Gracechurch Card Programme Fdg PLC NOTICE OF AMENDMENT TO NOTEHOLDERS (3830F)

TIDM40XQ

RNS Number : 3830F

Gracechurch Card Programme Fdg PLC

15 July 2021

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUING ENTITY OR ANY OTHER ENTITY IN ANY JURISDICTION.

GRACECHURCH CARD PROGRAMME FUNDING PLC

1 Churchill Place

London

E14 5HP

(as the "Issuing Entity")

NOTICE OF AMMENT TO NOTEHOLDERS

to the holders of the following notes of the Issuing Entity

presently outstanding

GBP1,400,000,000 Series 13-3 Class A Floating Rate Asset-Backed Notes due 2022

ISIN: XS0992306141 ("13-3 Class A Notes")

GBP247,059,000 Series 13-3 Class D Floating Rate Asset-Backed Notes due 2022

ISIN: XS0992306224 ("13-3 Class D Notes")

GBP1,600,000,000 Series 14-2 Class A Floating Rate Asset-Backed Notes due 2022

ISIN: XS1133034923 ("14-2 Class A Notes")

GBP286,793,000 Series 14-2 Class D Floating Rate Asset-Backed Notes due 2022

ISIN: XS1133034253 ("14-2 Class D Notes")

GBP1,500,000,000 Series 15-1 Class A Floating Rate Asset-Backed Notes due 2023

ISIN: XS1321880418 ("15-1 Class A Notes")

GBP264,706,000 Series 15-1 Class D Floating Rate Asset-Backed Notes due 2023

ISIN: XS1321880509 ("15-1 Class D Notes")

(the "Noteholders" and the "Notes", respectively)

We refer to the note trust deed originally dated 29 September 2011 between the Issuing Entity and The Bank of New York Mellon, acting through its London branch as note trustee (as amended and restated from time to time, the "Note Trust Deed"), including the terms and conditions of the Notes set out at Schedule 1 thereto (the "Conditions " ), pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein.

NOTICE IS HEREBY GIVEN by the Issuing Entity to the Noteholders in accordance with Condition 16 (Notices) of the terms and conditions of the Series 13-3 Class A Notes, the Series 13-3 Class D Notes, the Series 14-2 Class A Notes, the Series 14-2 Class D Notes, the Series 15-1 Class A Notes and the Series 15-1 Class D Notes, we hereby give you notice that certain amendments will be made to:

(a) the final terms in respect of the Series 13-3 Notes originally dated 13 November 2013 (as novated, amended and restated from time to time) (the "Series 13-3 Final Terms");

(b) the final terms in respect of the Series 14-2 Notes originally dated 11 November 2014 (as novated, amended and restated from time to time) (the "Series 14-2 Final Terms");

(c) the final terms in respect of the Series 15-1 Notes originally dated 13 November 2013 (as novated, amended and restated from time to time) (the "Series 13-3 Final Terms" and together with the Series 13-3 Final Terms and the Series 14-2 Final Terms, the "Issuer Final Terms");

(d) the global note certificate in respect of the Series 13-3 Class A Notes originally dated 13 November 2013 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Series 13-3 Class A Global Note");

(e) the global note certificate in respect of the Series 13-3 Class D Notes originally dated 13 November 2013 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Series 13-3 Class D Global Note");

(f) the global note certificate in respect of the Series 14-2 Class A Notes originally dated 11 November 2014 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Series 14-2 Class A Global Note");

(g) the global note certificate in respect of the Series 14-2 Class D Notes originally dated 11 November 2014 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Series 14-2 Class D Global Note");

(h) the global note certificate in respect of the Series 15-1 Class A Notes originally dated 19 November 2015 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Series 15-1 Class A Global Note");

(i) the global note certificate in respect of the Series 15-1 Class D Notes originally dated 19 November 2015 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Series 15-1 Class D Global Note" and together with the Series 13-3 Class A Global Note, the Series 13-3 Class D Global Note, the Series 14-2 Class A Global Note, the Series 14-2 Class D Global Note and the Series 15-1 Class A Global Note, the "Notes");

(j) the note trust deed originally dated 12 December 2008 (as amended, restated and/or novated from time to time prior to the Effective Date) (the "Note Trust Deed");

(k) the MTN permanent global note in respect of Series 13-3 originally dated 13 November 2013 (the "Series 13-3 MTN Permanent Global Note");

(l) the MTN temporary global note in respect of Series 13-3 originally dated 13 November 2013 (the "Series 13-3 MTN Temporary Global Note");

(m) the MTN permanent global note in respect of Series 14-2 originally dated 11 November 2014 (the "Series 14-2 MTN Permanent Global Note");

(n) the MTN temporary global note in respect of Series 14-2 originally dated 11 November 2014 (the "Series 14-2 MTN Temporary Global Note");

(o) the MTN permanent global note in respect of Series 15-1 originally dated 19 November 2015 (the "Series 15-1 MTN Permanent Global Note");

(p) the MTN temporary global note in respect of Series 15-1 originally dated 19 November 2015 (the "Series 15-1 MTN Temporary Global Note" and together with the Series 13-3 MTN Permanent Global Note, the Series 13-3 MTN Temporary Global Note, the Series 14-2 MTN Permanent Global Note, the Series 14-2 MTN Temporary Global Note and the Series 15-1 MTN Permanent Global Note, the "MTN Notes");

(q) the MTN final terms in respect of the Series 13-3 Notes originally dated 13 November 2013 (the "Series 13-3 MTN Final Terms");

(r) the MTN final terms in respect of the Series 14-2 Notes originally dated 11 November 2014 (the "Series 14-2 MTN Final Terms");

(s) the MTN final terms in respect of the Series 15-1 Notes originally dated 19 November 2015 (the "Series 15-1 MTN Final Terms" and together with the Series 13-3 MTN Final Terms and the Series 14-2 MTN Final Terms, the "MTN Final Terms");

(t) the security trust deed and MTN cash management agreement originally dated 23 November (as novated, amended and restated from time to time prior to the Effective Date) (the "STDCMA");

(u) the supplement to the Series 13-3 Security Trust Deed and MTN Cash Management Agreement originally dated 20 November 2013 (as novated, amended and restated from time to time) (the "Series 13-3 Supplement to the STDCMA");

(v) the supplement to the Series 14-2 Security Trust Deed and MTN Cash Management Agreement originally dated 11 November 2014 (as novated, amended and restated from time to time) (the "Series 14-2 Supplement to the STDCMA");

(w) the supplement to the Series 15-1 Security Trust Deed and MTN Cash Management Agreement originally dated 20 November 2015 (as novated, amended and restated from time to time) (the "Series 15-1 Supplement to the STDCMA" and together with the Series 13-3 Supplement to the STDCMA and the Series 14-2 Supplement to the STDCMA, the "Supplements to the STDCMA");

(x) the supplement to the Series 13-3 Declaration of Trust and Cash Management Agreement originally dated 20 November 2013 (as novated, amended and restated from time to time) (the "Series 13-3 Supplement to the DoTCMA");

(y) the supplement to the Series 14-2 Declaration of Trust and Cash Management Agreement originally dated 11 November 2014 (as novated, amended and restated from time to time) (the "Series 14-2 Supplement to the DoTCMA"); and

(z) the supplement to the Series 15-1 Declaration of Trust and Cash Management Agreement originall6y dated 20 November 2015 (as novated, amended and restated from time to time) (the "Series 15-1 Supplement to the DoTCMA" and together with the Series 13-3 Supplement to the DoTCMA and the Series 14-2 Supplement to the DoTCMA, the "Supplements to the DoTCMA"),

(the "Transaction Documents"), with effect on and from the Interest Payment Date in respect of the Notes and the MTN Global Notes falling in July 2021, which is expected to occur on 15 July 2021, to amend the Rate of Interest and interest rate calculation provisions in respect of the Issuer Global Notes and the MTN Global Notes to (a) refer to a "SONIA" based rate, (b) add an option for a "SOFR" based rate, (c) to add relevant additional modification positions and (d) to make certain minor amendments to certain trustee and agency related provisions, in each case, as described further below.

Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Transaction Documents.

The relevant parties to the Transaction Documents entered into documentation in order to amend and restate the Transaction Documents to reflect, among other things, the following amendments:

   1.         Notes

The following amendments will be made to the Notes:

(a) Each instance of "LIBOR" will be deleted and replaced with "Compounded Daily SONIA" or "Compounded Daily SOFR", as applicable.

(b) The definition in relation to Reference Banks in paragraph 2 (Interpretation) will be deleted.

(d) In the Terms and Conditions of the Notes, the definitions of "LIBOR" and "LIBOR Determination Date" will be deleted.

(e) In the Terms and Conditions of the Notes, a definition for "Compounded Daily SONIA" will be added as follows

"Compounded Daily SONIA" means, in respect of any Interest Period, the rate of return of a daily compound interest investment (with the daily SONIA Reference Rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the related Interest Determination Date as follows, and the resulting percentage will be rounded to the Rounded Arithmetic Mean:

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d (o) " means, for the relevant Interest Period, the number of London Business Days in such Interest Period;

"i" means, for the relevant Interest Period, a series of whole numbers from one to d(o) , each representing the relevant London Business Day in chronological order from, and including, the first London Business Day in such Interest Period;

"n (i) " means, for any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to but excluding the following London Business Day;

"p" means the number of London Business Days included in the Observation Look-Back Period specified in the applicable Final Terms or Drawdown Prospectus (or, if no such number is specified, five London Business Days); and

"SONIA" means in respect of any London Business Day, a reference rate equal to the daily Sterling Overnight Index Average rate for such London Business Day as provided by the administrator of Sterling Overnight Index Average to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Business Day immediately following such London Business Day).

(f) In the Terms and Conditions of the Notes, a definition for London Business Day will be added as follows:

"London Business Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

(g) In the Terms and Conditions of the Notes, a definition for Observation Period will be added as follows:

"Observation Period" means, in respect of an Interest Period, the period from, and including, the date falling "p" London Business Days prior to the first day of the relevant Interest Period and ending on, but excluding, the date which is "p" London Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" London Business Days prior to such earlier date, if any, on which the Notes become due and payable).

(h) In the Terms and Conditions of the Notes, a definition for Relevant Screen Page will be added as follows:

"Relevant Screen Page" means the Reuters Screen SONIA Page or such other page as may replace Reuters Screen SONIA on that service for the purpose of displaying such information or, if that service ceases to display such information, such page as displays such information on such service as may replace such screen.

(i) In the Terms and Conditions of the Notes, a definition for a definition for Rounded Arithmetic Mean will be added as follows:

"Rounded Arithmetic Mean" means the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., with 0.00005 being rounded upwards).

(j) In the Terms and Conditions of the Notes, a definition for SONIA Reference Rate will be added as follows: .

"SONIA Reference Rate" means, in respect of any London Business Day, a reference rate equal to the daily Sterling Overnight Index Average rate for such London Business Day as provided by the administrator of Sterling Overnight Index Average to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Business Day immediately following such London Business Day).

(k) In the Terms and Conditions of the Notes, a definition for Compounded Daily SOFR will be added as follows:

"Compounded Daily SOFR" means, in respect of any Interest Period, the rate of return of a daily compound interest investment (with the daily SOFR Reference Rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the related Interest Determination Date as follows, and the resulting percentage will be rounded to the Rounded Arithmetic Mean:

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d(o) " means, for the relevant Interest Period, the number of New York Business Days in such Interest Period;

"i" is a series of whole numbers from one to d(o) , each representing the relevant New York Business Day in chronological order from, and including, the first New York Business Day from and including the first New York Business Day in such Interest Period;

"n (i) " means, for any New York Business Day "i", the number of calendar days from and including such New York Business Day "i" up to but excluding the following New York Business Day;

"p" means the number of New York Business Days included in the Observation Look-Back Period specified in the applicable Final Terms or Drawdown Prospectus (or, if no such number is specified, five New York Business Days); and

"SOFR" means, in respect of any New York Business Day, a reference rate equal to the daily Secured Overnight Financing Rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed's Website, in each case on or about 5.00 p.m. (New York City Time) on the New York Business Day immediately following such New York Business Day.

(l) In the Terms and Conditions of the Notes, a definition for Observation Period will be added as follows:

"Observation Period" means, in respect of an Interest Period, the period from and including the date falling "p" New York Business Days prior to the first day of the relevant Interest Period and ending on, but excluding, the date which is "p" New York Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" New York Business Days prior to such earlier date, if any, on which the Notes become due and payable).

(m) In the Terms and Conditions of the Notes, a definition for New York Business Day will be added as follows:

"New York Business Day" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York.

(n) In the Terms and Conditions of the Notes, a definition for New York Fed's Website will be added as follows:

"New York Fed's Website" means the website of the Federal Reserve Bank of New York currently at http://www.newyorkfed.org, or any successor website of the Federal Reserve Bank of New York.

(o) In the Terms and Conditions of the Notes, paragraph 7(a) (Specific Provision. Floating Rate Sterling Notes), the wording will be amended from "This Condition (7)(a) is applicable to the notes if the Specified Currency is Sterling and the notes are issued as floating rate notes." to "This Condition (7)(a) is applicable to the notes if the Specified Currency is Sterling and the notes are designated to be sterling floating rate notes."

(p) In the Terms and Conditions of the Notes, paragraph 7(b) (Specific Provision. Floating Rate US Dollar Notes), the wording will be amended from "This Condition (7)(b) is applicable to the notes if the Specified Currency is designated as floating rate notes." to "This Condition (7)(b) is applicable to the notes if the Specified Currency is designated to be US Dollar floating rate notes."

(q) In the Terms and Conditions of the Notes in the paragraph titled Modification and Waiver, the following wording will be added:

shall be obliged, without consent or sanction of any of the other Secured Creditors, to concur with the Issuing Entity in making any modification to the Conditions and/or any of the Transaction Documents and/or entering into any new, supplemental or additional documents in each case that the Issuing Entity considers necessary for the purpose of changing the base rate in respect of the notes from EURIBOR, SONIA, SOFR or such other benchmark rate (each, a "Reference Rate") to an alternative base rate (any such rate, an "Alternative Base Rate") and make such other amendments as are necessary or advisable in the reasonable judgment of the Issuing Entity to facilitate such change (a "Base Rate Modification" and for the avoidance of doubt, (i) a Base Rate Modification shall not constitute a Basic Terms Modification, and (ii) the Issuing Entity may propose a Base Rate Modification on more than one occasion provided that the conditions set out in this Condition (15)(d) are satisfied), provided that:

(i) the Issuing Entity certifies to the Note Trustee in writing (such certificate, a "Base Rate Modification Certificate") that:

   (A)       such Base Rate Modification is being undertaken due to:

(1) a material disruption to the relevant Reference Rate, an adverse change in the methodology of calculating the relevant Reference Rate or the relevant Reference Rate ceasing to exist or be published;

(2) a public statement by the administrator of the relevant Reference Rate that it will cease publishing such Reference Rate permanently or indefinitely (in circumstances where no successor administrator for the Reference Rate has been appointed that will continue publication of the relevant Reference Rate) and such cessation is reasonably expected by the Issuer to occur prior to the Final Redemption Date;

(3) a public statement by the supervisor of the administrator of the relevant Reference Rate that such Reference Rate has been or will be permanently or indefinitely discontinued or will be changed in an adverse manner and such cessation is reasonably expected by the Issuer to occur prior to the Final Redemption Date;

(4) a public statement by the supervisor of the administrator of the relevant Reference Rate that means such Reference Rate may no longer be used or that its use is subject to restrictions or adverse consequences;

(5) it becoming unlawful for any Paying Agent, the Issuer, the Calculation Agent or the Agent Bank to calculate any payments due to be made to any Noteholder using the Reference Rate; or

(6) the reasonable expectation of the Issuing Entity that any of the events specified in sub-paragraphs (1) to (5) will occur or exist within six months of the proposed effective date of such Base Rate Modification,

and, in each case, has been solely drafted to such effect; and

   (B)       such Alternative Base Rate is:

(1) a base rate published, endorsed, approved or recognised by the Bank of England, any regulator in the United States, the United Kingdom or the European Union or any stock exchange on which the notes are listed or any relevant committee or other body established, sponsored or approved by any of the foregoing); or

(2) the Sterling Over Night Index Average or the Broad Treasuries Repo Financing Rate (or any rate which is derived from, based upon or otherwise similar to either of the foregoing); or

(3) a base rate utilised in a material number of publicly-listed new issues of floating rate notes prior to the effective date of such Base Rate Modification (for these purposes, unless agreed otherwise by the Servicer, 5 such issues shall be considered material);

(4) a base rate utilised in a publicly-listed new issue of floating rate notes where the issuer (or, in the case of asset backed securities, the originator of the relevant assets) is the Issuing Entity, the Originator Beneficiary or an affiliate of the Issuing Entity or the Originator Beneficiary, or

(5) such other base rate as the Issuing Entity, or, as the case may be, the Servicer on behalf of the Issuer, reasonably determines, provided that the Issuer, or, as the case may be, the Servicer on behalf of the Issuer, certifies to the Note Trustee that, in the reasonable opinion of the Issuer, or, as the case may be, the Servicer on behalf of the Issuer, none of sub-paragraphs (1) to (4) are applicable and/or practicable and provides detailed reasons in the Base Rate Modification Certificate for choosing the proposed Alternative Base Rate,

and, in each case, the change to the Alternative Base Rate will not, in its opinion, be materially prejudicial to the interest of the Noteholders;

(C) the Base Rate Modification Certificate (which shall include a copy of the draft Base Rate Modification Noteholder Notice) is provided to the Note Trustee in draft form at the time the Note Trustee is notified of the Base Rate Modification and in final form (which shall include a final copy of the Base Rate Modification Noteholder Notice) on the effective date of such Base Rate Modification;

(D) the modifications proposed are required solely for the purpose of applying the Alternative Base Rate and making consequential modifications to any Transaction Document which are necessary or advisable in the reasonable judgement of the Issuing Entity to facilitate such change;

(E) the Issuing Entity will obtain the consent of each Secured Creditor (other than the Note Trustee) which is party to the Transaction Document proposed to be modified at the point of such modification and (subject to paragraph (d)(i)(H) below) no other consents are required to be obtained in relation to the Base Rate Modification;

   (F)       with respect to each Rating Agency, either:

(1) the Issuing Entity obtains from such Rating Agency written confirmation that such Base Rate Modification would not result in (x) a downgrade, withdrawal or suspension of the then current ratings assigned to the relevant notes of any series by such Rating Agency or (y) such Rating Agency placing the notes of any series on rating watch negative (or equivalent) and delivers a copy of each such confirmation to the Note Trustee; or

(2) the Servicer certifies in writing to the Note Trustee that it has notified such Rating Agency of the Base Rate Modification and, in its opinion, formed on the basis of due consideration and consultation with such Rating Agency (including, as applicable, upon receipt of oral confirmation from an appropriately authorised person at such Rating Agency), such Base Rate Modification would not result in (x) a downgrade, withdrawal or suspension of the then current ratings assigned to the notes of any series by such Rating Agency or (y) such Rating Agency placing the notes of any series on rating watch negative (or equivalent);

(G) the Issuing Entity pays (or arranges for the payment of) all properly incurred and duly documented fees, costs and expenses (including legal fees) of the Note Trustee, the Security Trustee and the Agents in connection with such Base Rate Modification; and

(H) the Issuing Entity has provided at least 30 days' notice to the Noteholders of the relevant Note Series of the Base Rate Modification (a "Base Rate Modification Noteholder Notice") in accordance with Condition (16) (and shall have provided a draft Base Rate Modification Noteholder Notice to the Note Trustee at least 5 Business Days before delivery to the Noteholders) and by publication on Bloomberg on the "Company News" screen relating to the notes (in each case specifying (i) details of how the Noteholders may object to the proposed Base Rate Modification, (ii) the date and time by which the Noteholders must respond, which shall be no less than 30 calendar days after the date of the Base Rate Modification Noteholder Notice, (iii) the sub-paragraph(s) of Condition (15)(d)(i)(A) under which the Base Rate Modification is being proposed, (iv) which Alternative Base Rate is proposed to be adopted pursuant to Condition (15)(d)(i)(B) and (v) details of any consequential amendments), and Noteholders representing at least 10 per cent. of the aggregate Principal Amount Outstanding of the relevant Note Series then outstanding have not contacted the Issuing Entity and the Principal Paying Agent in accordance with the then current practice of any applicable clearing system through which such notes may be held by the time specified in the Base Rate Modification Noteholder Notice that such Noteholders do not consent to the Base Rate Modification.

If Noteholders representing at least 10 per cent. of the aggregate Principal Amount Outstanding of the relevant Note Series then outstanding have notified the Issuing Entity and the Principal Paying Agent in accordance with the then current practice of any applicable clearing system through which the Notes may be held by the time specified in such notice that such Noteholders do not consent to the Base Rate Modification, then the Base Rate Modification will not be made unless an Extraordinary Resolution of the Noteholders of the relevant Note Series then outstanding is passed in favour of the Base Rate Modification in accordance with this Condition (15).

Objections made other than through the applicable clearing system must be in writing and accompanied by evidence to the Note Trustee's satisfaction (having regard to prevailing market practices) of the relevant Noteholder's holding of the Notes.

   (ii)        When implementing any modification pursuant to Condition (15)(d):

(A) the Note Trustee shall not consider the interests of the Noteholders, any other Secured Creditor or any other person and shall act and rely solely and without investigation or liability on any Base Rate Modification Certificate or other certificate or evidence provided to it by the Issuing Entity and shall not be liable to the Noteholders, any other Secured Creditor or any other person for so acting or relying, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person; and

(B) neither the Note Trustee nor the Security Trustee shall be obliged to agree to any modification which, in the sole opinion of the Note Trustee and/or the Security Trustee would have the effect of (i) exposing the Note Trustee and/or the Security Trustee to any liability against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights, powers, authorisations, discretions, indemnification or protections, of the Note Trustee and/or the Security Trustee in the Transaction Documents and/or these Conditions.

   2.         MTN Notes

The following amendments will be made to the MTN Notes:

   (a)        Each instance of "LIBOR" will be deleted and replaced with "Compounded Daily SONIA".

(b) The definition in relation to Reference Banks in paragraph 2 (Interpretation) will be deleted.

(d) In the Terms and Conditions of the MTN Notes, the definitions of "LIBOR" and "LIBOR Determination Date" will be deleted.

(e) In the Terms and Conditions of the MTN Notes, a definition for "Compounded Daily SONIA" will be added as follows

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d (o) " means, for the relevant Interest Period, the number of London Business Days in such Interest Period;

"n (i) " means, for any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to but excluding the following London Business Day;

(f) In the Terms and Conditions of the MTN Notes, a definition for London Business Day will be added as follows:

"London Business Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

(g) In the Terms and Conditions of the MTN Notes, a definition for Observation Period will be added as follows:

(h) In the Terms and Conditions of the MTN Notes, a definition for Relevant Screen Page will be added as follows:

(i) In the Terms and Conditions of the MTN Notes, a definition for a definition for Rounded Arithmetic Mean will be added as follows:

"Rounded Arithmetic Mean" means the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., with 0.00005 being rounded upwards).

(j) In the Terms and Conditions of the MTN Notes, a definition for SONIA Reference Rate will be added as follows:

   3.         Issuer Final Terms

The following amendments will be made to the Issuer Final Terms:

(a) On the first page of each Issuer Final Terms, the details regarding the Interest Rate will be amended as follows:

(i) For the Series 13-3 Class A Notes, "1 month Sterling LIBOR + 0.43%" will be deleted and replaced with "Compounded Daily SONIA + 0.44798%".

(ii) For the Series 13-3 Class D Notes, "1 month Sterling LIBOR + 0.00%" will be deleted and replaced with "Compounded Daily SONIA + 0.01798%".

(iii) For the Series 14-2 Class A Notes, "1 month Sterling LIBOR + 0.43%" will be deleted and replaced with "Compounded Daily SONIA + 0.44798%".

(iv) For the Series 14-2 Class D Notes, "1 month Sterling LIBOR + 0.00%" will be deleted and replaced with "Compounded Daily SONIA + 0.01798%".

(v) For the Series 15-1 Class A Notes, "1 month Sterling LIBOR + 0.45%" will be deleted and replaced with "Compounded Daily SONIA + 0.47489%".

(vi) For the Series 15-1 Class A Notes, "1 month Sterling LIBOR + 0.00%" will be deleted and replaced with "Compounded Daily SONIA + 0.02489%".

(b) The following amendments will be made in the section entitled "Transaction Features - Series of Notes Issued":

   (i)         "LIBOR/EURIBOR" will be deleted and replaced with "SONIA/SOFR";

(ii) "1 month Sterling LIBOR except for the first Interest Period where LIBOR will be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA" for each class of Notes;

(iii) ""D" for the purposes of SONIA" will be inserted and specified as "Actual/365" for each class of Notes;

(iv) "Observation Look-back Period" will be inserted and specified as "5 Business Days" for each class of Notes.

(c) In the section entitled "MTN Note Supporting Series", the Medium Term Note Certificate Interest Rate will be amended as follows:

(i) For the Series 13-3 Final Terms, "1 month Sterling LIBOR + 0.3655%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.38348%".

(ii) For the Series 14-2 Final Terms, "1 month Sterling LIBOR + 0.3646%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.38262%".

(iii) For the Series 15-1 Final Terms, "1 month Sterling LIBOR + 0.3825%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.40739%".

(d) In the section entitled "Series Investor interest Supporting Medium Term Note", the Medium Term Note Certificate Interest Rate will be amended as follows:

(i) For the Class A Finance Rate in the Series 13-3 Final Terms, "1 month Sterling LIBOR + 0.43%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.44798%".

(ii) For the Class D Finance Rate in the Series 13-3 Final Terms, "1 month Sterling LIBOR + 0.00%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.01798%".

(iii) For the Class A Finance Rate in the Series 14-2 Final Terms, "1 month Sterling LIBOR + 0.43%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.44798%".

(iv) For the Class D Finance Rate Series 14-2 Final Terms, "1 month Sterling LIBOR + 0.00%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.01798%".

(v) For the Class A Finance Rate Series 15-1 Final Terms, "1 month Sterling LIBOR + 0.45%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.47489%".

(vi) For the Class D Finance Rate Series 15-1 Final Terms, "1 month Sterling LIBOR + 0.00%, except for the first Interest Period shall be based on the linear interpolation of one-month and two-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA + 0.02489%".

   4.         MTN Final Terms

The following amendments will be made to the Issuer Final Terms and the MTN Final Terms:

   (a)        On the first page of the MTN Final Terms, the following amendments will be made: 
   (i)         Under "Benchmark",

(A) for the Series 13-3 MTN Final Terms, "In respect of (a) the first Calculation period (as this term is defined in the Series 13-3 Supplements), based on the linear interpolation of one-month and two-month Sterling LIBOR (as set on the Closing Date); and (b) each subsequent Calculation Period, one-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA";

(B) for the Series 14-2 MTN Final Terms, "In respect of (a) the first Calculation period (as this term is defined in the Series 14-2 Supplements), based on the linear interpolation of one-month and two-month Sterling LIBOR (as set on the Closing Date); and (b) each subsequent Calculation Period, one-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA"; and

(C) for the Series 15-1 MTN Final Terms, "In respect of (a) the first Calculation period (as this term is defined in the Series 15-1 Supplements), based on the linear interpolation of one-month and two-month Sterling LIBOR (as set on the Closing Date); and (b) each subsequent Calculation Period, one-month Sterling LIBOR" will be deleted and replaced with "Compounded Daily SONIA".

   (ii)        ""D" for the purposes of SONIA" will be inserted and specified as "Actual/365";

(iii) In the section entitled "Creditor", the "Manner in which the Rates of Interest are to be determined", "Primary source: Dow Jones/Moneyline Telerate page 3750 quotation to leading banks in the London interbank market for Representative Amount of the Relevant Currency for the Specified Duration" will be deleted and replaced with "Compounded Daily SONIA"; and

(iv) In the section entitled "Creditor", the figure specified for "Margin" will be deleted and replaced with:

   (A)       "0.38348 per cent. per annum", for the Series 13-3 MTN Final Terms; 
   (B)       "0.38262 per cent. per annum", for the Series 14-2 MTN Final Terms; or 
   (C)       "0.40739 per cent. per annum", for the Series 15-1 MTN Final Terms. 
   5.         Note Trust Deed

The following amendments will be made to the Note Trust Deed:

(a) In clause 1 (Interpretation), paragraph 1.1 (Definitions), a definition for "Electronic Means" will be added as follows:

"Electronic Means" shall mean the following communication methods: (i) non-secure methods of transmission or communication such as e-mail and facsimile transmission and (ii) secure electronic transmission containing applicable authorisation codes, passwords and/or authentication keys issued by the Note Trustee, or another method or system specified by the Note Trustee as available for use in connection with its services hereunder.

(b) In clause 10.3, the title "Modifications for any Series issued after 8 March 2018" will be deleted and replaced with "Modifications".

(c) In clause 10.3.4, the wording "shall be obliged, without consent or sanction of any of the other Secured Creditors, to concur with the Issuing Entity in making any modification to the Conditions and/or any of the Transaction Documents and/or entering into any new, supplemental or additional documents in each case that the Issuing Entity considers necessary for the purpose of changing the base rate in respect of the notes from LIBOR, EURIBOR or such other benchmark rate (each, a "Reference Rate")..." will be deleted and replaced with "shall be obliged, without consent or sanction of any of the other Secured Creditors, to concur with the Issuing Entity in making any modification to the Conditions and/or any of the Transaction Documents and/or entering into any new, supplemental or additional documents in each case that the Issuing Entity considers necessary for the purpose of changing the base rate in respect of the notes from EURIBOR, SONIA, SOFR or such other benchmark rate (each, a "Reference Rate")...".

(d) In clause 10.3.4(a)(ii)(B) "in relation to LIBOR, the Sterling Over Night Index Average (or any rate which is derived from, based upon or otherwise similar to either of the foregoing)" will be deleted and replaced with "the Sterling Over Night Average Index Average or the Broad Treasuries Repo Financing Rate (or any rate which is derived from, based upon or otherwise similar to either of the foregoing)".

   (e)        In clause 14.2.18, the following wording will be added at the end of the paragraph:

"In no event shall the Note Trustee be liable for any losses arising from the Note Trustee receiving or transmitting any data to the Issuer and/or Note Trustee (or any authorised person) or acting upon any notice, instruction or other communication via any Electronic Means. The Note Trustee has no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised to give instructions or directions on behalf of the Issuer and/or Note Trustee (or any authorised person). The Issuer and the Note Trustee agree that the security procedures, if any, to be followed in connection with a transmission of any such notice, instructions or other communications, provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances."

(f) In Schedule 1 (Terms and Conditions of the Notes), paragraph (2) (Interpretation - Definitions), the definition of Reference Banks will be deleted.

(g) In Schedule 1 (Terms and Conditions of the Notes), paragraph 7(a) (Specific Provision. Floating Rate Sterling Notes), the wording will be amended from "This Condition (7)(a) is applicable to the notes if the Specified Currency is Sterling and the notes are issued as floating rate notes." to "This Condition (7)(a) is applicable to the notes if the Specified Currency is Sterling and the notes are designated to be sterling floating rate notes."

(h) In Schedule 1 (Terms and Conditions of the Notes), paragraph 7(b) (Specific Provision. Floating Rate US Dollar Notes), the wording will be amended from "This Condition (7)(b) is applicable to the notes if the Specified Currency is designated as floating rate notes." to "This Condition (7)(b) is applicable to the notes if the Specified Currency is designated to be US Dollar floating rate notes."

(i) In Schedule 1 (Terms and Conditions of the Notes), paragraphs 7(a) (Specific Provision. Floating Rate Sterling Notes) and 7(d) (Specific Provision. Fixed Rate Sterling Notes (Option1)):

   (i)         each instance of "LIBOR" will be deleted and replaced with "Compounded Daily SONIA";

(ii) Each instance of "relevant Screen" will be deleted and replaced with "Relevant Screen Page".

   (iii)       the definitions of "LIBOR" and "LIBOR Determination Date" will be deleted.

(iv) the reference to the determination of LIBOR will be deleted and replaced with "Compounded Daily SONIA shall be determined in accordance with the definition thereof on the Floating Rate commencement Date in respect of the first Interest Period during the Redemption Period and thereafter on each "Interest Determination Date", namely the day falling "p" London Business Days prior to the relevant Interest Payment Date for which the rate will apply, the Agent Bank will determine the Compounded Daily SONIA rate, in accordance with the Final Terms or Drawdown prospectus and for each Interest Period thereafter.

   (v)        a definition for "Compounded Daily SONIA" will be added as follows

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d (o) " means, for the relevant Interest Period, the number of London Business Days in such Interest Period;

"n (i) " means, for any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to but excluding the following London Business Day;

   (vi)       a definition for London Business Day will be added as follows:

"London Business Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

   (vii)      a definition for Observation Period will be added as follows:

   (viii)     a definition for Relevant Screen Page will be added as follows:

   (ix)       a definition for a definition for Rounded Arithmetic Mean will be added as follows:

"Rounded Arithmetic Mean" means the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., with 0.00005 being rounded upwards).

   (x)        a definition for SONIA Reference Rate will be added as follows: .

(j) In Schedule 1 (Terms and Conditions of the Notes), paragraphs 7(b) (Specific Provision Floating US Dollar Notes) and 7(e) (Specific Provision. Fixed Rate Dollar Notes (Option 1)) will be amended as follows:

(i) the reference to the determination of LIBOR will be deleted and replaced with "Compounded Daily SOFR shall be determined in accordance with the definition thereof on each "Interest Determination Date", namely the day falling "p" New York Business Days prior to the relevant Interest Payment Date for which the rate will apply, the Agent Bank will determine the Compounded Daily SOFR rate, in accordance with the Final Terms or Drawdown prospectus and for each Interest Period thereafter.

(ii) The term "Quotation Date" will be deleted and replaced with "Interest Determination Date".

   (iii)       a definition for Compounded Daily SOFR will be added as follows:

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d(o) " means, for the relevant Interest Period, the number of New York Business Days in such Interest Period;

"n (i) " means, for any New York Business Day "i", the number of calendar days from and including such New York Business Day "i" up to but excluding the following New York Business Day;

   (iv)       a definition for Observation Period will be added as follows:

   (v)        a definition for New York Business Day will be added as follows:

"New York Business Day" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York.

   (vi)       a definition for New York Fed's Website will be added as follows:

"New York Fed's Website" means the website of the Federal Reserve Bank of New York currently at http://www.newyorkfed.org, or any successor website of the Federal Reserve Bank of New York.

   (vii)      a definition for SOFR Reference Rate will be added as follows:

"SOFR Reference Rate" means, in respect of any New York Business Day, a reference rate equal to the daily Secured Overnight Financing Rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed's Website, in each case on or about 5:00p.m. (New York City Time) on the New York Business Day immediately following such New York Business Day.

(k) In Schedule 1 (Meetings of Noteholders, Modification and Waiver, Substitution and Addition and Enforcement), in the section entitled Modification and Waiver, paragraph (d), the wording "shall be obliged, without consent or sanction of any of the other Secured Creditors, to concur with the Issuing Entity in making any modification to the Conditions and/or any of the Transaction Documents and/or entering into any new, supplemental or additional documents in each case that the Issuing Entity considers necessary for the purpose of changing the base rate in respect of the notes from LIBOR, EURIBOR or such other benchmark rate (each, a "Reference Rate")..." will be deleted and replaced with "shall be obliged, without consent or sanction of any of the other Secured Creditors, to concur with the Issuing Entity in making any modification to the Conditions and/or any of the Transaction Documents and/or entering into any new, supplemental or additional documents in each case that the Issuing Entity considers necessary for the purpose of changing the base rate in respect of the notes from EURIBOR, SONIA, SOFR or such other benchmark rate (each, a "Reference Rate")..."

(l) In Schedule 1 (Meetings of Noteholders, Modification and Waiver, Substitution and Addition and Enforcement), in the section entitled Modification and Waiver, paragraph (d)(i)(B)(2), the wording "in relation to LIBOR, the Sterling Over Night Index Average (or any rate which is derived from, based upon or otherwise similar to either of the foregoing)" will be deleted and replaced with "the Sterling Over Night Index Average or the Broad Treasuries Repo Financing Rate (or any rate which is derived from, based upon or otherwise similar to either of the foregoing)".

   6.         Security Trust Deed and MTN Cash Management Agreement

The following amendments will be made to the STDCMA:

(a) In clause 1 (Interpretation), paragraph 1.1 (Definitions), a definition for "Electronic Means" will be added as follows:

   (b)        A clause 8.17.2 will be added that states the following:

"In no event shall the Trustee be liable for any losses arising from the Trustee receiving or transmitting any data to the Issuer and/or the Trustee (or any authorised person) or acting upon any notice, instruction or other communications via any Electronic Means. The Trustee has no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised to give instructions or directions on behalf of the Issuer and/or the Trustee (or any authorised person). The Issuer and the Trustee agree that the security procedures, if any, to be followed in connection with a transmission of any such notice, instructions or other communications, provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances."

(c) In Schedule 4 (Terms and Conditions of the Notes), paragraph 5.8 (Definitions) the following amendments will be made:

   (i)         The definition for Benchmark will be deleted and replaced with the following:

"Benchmark" means Compounded Daily SONIA or such other benchmark as may be specified.

(ii) Each instance of "relevant Screen" will be deleted and replaced with "Relevant Screen Page".

   (iii)       A definition for "Compounded Daily SONIA" will be added as follows;

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d (o) " means, for the relevant Interest Period, the number of London Business Days in such Interest Period;

"n (i) " means, for any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to but excluding the following London Business Day;

   (iv)       A definition for London Business Day will be added as follows:

"London Business Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

   (v)        A definition for Observation Period will be added as follows:

   (vi)       A definition for Relevant Screen Page will be added as follows:

   (vii)      A definition for a definition for Rounded Arithmetic Mean will be added as follows:

"Rounded Arithmetic Mean" means the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., with 0.00005 being rounded upwards).

   (viii)     A definition for SONIA Reference Rate will be added as follows: .

   7.         Further Amendments

The following amendments will be made to the Supplements to the STDCMA and to the Supplements to the DoTCMA

   (a)        Each instance of "LIBOR" will be deleted and replaced with "Compounded Daily SONIA". 
   (b)        The definition in relation to Reference Banks will be deleted.

   (d)       The definitions of "LIBOR" and "LIBOR Determination Date" will be deleted. 
   (e)        A definition for "Compounded Daily SONIA" will be added as follows;

where:

"D" is the number specified in the applicable Final Terms or Drawdown Prospectus.

"d" means, for the relevant Interest Period, the number of calendar days in such Interest Period;

"d (o) " means, for the relevant Interest Period, the number of London Business Days in such Interest Period;

"n (i) " means, for any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to but excluding the following London Business Day;

   (f)        A definition for London Business Day will be added as follows:

"London Business Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

   (g)        A definition for Observation Period will be added as follows:

   (h)        A definition for Relevant Screen Page will be added as follows:

   (i)         A definition for a definition for Rounded Arithmetic Mean will be added as follows:

"Rounded Arithmetic Mean" means the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., with 0.00005 being rounded upwards).

   (j)         A definition for SONIA Reference Rate will be added as follows: .

(k) The address of the Receivables Trustee will be amended to be 1 Bartholomew Lane, London, EC2N 2AX.

(l) In the DoTCMA, the definition for Interest Rate will be amended from "means in respect of (1) the first and second Interest Periods, the linear interpolation of 1-month and 2-month deposits and (2) for any other Interest period, one-month deposits, in each case for pounds Sterling in the London interbank market" to "means in respect of any Interest Period, Compounded Daily SONIA".

(m) In the Supplements to the STDCMA, the following amendments will be made as follows to the definitions of the Class A Finance Rate and Class D Finance Rate:

(i) For the Series 13-3 Supplement to the STDCMA, the definition of Class A Finance Rate will be deleted and replaced with "means, for any Calculation Period, Compounded Daily SONIA plus 0.44798 per cent.".

(ii) For the Series 13-3 Supplement to the STDCMA, the definition of Class D Finance Rate will be deleted and replaced with "means, for any Calculation Period, Compounded Daily SONIA plus 0.01798 per cent.".

(iii) For the Series 14-2 Supplement to the STDCMA, the definition of Class A Finance Rate will be deleted and replaced with "means, for any Calculation Period, Compounded Daily SONIA plus 0.44798 per cent.".

(iv) For the Series 14-2 Supplement to the STDCMA, the definition of Class D Finance Rate will be deleted and replaced with "means, for any Calculation Period, Compounded Daily SONIA plus 0.01798 per cent.".

(v) For the Series 15-1 Supplement to the STDCMA, the definition of Class A Finance Rate will be deleted and replaced with "means, for any Calculation Period, Compounded Daily SONIA plus 0.47489 per cent.".

(vi) For the Series 15-1 Supplement to the STDCMA, the definition of Class D Finance Rate will be deleted and replaced with "means, for any Calculation Period, Compounded Daily SONIA plus 0.02489 per cent.".

Copies of the Transaction Documents may be inspected in electronic or physical form during usual business hours at the registered office of the Issuing Entity or the Principal Paying Agent. Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the documents specified in this notice, as applicable.

Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuing Entity using the details set out below:

 
 Contact Details: 
 Issuing Entity:    1 Churchill Place 
                     London 
                     E14 5HP 
                     Facsimile: + 44 20 7398 6325 
                     Attention: the Directors

This Notice is given by

GRACECHURCH CARD PROGRAMME FUNDING PLC

as Issuing Entity

Dated 15 July 2021

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END

STRSFMFSIEFSESW

(END) Dow Jones Newswires

July 15, 2021 06:09 ET (10:09 GMT)

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