EXHIBIT 4.9
EXECUTION COPY
CLASS C
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT
Date: November 7, 2002 Our ref: JPMorgan Reference Number
0009023078/63325217
To: World Financial Network From: JPMorgan Chase Bank
Credit Card Master Note Trust 270 Park Avenue
c/o Chase Manhattan Bank New York, NY 10017
USA, National Association
500 Stanton Christiana Road Global Derivative Operations
OPS4, 3rd Floor 4 Metrotech Center, 17th Floor
Newark, DE 19713 Brooklyn, NY 11245
Attn: Institutional Trust Services Contact: Document Control
Fax No: 302-552-6280 Fax No: 718-242-9263
Tel No: 302-552-6279 Tel No: 718-242-7294
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between World Financial Network
Credit Card Master Note Trust and JPMorgan Chase Bank (each a "party" and
together "the parties") on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the ISDA
Master Agreement specified in paragraph 1 below (the "Agreement").
The definitions and provisions contained in the 2000 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc., the "Definitions") are incorporated into this Confirmation.
In the event of any inconsistency between the Definitions and this
Confirmation, this Confirmation will govern. Capitalized terms used herein and
not otherwise defined have the meanings set forth in the Definitions or the
Indenture dated as of August 1, 2001, between Party B and BNY Midwest Trust
Company, as indenture trustee (the "Indenture") as supplemented by the Series
2002-A Indenture Supplement, dated as of November 7, 2002 (the "Indenture
Supplement" and together with the Indenture, the "Indenture").
1. This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement (including the Schedule thereto) dated as of October 29,
2002, as amended and supplemented from time to time (the "Agreement"), between
the parties. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.
In this Confirmation "Party A" means JPMorgan Chase Bank and "Party
B" means World Financial Network Credit Card Master Note Trust.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Notional Amount: Initially, USD 81,000,000.00 and thereafter
an amount equal for each Calculation Period
to the Class C Note Principal Balance (as
defined in the Indenture Supplement) at the
end of the first day of that Calculation
Period.
Trade Date: October 30, 2002
Effective Date: November 7, 2002
Termination Date: The earlier of (i) August 15, 2011, subject
to adjustment in accordance with the
Following Business Day Convention, and
ii) the date on which the Class C Note
Principal Balance (as defined in the
Indenture Supplement) is reduced to zero,
subject to early termination in accordance
with the terms of the Agreement. In
accordance with the Indenture Supplement,
the Class C Expected Principal Distribution
Date is November 15, 2007, subject to the
Modified Following Business Day
Convention.
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer The 15th of each month commencing
Payments Dates: December 16, 2002 and ending on the
Termination Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention
Fixed Rate: 3.56% per annum
Fixed Rate Day Count Actual/360
Fraction:
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer The 15th of each month commencing December
Payment Dates: 16, 2002 and ending on the Termination Date,
subject to adjustment in accordance with the
Modified Following Business Day Convention.
Floating Rate for initial Linear Interpolation
Calculation Period:
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month, except for the initial Calculation
Period, which shall be interpolated.
Spread: None
Floating Rate Day Count Actual/360
Fraction:
Reset Dates: First day of each Calculation Period
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Business Days: New York, London, Columbus, Ohio, and
Chicago, Illinois
Calculation Agent: Party A
3. Additional Amounts Upon Partial Termination
On any Payment Date prior to the Class C Expected Principal
Distribution Date (as defined in the Indenture Supplement), where as a result
of principal payments on the Class C Notes (as defined in the Indenture
Supplement), the Notional Amount would be reduced by the corresponding
reduction in the Class C Note Principal Balance (as defined in the Indenture
Supplement), the parties hereto shall treat the portion of such reduction
(without duplication) as terminated on such Payment Date (a "Terminated
Transaction"). Party A shall calculate the Market Quotation for the Terminated
Transaction as set forth below.
"Market Quotation" means, with respect to a Terminated Transaction,
an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to Party A
(expressed as a negative number) or by Party A (expressed as a positive
number) in consideration of an agreement between Party A and the quoting
Reference Market-maker to enter into such Terminated Transaction (with the
same fixed and floating payment rates and remaining term as this Transaction)
on the relevant Payment Date. Party A will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same
day and time (without regard to different time zones) on or as soon as
reasonably practicable prior to the relevant Payment Date. The day and time as
of which those quotations are to be obtained will be selected in good faith by
Party A. If more than three quotations are provided, the Market Quotation will
be the arithmetic mean of the quotations, without regard to the quotations
having the highest and lowest values. If exactly three such quotations are
provided, the Market Quotation will be the quotation remaining after
disregarding the highest and lowest quotations. For this purpose, if more than
one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided,
Party A will determine the Market Quotation in good faith. Notwithstanding the
foregoing, Party A shall be the sole Reference Market-maker unless: (a) the
reduction in the Notional Amount of the Transaction is equal to or greater
than $50 million on such Payment Date, and (b) the Servicer or the Indenture
Trustee requests that quotations from Reference Market-makers other than Party
A are utilized.
If the amount so determined by Party A in respect of a Terminated
Transaction is positive, Party B shall owe such amount to Party A, which shall
be payable (with interest thereon accruing from such Payment Date and
calculated at the Fixed Rate) on the next Distribution Date to the extent
provided in the Indenture. If such amount is negative, no amounts shall be
payable by Party A or Party B in respect of the Terminated Transaction.
4. Account Details:
Account for payments to Name: JPMorgan Chase Bank
Party A: City: New York
ABA# 021-000-021
Ref: World Financial Network
Credit Card Master Note Trust
- Swaps Group
Acct: 900-900-1364
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Account for payments to Name: Bank of New York
Party B: City: New York
ABA# 021-000-018
Ref: World Financial Network Credit
Card Master Note Trust - GLA111565
Acct: 394569 Finance Charge Account
5. Offices:
The Office of Party A for this 4 Metrotech Center, 17th Floor
Transaction is: Brooklyn, NY 11245
The Office of Party B for this c/o Chase Manhattan Bank
Transaction is: USA, National Association
500 Stanton Christiana Road
OPS4, 3rd Floor
Newark, DE 19713
Please confirm that the foregoing correctly sets forth the terms
and conditions of our agreement by responding within three (3)
Business Days by returning via telecopier an executed copy of
this Confirmation to the attention of Ron Pope (fax
no.718-242-9263/9262).
Failure to respond within such period shall not affect the validity or
enforceability of this Transaction, and shall be deemed to be an affirmation
of the terms and conditions contained herein, absent manifest error.
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JPMORGAN CHASE BANK Accepted and confirmed as of the date
first written:
WORLD FINANCIAL NETWORK CREDIT CARD
By: /s/ Gerry Chu MASTER NOTE TRUST,
------------------ By: Chase Manhattan Bank USA,
Name: Gerry Chu National Association, not in its
Title: Associate individual capacity, but solely as
Owner Trustee
By: /s/ Michael B. McCarthy
------------------------------
Name: Michael B. McCarthy
Title: Vice President
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