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Exhibit 4.10
(MULTICURRENCY--CROSS BORDER)
ISDA(R)
International Swap Dealers Association, Inc.
SCHEDULE
TO THE
MASTER AGREEMENT
dated as of August 21, 2001
between MORGAN GUARANTY TRUST and WORLD FINANCIAL NETWORK
COMPANY OF NEW YORK CREDIT CARD MASTER NOTE
TRUST
("Party A") ("Party B")
PART 1: TERMINATION PROVISIONS
(a) "INDENTURE" means the Master Indenture dated as of August 1, 2001, between
World Financial Network Credit Card Master Note Trust, as Issuer, and BNY
Midwest Trust Company, as Indenture Trustee, as supplemented by the Series
2001-A Indenture Supplement dated as of August 21, 2001, between World
Financial Network Credit Card Master Note Trust, as the Issuer, and BNY
Midwest Trust Company, as the Indenture Trustee, in each case, as amended,
modified, supplemented, restated or replaced from time to time.
(b) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-
Section 5(a)(v) (Default under Specified Transaction), none;
Section 5(a)(vi) (Cross Default), none;
Section 5(a)(vii) (Bankruptcy), none; and
Section 5(b)(iv) (Credit Event Upon Merger), none;
in relation to Party B for the purpose of:-
Section 5(a)(v) (Default under Specified Transaction) none;
Section 5(a)(vi) (Cross Default), none;
Section 5(a)(vii) (Bankruptcy), none; and
Section 5(b)(iv) (Credit Event Upon Merger), none.
(c) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14.
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(d) THE "BREACH OF AGREEMENT" provisions of Section 5(a)(ii), the
"MISREPRESENTATION" provisions of Section 5(a)(iv), the "DEFAULT UNDER
SPECIFIED TRANSACTIONS" provisions of Section 5(a)(v) and the "CROSS
DEFAULT" provisions of Section 5(a)(vi) will not apply to Party A or Party
B.
(e) The "ILLEGALITY" provision of Section 5(b)(i)
will not apply to Party A
will not apply to Party B.
(f) The "TAX EVENT" provision of Section 5(b)(ii)
will not apply to Party A
will not apply to Party B.
(g) The "TAX EVENT UPON MERGER" provision of Section 5(b)(iii)
will not apply to Party A
will not apply to Party B.
(h) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
will not apply to Party A
will not apply to Party B.
(i) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a)
will not apply to Party A
will not apply to Party B.
(j) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e):
(i) Market Quotation will apply.
(ii) The First Method will apply.
(k) "TERMINATION CURRENCY" means United States Dollars.
(l) ADDITIONAL TERMINATION EVENT; REDEMPTION OF THE SECURED NOTES.
(i) Party B shall, as provided in the Indenture, direct the
Indenture Trustee to notify Party A if notice is given
pursuant to the Indenture of a redemption by Party B of all of
the Notes (any such redemption by Party B of all of the Notes,
a "Redemption Event").
(ii) If a Redemption Event occurs it shall be an Additional
Termination Event for which Party B shall be the sole Affected
Party and each Transaction shall be an Affected Transaction.
(iii) If a Redemption Event is to occur, the Early Termination Date
in respect of each Affected Transaction shall be deemed to
occur on the Distribution Date in respect of such Redemption
Event. Any Settlement Amount payable in respect
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of such Redemption Event shall be paid, in the case of Party A
and Party B, on the date of such Early Termination Date;
provided that no such payments shall be made by Party B until
the Note Principal Balance (as defined in the Indenture
Supplement) has been reduced to zero.
(m) UNAUTHORIZED AMENDMENTS. Party B shall deliver to Party A a copy of any
proposed Supplemental Indenture before such document takes effect.
(n) DOWNGRADE OF PARTY A. If a Ratings Event (as defined below) shall occur
and be continuing with respect to Party A, then Party A shall, within 5
Local Business Days of such Ratings Event, (A) give notice to Party B of
the occurrence of such Ratings Event, and (B) use reasonable efforts to
transfer Party A's rights and obligations under the Agreement and all
Confirmations to another party, subject to satisfaction of the Rating
Agency Condition (as defined below), and at the cost of Party A. If such a
transfer by Party A has not occurred within 20 Local Business Days after
the occurrence of a Ratings Event, Party B shall demand that Party A
deliver Eligible Collateral on a mark-to-market basis, to secure Party B's
exposure, if any, to Party A, and such Eligible Collateral shall be
delivered in accordance with a Credit Support Annex to be attached hereto
and made a part hereof within 10 Local Business Days of Party B's demand
therefor. The Eligible Collateral to be posted and the Credit Support
Annex to be executed and delivered shall be subject to the Rating Agency
Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use
reasonable efforts to transfer its rights and obligations to an acceptable
third party; provided, however, that Party A's obligations to find a
transferee and to post Eligible Collateral under such Credit Support Annex
shall remain in effect only for so long as a Ratings Event is continuing
with respect to Party A. For the purpose of this Part 1(k), a "Ratings
Event" shall occur with respect to Party A if the long-term and short-term
senior unsecured deposit ratings of Party A cease to be at least A+ and
A-1 by Standard & Poor's Ratings Service or any successor thereto ("S&P"),
or at least A1 and P-1 by Moody's Investors Service, Inc. or any successor
thereto ("Moody's"), or at least A+ and F1 by Fitch Ratings, Inc. or any
successor thereto ("Fitch"), to the extent such obligations are rated by
S&P, Moody's or Fitch. "Rating Agency Condition" has the meaning specified
in the Indenture defined in Part 1(a) of this Schedule.
The failure by Party A to post Eligible Collateral in accordance herewith
shall constitute an Event of Default with Party A as the Defaulting Party.
(o) Notwithstanding anything to the contrary in Section 6(e) of the Agreement,
if an Early Termination Date is designated due to the occurrence of a
Termination Event or an Additional Termination Event and the Settlement
Amount calculated in respect thereof is a negative number, then the
Settlement Amount shall be deemed to be zero.
PART 2: TAX REPRESENTATIONS
(a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will make the following representation:-
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (x) the accuracy of any
representations made by the other party
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pursuant to Section 3(f) of this Agreement, (y) the satisfaction of
the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii)
of this Agreement and (z) the satisfaction of the agreement of the
other party contained in Section 4(d) of this Agreement, PROVIDED
that it shall not be a breach of this representation where reliance
is placed on clause (y) and the other party does not deliver a form
or document under Section 4(a)(iii) by reason of material prejudice
to its legal or commercial position.
(b) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, Party A and Party B will make the following
representations specified below, if any: none
PART 3: AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver the following documents:
(a) Tax forms, documents or certificates to be delivered are:
PARTY FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
REQUIRED TO
DELIVER
DOCUMENT
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Party A and Any form, document or Upon request
Party B certificate as may be
requested pursuant to Section
4(a)(iii) of this Agreement.
Party B An executed United States (i) As soon as reasonably
Internal Revenue Service practicable after execution of this
Form W-9 (or any successor Agreement, (ii) promptly upon
thereto), as applicable. reasonable demand by Party A and
(iii) promptly upon learning that
any such form previously provided
by Party B has become obsolete or
incorrect.
(b) Other documents to be delivered are:-
PARTY FORM/DOCUMENT/CERTIFICATE DATE BY COVERED BY
REQUIRED TO WHICH TO BE SECTION 3(d)
DELIVER DELIVERED REPRESENTATION
DOCUMENT
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Party A and Certified copies of all corporate Upon execution Yes
Party B authorizations and any other and delivery of
documents with respect to the this Agreement
execution, delivery and
performance of this Agreement
and the Indenture.
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PARTY FORM/DOCUMENT/CERTIFICATE DATE BY COVERED BY
REQUIRED TO WHICH TO BE SECTION 3(d)
DELIVER DELIVERED REPRESENTATION
DOCUMENT
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Party A and Certificate of authority and Upon execution Yes
Party B specimen signatures of individuals and delivery of
executing this Agreement and any this Agreement
Confirmations. and thereafter
upon request of
the other party
Party B An opinion of counsel to Party B Upon execution Yes
on the enforceability of the and delivery of
Agreement and the Confirmation this Agreement
in respect of Party B, reasonably
satisfactory in form and substance
to Party A.
Party A An opinion of counsel to Party A Upon execution Yes
on the enforceability of the and delivery of
Agreement and the Confirmation this Agreement
in respect of Party A, reasonably
satisfactory in form and substance
to Party B.
Party A and Such other documents as the other Promptly upon Yes
Party B party may reasonably request in request
connection with each Transaction.
PART 4: MISCELLANEOUS
(a) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement:-
Address for notice or communications to Party A:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, NY 10260
Attn.: Global Swap Unit
Telex No.: WVD 649216
Answerback: M6T VI
Facsimile No.: 212-648-5922
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Address for notice or communications to Party B:
World Financial Network Credit Card Master Note Trust
c/o JP Morgan Chase
500 Stanton Christiana Road
OPS4/ 3rd Floor
Newark, DE 19713
Attention: Institutional Trust Services
Telephone No.: 302-552-6287
Facsimile No.: 302-552-6280
With a copy to:
World Financial Network National Bank
800 Techcenter Drive
Gahanna, OH 43230
Attention: Treasurer
Telephone No.: 614-729-4723
Facsimile No.: 614-729-4899
(b) PROCESS AGENT. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not applicable.
Party B appoints as its Process Agent: Not applicable.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10 of this Agreement:-
Party A is a Multibranch Party and may act through any Office specified in
the Confirmation for a Transaction.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A unless otherwise
agreed to in writing by Party A or unless Party A is the sole Defaulting
Party with respect to an Event of Default, in which case the Calculation
Agent shall be appointed by the Indenture Trustee. If a party disagrees
with a determination of market value made by the Calculation Agent, such
party shall promptly provide to the Calculation Agent the basis for its
disagreement. The original determination of market value made by the
Calculation Agent shall remain valid unless the Calculation Agent, on the
basis of the information provided by the disputing party, determines
otherwise.
(f) CREDIT SUPPORT DOCUMENT. None.
(g) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A: Not applicable.
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Credit Support Provider means in relation to Party B: Not applicable.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
its conflict of laws doctrine, other than Section 5-1401 of the General
Obligations Law).
(i) NETTING OF PAYMENTS. All amounts payable on the same date, in the same
currency and in respect of the same Transaction shall be netted in
accordance with Section 2(c) of this Agreement. The election contained in
the last paragraph of Section 2(c) of this Agreement shall not apply for
the purposes of this Agreement.
(j) AMENDMENTS. Any amendments to the Agreement, Schedule and/or Confirmation
shall be subject to the Rating Agency Condition.
(k) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
PART 5: OTHER PROVISIONS
(a) ADDITIONAL AGREEMENTS. Party A agrees that it shall not enter a
transaction of the type referred to in 5(a)(viii) (Merger Without
Assumption) where the resulting, surviving or transferee entity fails to
assume all of the obligations of Party A hereunder.
(b) DELIVERY OF CONFIRMATIONS. For each Transaction entered into hereunder,
Party A shall promptly send to Party B a Confirmation via facsimile
transmission. Party B agrees to respond to such Confirmation within two
(2) Local Business Days, either confirming agreement thereto or requesting
a correction of any error(s) contained therein. Failure by Party A to send
a Confirmation or of Party B to respond within such period shall not
affect the validity or enforceability of such Transaction. Absent manifest
error, there shall be a presumption that the terms contained in such
Confirmation are the terms of the Transaction.
(c) RECORDING OF CONVERSATIONS. Each party to this Agreement acknowledges and
agrees to the tape recording of conversations between trading and
marketing personnel of the parties to this Agreement whether by one or
other or both of the parties or their agents, and that any such tape
recordings may be submitted in evidence in any Proceedings relating to the
Agreement.
(d) FURNISHING SPECIFIED INFORMATION. Section 4(a)(iii) is hereby amended by
inserting "promptly upon the earlier of (i)" in lieu of the word "upon" at
the beginning thereof and inserting "or (ii) such party learning that the
form or document is required" before the word "any" on the first line
thereof.
(e) NOTICE BY FACSIMILE TRANSMISSION. Section 12(a) is hereby amended by
inserting the words "2(b)," between the word "Section" and the number "5"
and inserting the words "or 13(c)" between the number "6" and the word
"may" in the second line thereof.
(f) Section 3(a) of this Agreement is amended by (i) deleting the word "and"
at the end of clause (iv); (ii) deleting the period at the end of clause
(v) and inserting therein "; and " ; and (iii) by inserting the following
additional representation:
"(vi) ELIGIBLE CONTRACT PARTICIPANT. It is an `eligible contract
participant' as defined under the Commodity Exchange Act,
Section 1(a)(12)."
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(g) Section 3 is revised so as to add the following Section (g) at the end
thereof:
"(g) RELATIONSHIP BETWEEN PARTIES. Each party represents to the other
party and will be deemed to represent to the other party on the date
on which it enters into a Transaction that (absent a written
agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):-
(i) NON-RELIANCE. It is acting for its own account, and it has
made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate
or proper for it based upon its own judgment and upon advice
from such advisors as it has deemed necessary. It is not
relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information
and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. Further, such
party has not received from the other party any assurance or
guarantee as to the expected results of that Transaction.
(ii) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable
of assuming, and assumes, the financial and other risks of
that Transaction.
(iii) STATUS OF PARTIES. The other party is not acting as an agent,
fiduciary or advisor for it in respect of that Transaction."
(h) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
(i) NON-PETITION. Party A hereby agrees that it will not, prior to the date
which is one year and one day after all Series 2001-A Notes issued by
Party B pursuant to the Indenture have been paid in full, acquiesce,
petition or otherwise invoke or cause Party B to invoke the process of any
court or governmental authority for the purpose of commencing or
sustaining a case against Party B under any federal or state bankruptcy,
insolvency or similar law or for the purpose of appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the
affairs of Party B. Nothing herein shall prevent Party A from
participating in any such proceeding once commenced.
(j) LIMITED RECOURSE. The obligations of Party B under this Agreement are
limited recourse obligations of Party B, payable solely from the Trust
Estate (as such term is defined in the Indenture), subject to and in
accordance with the terms of the Indenture, and, following realization of
the Trust Estate, any claims of Party A against Party B shall be
extinguished. No recourse shall be had for the payment of any amount owing
in respect of this Agreement against the trustee, or any officer, member,
director, employee, security holder or incorporator thereof (each, an
"Affiliated Person") of Party B or its successors or assigns for any
amounts payable under this Agreement. It is understood that the foregoing
provisions shall not (i) prevent
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recourse to the Trust Estate for the sums due or to become due under any
security, instrument or agreement which is part of the Trust Estate
(subject to the priority of payments set forth in the Indenture) or (ii)
constitute a waiver, release or discharge of any obligation of Party B
arising under this Agreement until the Trust Estate has been realized and
the proceeds applied in accordance with the Indenture, whereupon any
outstanding obligation of Party B under this Agreement shall be
extinguished.
(k) TRANSFER. Section 7 of the Agreement is supplemented by the additional
requirement that any transfer or assignment by Party A of its obligations
under the Agreement (including any Confirmation), and any amendments to
the Agreement (including any Confirmation), shall be subject to the Rating
Agency Condition. Party A consents to the pledge and assignment by Party B
of its rights and obligations hereunder and under any Transaction to the
Indenture Trustee pursuant to the Indenture.
(l) EVENTS OF DEFAULT. (i) Section 5(a)(i) of the Agreement is amended by
substituting the following therefor: "Failure by the party to make, when
due, any payment under this Agreement or delivery under Section 2(a)(i) or
2(e) required to be made by it within five days of the date due under this
Agreement and, upon at least one Business Days' prior notice to the other
party."
(m) RATING OF PARTY A. Party A represents to Party B that, on the date of this
Agreement, (i) its long-term unsecured debt is rated at or above "A+" by
S&P, "A1" by Moody's and "A+" by Fitch, and (ii) its short-term unsecured
debt is rated at or above "A-1" by S&P, "P-1" by Moody's and "F1" by
Fitch.
(n) OWNER TRUSTEE. It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by Chase Manhattan Bank
USA, National Association, not individually or personally but solely as
trustee of Party B in the exercise of the powers and authority conferred
and vested in it under the Amended and Restated Trust Agreement (as
defined in the Indenture), (b) each of the representations, undertakings
and agreements herein made on the part of Party B are made and intended
not as personal representations, undertakings and agreements by Chase
Manhattan Bank USA, National Association, but are made and intended for
the purpose of binding only Party B, and (c) under no circumstances shall
Chase Manhattan Bank USA, National Association be personally liable for
the payment of any indebtedness or expenses of Party B or be liable for
the breach or failure of any obligation, representations, warranty or
covenant made or undertaken by Party B under this Agreement.
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ACCEPTED AND AGREED:
MORGAN GUARANTY TRUST WORLD FINANCIAL NETWORK CREDIT
COMPANY OF NEW YORK CARD MASTER NOTE TRUST
By: Chase Manhattan Bank USA, National
Association, not in its individual
By: /s/ James Dwyer capacity, but solely as Owner Trustee
-------------------------------
Name: James Dwyer
Title: Vice President
By: /s/ Denis Kelly
----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
By: ______________________________
Name:
Title:
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