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Exhibit 4.13
CLASS C
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2001 MASTER AGREEMENT
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DATE: August 21, 2001 OUR REF: Morgan Reference Number 500342
TO: World Financial Network Credit Card FROM: Morgan Guaranty Trust Company of
Master Note Trust New York
c/o JP Morgan Chase 60 Wall Street
500 Stanton Christiana Road New York, NY 10260
OPS4/ 3rd Floor
Newark, DE 19713
ATTN: Institutional Trust Services CONTACT: Document Control
FAX NO: FAX NO: 212-648-8882
TEL NO: TEL NO: 212-648-5088
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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 MORGAN GUARANTY TRUST COMPANY OF NEW YORK
(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 1991 ISDA Definitions, as
amended by the 1998 Supplement thereto (each 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 2001-A Indenture Supplement, dated as of August 21, 2001 (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 August 21, 2001,
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 Morgan Guaranty Trust Company of New
York 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 121,500,000 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: August 2, 2001
Effective Date: August 21, 2001
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Termination Date: The earlier of (i) June 16, 2008, 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 September 15, 2004,
subject to the Following Business Day
Convention.
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment The 15th of each month commencing October 15,
Dates: 2001 and ending on the Termination Date,
subject to adjustment in accordance with the
Following Business Day Convention
Fixed Rate: 4.92% 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 October 15,
Payment Dates: 2001 and ending on the Termination Date,
subject to adjustment in accordance with the
Following Business Day Convention.
Floating Rate for initial
Calculation Period: 3.575%
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month, including initial Calculation
Period.
Spread: None
Floating Rate Day Count Actual/360
Fraction:
Reset Dates: First day of each Calculation Period
Business Days: New York, Columbus, Ohio, and Chicago,
Illinois
Calculation Agent: Party A
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2001-A CONFIRMATION
REFERENCE NUMBER 500342
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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 Party Name: Morgan Guaranty Trust Company of New
A: York
City: New York
ABA# 021-000-238
Ref: World Financial Network Credit Card Master
Note Trust - Swaps Group
Acct: 67007054
Account for payments to Party Bank of New York
B: ABA #021-000-018
Name: World Financial Network Credit Card Master
Note Trust
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2001-A CONFIRMATION
REFERENCE NUMBER 500342
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Collection Account
Acct: 048171
5. OFFICES:
The Office of Party A for this 270 Park Avenue, 8th Floor
Transaction is:
New York, NY 10017
The Office of Party B for this 500 Stanton Christiana Road
Transaction is:
OPS4/ 3rd Floor
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 Document Control (fax no. 212-648-8882).
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.
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2001-A CONFIRMATION
REFERENCE NUMBER 500342
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J.P. MORGAN SECURITIES INC., AS ACCEPTED AND CONFIRMED AS OF THE DATE
AGENT FOR MORGAN GUARANTY TRUST FIRST WRITTEN:
COMPANY OF NEW YORK
WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST,
BY: CHASE MANHATTAN BANK USA, NATIONAL
By: /s/ Sheri McCall ASSOCIATION, NOT IN ITS INDIVIDUAL
---------------------------- CAPACITY, BUT SOLELY AS OWNER TRUSTEE
Name: Sheri McCall
Title: Assistant Vice President
By: ____________________________ By: /s/ Denis Kelly
Name: ----------------------------------
Name and Title: Denis Kelly
Title: Assistant Vice President
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2001-A CONFIRMATION
REFERENCE NUMBER 500342
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