CONFIRMATION
Exhibit 4.9
CONFIRMATION
| Date: |
| June 23, 2004 |
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| To: |
| GE Capital Credit Card Master Note Trust (“Party B”) |
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| From: |
| AIG FINANCIAL PRODUCTS CORP. (“Party A”) |
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| Transaction Reference Number: |
| 562728 |
The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 23, 2004, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.
The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Master Indenture, dated as of September 25, 2003, among Party B, as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture Supplement, dated as of June 23, 2004, among Party B, as Issuer and the Indenture Trustee, both as amended or supplemented from time to time (the “Indenture”).
The terms of the particular Transaction to which this Confirmation relates are as follows:
| Type of Transaction: |
| Class C Notes Interest Rate Swap |
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| Notional Amount: |
| As of any date, (a) USD52,500,000, minus the aggregate amount of principal payments made to the Class C Noteholders on or prior to such date. |
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| Trade Date: |
| June 21, 2004 |
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| Effective Date: |
| June 23, 2004 |
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| Termination Date: |
| The earlier of (i) the Payment Date occurring in June 15, 2010; (ii) the Payment Date on which the Notional Amount is reduced to zero and (iii) an Early Termination Date. |
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| Payment Date: |
| August 15, 2004 and the 15th day of each calendar month thereafter. |
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| Calculation Period: |
| Initially, the period from and including the Effective Date to but excluding, August 15, 2004, and for each period thereafter, from and including each Payment Date to but excluding the following Payment Date. |
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| Business Day Convention: |
| Following |
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| Business Day: |
| New York, London, Connecticut and Georgia |
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| Fixed Rate Amounts: |
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| Fixed Rate Payer: |
| Party B |
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| Fixed Rate Payer |
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| Payment Date: |
| Each Payment Date |
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| Fixed Rate Payer |
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| Period End Dates: |
| Last day of each Calculation Period, with No Adjustment to Period End Date. |
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| Fixed Rate: |
| 3.736% per annum |
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| Fixed Rate Day |
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| Count Fraction: |
| 30/360 |
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| LIBOR Floating Rate Amounts: |
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| LIBOR Floating Rate Payer: |
| Party A |
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| LIBOR Floating Rate Payer |
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| Payment Dates: |
| Each Payment Date |
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| LIBOR Floating Rate Payer |
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| Period End Dates: |
| The last day of each Calculation Period, with Business Day Convention applicable. |
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| Reset Date: |
| The first day of each Calculation Period |
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| LIBOR Floating Rate: |
| USD-LIBOR-BBA |
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| Initial LIBOR Setting: |
| 1.37597% |
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| Designated Maturity: |
| One month, except for the first Calculation Period, which shall be determined by Linear Interpolation. |
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| Spread: |
| None |
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| LIBOR Floating Rate Day |
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| Count Fraction: |
| Actual/360 |
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| Compounding: |
| N/A |
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| Calculation Agent: |
| Party A |
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| Account Details |
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| Payments to Party A: To be provided in written instructions. | ||
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| Payments to Party B: To be provided in written instructions. | ||
[Signature Page Follows]
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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.
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| AIG FINANCIAL PRODUCTS CORP. | |||
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| By: | /s/ James D. Haas |
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| Name: | James D. Haas | ||
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| Title: | Managing Director | ||
Accepted and confirmed as of
the date first above written:
| GE CAPITAL CREDIT CARD MASTER NOTE TRUST |
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| By: The Bank of New York (Delaware), not in its individual capacity, but solely as Trustee |
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| By | /s/Kristine K. Gullo |
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| Name: | Kristine K. Gullo |
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| Title: | Asst. Vice President |
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