CONFIRMATION

EX-4.9 11 a05-5884_1ex4d9.htm EX-4.9

Exhibit 4.9

 

CONFIRMATION

Date:

 

March 30, 2005

 

 

 

To:

 

GE Capital Credit Card Master Note Trust (“Party B”)

 

 

 

From:

 

Royal Bank of Canada (“Party A”)

 

 

 

Transaction Reference Number:

 

1334552/1357608

 

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 Swaps 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 March 30, 2005, 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, between Party B, as Issuer, and Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture Supplement, dated as of March 30, 2005, between Party B, as Issuer, and the Indenture Trustee, both as amended or supplemented from time to time (collectively, the “Indenture”).

The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:

 

Class B Notes Fixed/Floating Interest Rate Swap

 

 

 

Notional Amount:

 

As of any date, USD110,000,000, minus the aggregate amount of principal payments made to the Class B Noteholders on or prior to such date.

 

 

 

Trade Date:

 

March 29, 2005

 

 

 

Effective Date:

 

March 30, 2005

 

 

 

Termination Date:

 

The earlier of (i) the Payment Date in March, 2013; (ii) the date on which the Notional Amount is reduced to zero and (iii) an Early Termination Date.

 



 

Payment Date:

 

May 15, 2005 and the 15th day of each calendar month thereafter, subject to the Business Day Convention.

 

 

 

Calculation Period:

 

Initially, the period from and including the Effective Date to but excluding, May 15, 2005, and for each period thereafter, from and including each Payment Date to but excluding the following Payment Date.

 

 

 

Business Day Convention:

 

Following

 

 

 

Business Day:

 

New York, London, Connecticut and Georgia

 

 

 

Fixed Rate Amounts:

 

 

 

 

 

Fixed Rate Payer:

 

Party B

 

 

 

Fixed Rate Payer

 

 

 

 

 

Payment Date:

 

Each Payment Date

 

 

 

Fixed Rate Payer

 

 

 

 

 

Period End Dates:

 

Last day of each Calculation Period, with No Adjustment to Period End Date.

 

 

 

Fixed Rate:

 

4.696% per annum

 

 

 

Fixed Rate Day

 

 

 

 

 

Count Fraction:

 

30/360

 

 

 

LIBOR Floating Rate Amounts:

 

 

 

 

 

LIBOR Floating Rate Payer:

 

Party A

 

 

 

LIBOR Floating Rate Payer

 

 

 

 

 

Payment Dates:

 

Each Payment Date

 

 

 

LIBOR Floating Rate Payer

 

 

 

 

 

Period End Dates:

 

The last day of each Calculation Period, with Business Day Convention applicable.

 

 

 

Reset Date:

 

The first day of each Calculation Period

 

 

 

LIBOR Floating Rate:

 

USD-LIBOR-BBA

 

 

 

Initial LIBOR Setting:

 

2.92969%

 

 

 

Designated Maturity:

 

One month, except for the first Calculation Period, which shall be determined by Linear Interpolation.

 

 

 

Spread:

 

None

 

2



 

LIBOR Floating Rate Day

Count Fraction:                                                                                                                                   &# 160; Actual/360

Compounding:                                                                                                                                     ;     N/A

Calculation Agent:                                                                                                                                             Party A

Account Details

Payments to Party A:

JPMorgan Chase Bank, New York,

SWIFT:  CHASUS33 for the Royal Bank of Canada, Treasury Division, Toronto,

SWIFT:  ROYCCAT3IMM,

A/C# 001-1-153004

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.

 

ROYAL BANK OF CANADA

 

By:

       /s/ Irene Klausmann

 

Name: Irene Klausmann

 

Title:   Manager, Trading Documentation

 

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Accepted and confirmed as of
the date first above written:

 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST
    By: 
The Bank of New York (Delaware), not in its individual capacity, but solely as

Trustee



By

       /s/ Kristine K. Gullo

 

Name: Kristine K. Gullo

 

Title:   Assistant Vice President

 

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