CLASS A-2 CONFIRMATION FOR U.S.DOLLAR INTEREST RATE SWAP TRANSACTION UNDER 1992MASTER AGREEMENT
EXHIBIT 4.10
CLASS A-2
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 1992 MASTER AGREEMENT
Date: |
| August 7, 2003 |
| Our ref: |
| JPMorgan Reference Number |
To: |
| World Financial Network Credit Card |
| From: |
| JPMorgan Chase Bank |
|
|
|
|
|
|
|
Attn: |
| Institutional Trust Services |
| Contact: |
| Document Control |
Fax No: |
| 302 ###-###-#### |
| Fax No: |
| 718 ###-###-#### |
Tel No: |
| 302 ###-###-#### |
| Tel No: |
| 718 ###-###-#### |
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 as amended from time to time, between Party B and BNY Midwest Trust Company, as indenture trustee (the Master Indenture) as supplemented by the Series 2003-A Indenture Supplement, dated as of June 19, 2003 (the Indenture Supplement), as supplemented by the Issuance Supplement, dated as of August 14, 2003 (the Issuance Supplement and together with the Master Indenture and Indenture Supplement, 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 7, 2003 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 $368,000,000 and thereafter an amount equal for each Calculation Period to the Class A-2 Note Principal Balance (as defined in the Indenture Supplement) at the end of the first day of that Calculation Period. |
|
|
|
|
|
Trade Date: |
| August 7, 2003 |
|
|
|
|
|
Effective Date: |
| August 14, 2003 |
|
|
|
|
|
Termination Date: |
| The earlier of (i) the March 2012 Distribution Date, subject to adjustment in accordance with the Following Business Day Convention, and (ii) the date on which the Class A-2 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 A/B Expected Principal Payment Date is the May 2008 Distribution Date, subject to the Modified Following Business Day Convention. |
|
|
|
|
|
|
|
|
|
Fixed Amounts: |
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate Payer: |
| Party B | |
|
|
| |
Fixed Rate Payer Payment Dates: |
| The 15th of each month commencing September 15, 2003 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
|
|
| |
Fixed Rate: |
| As per the Fixed Rate Schedule attached hereto as Schedule I | |
|
|
| |
Fixed Rate Day Count Fraction: |
| Actual/360 | |
|
|
| |
Floating Amounts: |
|
| |
|
|
| |
|
|
| |
Floating Rate Payer: |
| Party A | |
|
|
| |
Floating Rate Payer Payment Dates: |
| The 15th of each month commencing September 15, 2003 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
|
|
| |
Floating Rate for initial Calculation Period: |
| Linear Interpolation |
World Financial Network Credit Card Master Note Trust
Series 2003-A Confirmation
Reference Number
2
Floating Rate Option: |
| USD-LIBOR-BBA |
|
|
|
Designated Maturity: |
| 1 Month, except for the initial Calculation Period |
|
|
|
Spread: |
| None |
|
|
|
Floating Rate Day Count Fraction: |
| Actual/360 |
|
|
|
Reset Dates: |
| First day of each Calculation Period |
|
|
|
Business Days: |
| New York, London, Columbus, Ohio, and Chicago, |
|
|
|
Calculation Agent: |
| Party A |
3. Additional Amounts Upon Partial Termination
On any Payment Date prior to the Class A/B Expected Principal Payment Date (as defined in the Indenture Supplement), where as a result of principal payments on the Class A-2 Notes (as defined in the Indenture Supplement), the Notional Amount would be reduced by the corresponding reduction in the Class A-2 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
3
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 A: |
| Name: JPMorgan Chase Bank |
|
|
|
Account for payments to Party B: |
| Name: Bank of New York |
5. Offices:
The Office of Party A for this Transaction is: |
| 4 Metrotech Center, 17th Floor |
|
|
|
The Office of Party B for this Transaction is: |
| c/o Chase Manhattan Bank |
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.  ###-###-####/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.
4
JPMORGAN CHASE BANK | Accepted and confirmed as of the date first | |||||
|
|
| ||||
By: | /s/ Don Thompson |
| WORLD FINANCIAL NETWORK CREDIT | |||
Name: Don Thompson | ||||||
Title: Managing Director and | ||||||
| ||||||
|
| |||||
|
| |||||
| By: | /s/ John J. Cashin |
| |||
| Name: John J. Cashin | |||||
| Title: Vice-President | |||||
5
SCHEDULE I
FIXED RATE SCHEDULE
Period Start Date |
| Period End Date |
| A-2 Fixed Rate |
|
|
|
|
|
|
|
08/14/2003 |
| 09/15/2003 |
| 4.12% |
|
09/15/2003 |
| 10/15/2003 |
| 4.12% |
|
10/15/2003 |
| 11/15/2003 |
| 4.12% |
|
11/15/2003 |
| 12/15/2003 |
| 4.12% |
|
12/15/2003 |
| 01/15/2004 |
| 4.12% |
|
01/15/2004 |
| 02/15/2004 |
| 4.12% |
|
02/15/2004 |
| 03/15/2004 |
| 4.12% |
|
03/15/2004 |
| 04/15/2004 |
| 4.12% |
|
04/15/2004 |
| 05/15/2004 |
| 4.12% |
|
05/15/2004 |
| 06/15/2004 |
| 4.12% |
|
06/15/2004 |
| 07/15/2004 |
| 3.79% |
|
07/15/2004 |
| 08/15/2004 |
| 3.79% |
|
08/15/2004 |
| 09/15/2004 |
| 3.79% |
|
09/15/2004 |
| 10/15/2004 |
| 3.79% |
|
10/15/2004 |
| 11/15/2004 |
| 3.79% |
|
11/15/2004 |
| 12/15/2004 |
| 3.79% |
|
12/15/2004 |
| 01/15/2005 |
| 3.79% |
|
01/15/2005 |
| 02/15/2005 |
| 3.79% |
|
02/15/2005 |
| 03/15/2005 |
| 3.79% |
|
03/15/2005 |
| 04/15/2005 |
| 3.79% |
|
04/15/2005 |
| 05/15/2005 |
| 3.79% |
|
05/15/2005 |
| 06/15/2005 |
| 3.79% |
|
06/15/2005 |
| 07/15/2005 |
| 3.46% |
|
07/15/2005 |
| 08/15/2005 |
| 3.46% |
|
08/15/2005 |
| 09/15/2005 |
| 3.46% |
|
09/15/2005 |
| 10/15/2005 |
| 3.46% |
|
10/15/2005 |
| 11/15/2005 |
| 3.46% |
|
11/15/2005 |
| 12/15/2005 |
| 3.46% |
|
12/15/2005 |
| 01/15/2006 |
| 3.46% |
|
01/15/2006 |
| 02/15/2006 |
| 3.46% |
|
02/15/2006 |
| 03/15/2006 |
| 3.46% |
|
03/15/2006 |
| 04/15/2006 |
| 3.46% |
|
04/15/2006 |
| 05/15/2006 |
| 3.46% |
|
05/15/2006 |
| 06/15/2006 |
| 3.46% |
|
06/15/2006 |
| 07/15/2006 |
| 3.13% |
|
07/15/2006 |
| 08/15/2006 |
| 3.13% |
|
08/15/2006 |
| 09/15/2006 |
| 3.13% |
|
09/15/2006 |
| 10/15/2006 |
| 3.13% |
|
10/15/2006 |
| 11/15/2006 |
| 3.13% |
|
11/15/2006 |
| 12/15/2006 |
| 3.13% |
|
12/15/2006 |
| 01/15/2007 |
| 3.13% |
|
01/15/2007 |
| 02/15/2007 |
| 3.13% |
|
02/15/2007 |
| 03/15/2007 |
| 3.13% |
|
03/15/2007 |
| 04/15/2007 |
| 3.13% |
|
04/15/2007 |
| 05/15/2007 |
| 3.13% |
|
05/15/2007 |
| 06/15/2007 |
| 3.13% |
|
06/15/2007 |
| 07/15/2007 |
| 2.80% |
|
07/15/2007 |
| 08/15/2007 |
| 2.80% |
|
08/15/2007 |
| 09/15/2007 |
| 2.80% |
|
09/15/2007 |
| 10/15/2007 |
| 2.80% |
|
10/15/2007 |
| 11/15/2007 |
| 2.80% |
|
11/15/2007 |
| 12/15/2007 |
| 2.80% |
|
12/15/2007 |
| 01/15/2008 |
| 2.80% |
|
01/15/2008 |
| 02/15/2008 |
| 2.80% |
|
02/15/2008 |
| 03/15/2008 |
| 2.80% |
|
03/15/2008 |
| 04/15/2008 |
| 2.80% |
|
04/15/2008 |
| 05/15/2008 |
| 2.80% |
|
05/15/2008 |
| Thereafter |
| 3.47% |
|