EXHIBIT 4.5
November 7, 2002
World Financial Network Credit Card Master Note Trust
c/o Chase Manhattan Bank USA, National Association
000 Xxxxxxx Xxxxxxxxxx Xxxx
XXX0, 0xx Xxxxx
Xxxxxx, XX 00000
Attn: Institutional Trust Services
World Financial Network Credit Card Master Note Trust
c/o XX Xxxxxx Chase Bank
000 Xxxx 00xx Xx.
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Institutional Trust Services
World Financial Network National Bank
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Treasurer
AMENDMENT TO ISDA MASTER AGREEMENT
----------------------------------
Dear Ladies/Gentlemen:
Reference is made to the ISDA Master Agreement, dated as of October 29,
2002 and effective as of November 7, 2002, between JPMorgan Chase Bank
("Xxxxxx") and World Financial Network Credit Card Master Note Trust (the
"Counterparty") (the "Agreement").
The parties hereby agree to amend the Agreement as follows:
1. Amendment to definition of "Approved Credit Support
Document". Part 1, paragraph (o) of the Schedule to the
Agreement is modified so that the definition of the term
"Approved Credit Support Document" reads in its entirety as
follows:
" `Approved Credit Support Document' means a security
agreement in the form of the 1994 ISDA Credit Support Annex
(ISDA Agreements Subject to New York Law Only), as modified
by the Paragraph 13 thereto, which Paragraph 13 will be in
the form of Annex A to this Agreement;"
2. Addition of Annex A to the Agreement. Annex A to this Amendment
Agreement shall be inserted immediately following the signature page
of the Schedule to the Agreement as Annex A to the Agreement.
This Amendment shall be governed by, and construed in accordance with the
law specified as the Governing Law in the Schedule to the Agreement and will
be effective as of the date of the Agreement.
In all other respects, the Agreement, as amended, shall remain in full
force and effect.
Very truly yours,
JPMORGAN CHASE BANK
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Confirmed and agreed to as of the
date first above written:
WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST
By: Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as owner trustee
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
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ANNEX A TO THE AMENDMENT TO ISDA MASTER AGREEMENT, DATED AS OF
NOVEMBER 7, 2002 BETWEEN JPMORGAN CHASE BANK AND WORLD FINANCIAL
NETWORK CREDIT CARD MASTER NOTE TRUST
ANNEX A
--------
PARAGRAPH 13 TO
CREDIT SUPPORT ANNEX
to the Schedule to the
Master Agreement
dated as of October 29, 2002 and effective as of November 7, 2002
between
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JPMORGAN CHASE BANK and WORLD FINANCIAL NETWORK CREDIT
("Xxxxxx") CREDIT CARD MASTER NOTE
TRUST
("Counterparty")
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Paragraph 13. Elections and Variables
(a) Security Interest for "Obligations". The term "Obligations" as used in
this Annex includes no additional obligations with respect to either party.
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(A) "Delivery Amount" has the meaning specified in Paragraph
3(a).
(B) "Return Amount" has the meaning specified in Paragraph
3(b).
(C) "Credit Support Amount" shall not have the meaning
specified in Paragraph 3(b) and, instead, will have the
following meaning:
"Credit Support Amount" means, for any Valuation Date, (i) the
Secured Party's Modified Exposure for that Valuation Date minus
(ii) the Pledgor's Threshold; provided, however, that the
Credit Support Amount will be deemed to be zero whenever the
calculation of Credit Support Amount yields a number less than
zero.
(ii) Eligible Collateral. The following items will qualify as
"Eligible Collateral":
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Xxxxxx "Valuation
Percentage"
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(A) USD Cash X 100%
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(B) Negotiable debt obligations issued by X 98.75%
the U.S. Treasury Department having a
remaining maturity of one year or less
from the Valuation Date
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(C) Negotiable debt obligations issued by the X 91.7%
U.S. Treasury Department having a remaining
maturity of more than one year but less than
ten years from the Valuation Date
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(D) Negotiable debt obligations issued by the X 80.5%
U.S. Treasury Department having a remaining
maturity of ten years or more From the
Valuation Date
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(E) Agency Securities having a remaining maturity X 97.75%
of one year or less from the Valuation Date
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(F) Agency Securities having a remaining maturity X 90.0%
of more than one year but less than ten years
from the Valuation Date
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(G) Agency Securities having a remaining X 78.5%
maturity of ten years or more from the
Valuation Date
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(H) USD denominated Commercial Paper rated X 96.5%
A1/P1 by S&P and Moody's respectively, that
(a) settles within DTC, (b) is not issued by
Xxxxxx or any of its Affiliates and (c) has a
remaining maturity of 30 days or less from the
Valuation Date
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For purposes of the foregoing:
(a) "Agency Securities" means negotiable debt obligations which
are fully guaranteed as to both principal and interest by the
Federal National Mortgage Association, the Government National
Mortgage Association or the Federal Home Loan Mortgage
Corporation, but excluding (i) interest only and principal only
securities and (ii) Collateralized Mortgage Obligations, Real
Estate Mortgage Investment Conduits and similar derivative
securities.
(b) "DTC" shall mean The Depository Trust & Clearing
Corporation, or its successor.
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(c) "Moody's" shall mean Xxxxx'x Investors Service, Inc., or
its successor.
(d) "S&P" shall mean Standard & Poor's Ratings Group, or its
successor.
(e) Eligible Collateral of the type described in Paragraph
13(b)(ii)(H) may never constitute more than 20% of the total
Value of Posted Collateral.
(f) The Value of Posted Collateral consisting of Eligible
Collateral of the type described in Paragraph 13(b)(ii)(H) must
be divided equally among at least three issuers.
(iii) Other Eligible Support. There shall be no "Other Eligible
Support" for purposes of this Annex, unless agreed in writing
between the parties.
(iv) Thresholds.
(A) "Independent Amount" means zero.
(B) "Threshold" shall not apply with respect to the
Counterparty and, with respect to Xxxxxx, shall mean the
amounts determined on the basis of the lower of the Credit
Ratings set forth in the following table, provided, however,
that if (i) Xxxxxx has no Credit Rating, or (ii) an Event of
Default has occurred and is continuing with respect to
Xxxxxx, Morgan's Threshold shall be U.S.$0:
CREDIT RATING THRESHOLD
(S&P /Xxxxx'x/Fitch) Xxxxxx
-------------------- ------
S&P: A-1 or above. Infinity
Moody's (long-term senior unsecured
debt of Xxxxxx): A1 or above.
Moody's (short-term senior unsecured
debt of Xxxxxx): P-1 or above.
S&P: Below A-1. US$0
Moody's (long-term senior unsecured
debt of Xxxxxx): Below A1 or A1 on
negative watch.
Moody's (short-term senior unsecured
debt of Xxxxxx): Below P-1
or P-1 on negative watch.
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As used herein:
"Credit Rating" means, with respect to (a) S&P, the rating
assigned by S&P to the short-term senior unsecured debt of
Xxxxxx, and (b) Moody's, the rating assigned by Moody's to the
long-term senior unsecured debt of Xxxxxx or to the short-term
senior unsecured debt of Xxxxxx, as applicable.
(C) "Minimum Transfer Amount", with respect to a party on any
Valuation Date, means U.S. $250,000.
(D) Rounding. The Delivery Amount and the Return Amount will be
rounded up and down to the nearest integral multiple of
$100,000, respectively.
(c) Valuation and Timing.
(i) "Valuation Agent" means Xxxxxx.
(ii) "Valuation Date" means weekly on the last Local Business Day
of each week or more frequently if agreed in writing by the
parties.
(iii) "Valuation Time" means the close of business in the city of
the Valuation Agent on the Valuation Date or date of
calculation, as applicable.
(iv) "Notification Time" means 12:00 p.m., New York time, on a
Local Business Day.
(d) Conditions Precedent. With respect to Xxxxxx, any Additional
Termination Event (if Xxxxxx is the Affected Party with respect to such
Termination Event) will be a "Specified Condition".
(e) Substitution.
(i) "Substitution Date" has the meaning specified in Paragraph
4(d)(ii).
(ii) Consent. Inapplicable.
(f) Dispute Resolution.
(i) "Resolution Time" means 1:00 p.m., New York time, on the
Local Business Day following the date on which the notice is
given that gives rise to a dispute under Paragraph 5.
(ii) Value. For the purposes of Paragraphs 5(i)(C) and 5(ii), the
Value of Posted Credit Support other than Cash will be
calculated as follows:
(A) with respect to any Eligible Collateral except Cash, the
sum of (I) (x) the mean of the high bid and low asked prices
quoted on such date by any principal market maker for such
Eligible Collateral chosen by the Disputing Party, or (y) if
no quotations are available from a principal market maker
for such date, the mean of such high bid and low asked
prices as of the first day prior to such date on which such
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quotations were available, plus (II) the accrued interest on
such Eligible Collateral (except to the extent Transferred
to a party pursuant to any applicable provision of this
Agreement or included in the applicable price referred to in
(I) of this clause (A)) as of such date; multiplied by the
applicable Valuation Percentage.
(iii) Alternative. The provisions of Paragraph 5 will apply.
(g) Holding and Using Posted Collateral.
(i) Eligibility to Hold Posted Collateral; Custodians.
Counterparty and its Custodian will be entitled to hold
Posted Collateral pursuant to Paragraph 6(b); provided that
the following conditions applicable to it are satisfied:
(1) Counterparty is not a Defaulting Party and
(2) Posted Collateral may be held only in the following
jurisdictions: New York State.
Initially, the Custodian for Counterparty is: None
(ii) Use of Posted Collateral. The provisions of Paragraph
6(c) will not apply to Counterparty.
(h) Distributions and Interest Amount.
(i) Interest Rate. "Interest Rate" for any day means, the
Federal Funds Overnight Rate. For the purposes hereof,
"Federal Funds Overnight Rate" means, for any day, an
interest rate per annum equal to the rate published as the
Federal Funds Effective Rate that appears on Telerate Page
118 for such day.
(ii) Transfer of Interest Amount. The Transfer of the Interest
Amount will be made monthly on the second Local Business Day
of each calendar month.
(iii) Alternative to Interest Amount. The provisions of Paragraph
6(d)(ii) will apply.
(i) Additional Representation(s). Not Applicable.
(j) Other Eligible Support and Other Posted Support.
(i) "Value" with respect to Other Eligible Support and Other Posted
Support means: Not Applicable.
(ii) "Transfer" with respect to Other Eligible Support and Other
Posted Support means: Not Applicable
(k) Demands and Notices.
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All demands, specifications and notices under this Annex will be made
pursuant to the Notices Section of this Agreement, unless otherwise
specified here:
Counterparty:
Xxxxxx:
(l) Addresses for Transfers.
Counterparty: as set forth in notices to Xxxxxx from time to time
Xxxxxx:
(m) Other Provisions:
(i) Modification to Paragraph 1: The following subparagraph (b)
is substituted for subparagraph (b) of this Annex:
(b) Secured Party and Pledgor. All references in this Annex to
the "Secured Party" will be to Counterparty and all
corresponding references to the "Pledgor" will be to Xxxxxx.
(ii) Modification to Paragraph 2: The following Paragraph 2 is
substituted for Paragraph 2 of this Annex:
Paragraph 2. Security Interest. The Pledgor hereby pledges to
the Secured Party, as security for its Obligations, and grants
to the Secured Party a first priority continuing security
interest in, lien on and right of Set-Off against all Posted
Collateral Transferred to or received by the Secured Party
hereunder. Upon the Transfer by the Secured Party to the
Pledgor of Posted Collateral, the security interest and lien
granted hereunder on that Posted Collateral will be released
immediately and, to the extent possible, without any further
action by either party.
(iii) Modification to Paragraph 9: The following first clause
of Paragraph 9 is substituted for the first clause of Paragraph 9 of
this Annex:
Paragraph 9. Representations. The Pledgor represents to the
Secured Party (which representations will be deemed to be
repeated as of each date on which it Transfers Eligible
Collateral) that:
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(iv) Modifications to Paragraph 12: The following definitions
of "Pledgor" and "Secured Party" are substituted for the definitions
of those terms contained in Paragraph 12 of this Annex:
"Pledgor" means Xxxxxx, when that party (i) receives a demand
for or is required to Transfer Eligible Credit Support under
Paragraph 3(a) or (ii) has Transferred Eligible Credit Support
under Paragraph 3(a).
"Secured Party" means Counterparty, when that party (i) makes a
demand for or is entitled to receive Eligible Credit Support
under Paragraph 3(a) or (ii) holds or is deemed to hold Posted
Credit Support.
(v) Addition to Paragraph 12: The following definitions of
"Modified Exposure" shall be added immediately after the definition
of the term "Minimum Transfer Amount" and immediately prior to the
definition of the term "Notification Time" in Paragraph 12 of this
Annex:
"Modified Exposure" means, for any Valuation Date, an amount
equal to the greater of (i) the Secured Party's Exposure for
that Valuation Date, (ii) the amount of the next scheduled
payment that is required to be made by Xxxxxx pursuant to the
Transaction and (iii) one percent of the outstanding Notional
Amount of the Transaction.
(vi) Modification to Paragraph 12: Clause "(B)" of the
definition of "Value" will be substituted to read in its entirety as
follows:
"(B) a security, the bid price obtained by the Valuation Agent
from one of the Pricing Sources multiplied by the applicable
Valuation Percentage, if any;"
(vii) Addition to Paragraph 12: The following definition of
"Pricing Sources" shall be added immediately after the definition of
the term "Posted Credit Support" and immediately prior to the
definition of the term "Recalculation Date" in Paragraph 12 of this
Annex:
"Pricing Sources" means the sources of financial information
commonly known as Bloomberg, Bridge Information Services, Data
Resources Inc., Interactive Data Services, International
Securities Market Association, Xxxxxxx Xxxxx Securities Pricing
Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp
Pricing, XX Xxxxx, S&P and Telerate.
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Accepted and Agreed:
JPMORGAN CHASE BANK
By: __________________________________
Name:
Title:
WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST
By: Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as owner trustee
By: _______________________________
Name:
Title:
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