Exhibit 4.10


 


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:

  	
   

  	
  1334589/1357649

  



 


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 C Notes
  Fixed/Floating Interest Rate Swap

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  As of any date,
  USD52,500,000, minus the aggregate amount of principal payments made to the
  Class C 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

  



 


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LIBOR Floating Rate Day


Count Fraction:                                                                                                                                     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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