Exhibit 4.10


 


CLASS C


CONFIRMATION FOR U.S.
DOLLAR INTEREST RATE SWAP


TRANSACTION UNDER 1992
MASTER AGREEMENT


 


 


	
  Date:

  	
   

  	
  May 19, 2004

  	
   

  	
  Our ref:

  	
   

  	
  Barclays
  Reference Number

  533197B

  
	
  To:

  	
   

  	
  World
  Financial Network Credit Card

  Master Note Trust

  c/o Chase Manhattan Bank

  USA, National Association

  500 Stanton Christiana Road

  OPS4, 3rd Floor Newark, DE 
  19713

  	
   

  	
  From:

  	
   

  	
  Barclays
  Bank PLC

  5 The North Colonnade

  Canary Wharf

  E14 4BB

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Institutional
  Trust Services

  	
   

  	
  Contact:

  	
   

  	
  Swap
  Documentation

  
	
  Fax No:

  	
   

  	
  302-552-6280

  	
   

  	
  Fax No:

  	
   

  	
  44 (20) 7773
  6461

  
	
  Tel No:

  	
   

  	
  302-552-6279

  	
   

  	
  Tel No:

  	
   

  	
  44 (20) 7773
  6810

  



 


 


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 Barclays Bank PLC  (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 2004-A Indenture Supplement,
dated as of May 19, 2004 (the “Indenture 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 May 19, 2004 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 Barclays Bank PLC  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 $67,500,000 and thereafter an amount equal for each Calculation Period to
  the Class C Note Principal Balance (as defined in the Indenture Supplement)
  at the end of the first day of that Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  May 11, 2004

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  May 19, 2004

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  The earlier
  of (i) the March 2013 Distribution Date, subject to adjustment in
  accordance with the Following Business Day Convention, and (ii) the date on which the Class C 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 C Expected Principal Payment Date is the June 2009 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 July 15, 2004 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 July 15, 2004 and ending on the Termination
  Date, subject to adjustment in accordance with the Modified Following
  Business Day Convention.

  
					



 


2

















 


	
  Floating
  Rate for initial Calculation Period:

  	
   

  	
  Linear
  Interpolation

  
	
   

  	
   

  	
   

  
	
  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, Illinois

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  Party A

  



 


 


3.                                      Additional Amounts Upon Partial Termination


 


On
any Payment Date prior to the Class C Expected Principal Payment Date (as
defined in the Indenture Supplement), where as a result of principal payments
on the Class C Notes (as defined in the Indenture Supplement), the Notional
Amount would be reduced by the corresponding reduction in the Class C 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 $60 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.


 


3

















 


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 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:  Barclays Bank PLC

  City:  New York

  ABA#  026 002 574

  Ref:  Barclays Swaps

  Acct:  050-01922-8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Account for
  payments to Party B:

  	
   

  	
  Name:  Bank of New York

  City:  New York

  ABA#  021-000-018

  Ref:  World Financial Network Credit
  Card Master

  Note Trust – GLA111565

  Acct:  394502WFN 2004-A Finance Charge
  Account

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Offices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Office
  of Party A for this Transaction is:

  	
   

  	
  5 The North
  Colonnade

  Canary

  Wharf E14 4BB

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Office
  of Party B for this Transaction is:

  	
   

  	
  c/o Chase
  Manhattan Bank

  USA, National Association

  500 Stanton Christiana Road 

  OPS4, 3rd Floor

  Newark, DE  19713

  



 


6.                                      Insolvency


 


The
“Bankruptcy” provisions of clause (2) of Section 5(a)(vii) will not apply
to the Counterparty if the Counterparty’s insolvency, inability to pay its
debts, or failure or admission in writing of its inability generally to pay its
debts as they become due relates solely to debts of the Counterparty that are
subordinated to the Class C Notes.


 


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 BGS
Operations (fax no. 44 (20)
7773 6461).


 


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

















 


	
  BARCLAYS BANK PLC

  	
  Accepted and confirmed as of the
  date first written:

  
	
   

  	
   

  
	
  By:

  	
  /s/ Andrew Adams

  	
   

  	
  WORLD FINANCIAL NETWORK CREDIT

  CARD MASTER NOTE TRUST,

  
	
  Name:  Andrew Adams

  	
  By: Chase Manhattan Bank USA, National Association,

  
	
  Title:  Authorized Signatory

  	
  not in its individual capacity, but solely as Owner

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John J. Cashin

  	
   

  
	
   

  	
  Name:  John J. Cashin

  
	
   

  	
  Title:  Vice President

  
						



 


5

















 


SCHEDULE I


 


FIXED
RATE SCHEDULE


 


 


	
  Period Start Date

  	
   

  	
  Period
  End Date

  	
   

  	
  C
  Fixed Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  05/19/2004

  	
   

  	
  07/15/2004

  	
   

  	
  5.664

  	
  %

  
	
  07/15/2004

  	
   

  	
  08/15/2004

  	
   

  	
  5.664

  	
  %

  
	
  08/15/2004

  	
   

  	
  09/15/2004

  	
   

  	
  5.664

  	
  %

  
	
  09/15/2004

  	
   

  	
  10/15/2004

  	
   

  	
  5.664

  	
  %

  
	
  10/15/2004

  	
   

  	
  11/15/2004

  	
   

  	
  5.664

  	
  %

  
	
  11/15/2004

  	
   

  	
  12/15/2004

  	
   

  	
  5.664

  	
  %

  
	
  12/15/2004

  	
   

  	
  01/15/2005

  	
   

  	
  5.664

  	
  %

  
	
  01/15/2005

  	
   

  	
  02/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  02/15/2005

  	
   

  	
  03/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  03/15/2005

  	
   

  	
  04/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  04/15/2005

  	
   

  	
  05/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  05/15/2005

  	
   

  	
  06/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  06/15/2005

  	
   

  	
  07/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  07/15/2005

  	
   

  	
  08/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  08/15/2005

  	
   

  	
  09/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  09/15/2005

  	
   

  	
  10/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  10/15/2005

  	
   

  	
  11/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  11/15/2005

  	
   

  	
  12/15/2005

  	
   

  	
  5.114

  	
  %

  
	
  12/15/2005

  	
   

  	
  01/15/2006

  	
   

  	
  5.114

  	
  %

  
	
  01/15/2006

  	
   

  	
  02/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  02/15/2006

  	
   

  	
  03/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  03/15/2006

  	
   

  	
  04/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  04/15/2006

  	
   

  	
  05/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  05/15/2006

  	
   

  	
  06/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  06/15/2006

  	
   

  	
  07/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  07/15/2006

  	
   

  	
  08/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  08/15/2006

  	
   

  	
  09/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  09/15/2006

  	
   

  	
  10/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  10/15/2006

  	
   

  	
  11/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  11/15/2006

  	
   

  	
  12/15/2006

  	
   

  	
  4.564

  	
  %

  
	
  12/15/2006

  	
   

  	
  01/15/2007

  	
   

  	
  4.564

  	
  %

  
	
  01/15/2007

  	
   

  	
  02/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  02/15/2007

  	
   

  	
  03/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  03/15/2007

  	
   

  	
  04/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  04/15/2007

  	
   

  	
  05/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  05/15/2007

  	
   

  	
  06/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  06/15/2007

  	
   

  	
  07/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  07/15/2007

  	
   

  	
  08/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  08/15/2007

  	
   

  	
  09/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  09/15/2007

  	
   

  	
  10/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  10/15/2007

  	
   

  	
  11/15/2007

  	
   

  	
  4.014

  	
  %

  
	
  11/15/2007

  	
   

  	
  12/15/2007

  	
   

  	
  4.014

  	
  %

  



 

















 


	
  12/15/2007

  	
   

  	
  01/15/2008

  	
   

  	
  4.014

  	
  %

  
	
  01/15/2008

  	
   

  	
  02/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  02/15/2008

  	
   

  	
  03/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  03/15/2008

  	
   

  	
  04/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  04/15/2008

  	
   

  	
  05/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  05/15/2008

  	
   

  	
  06/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  06/15/2008

  	
   

  	
  07/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  07/15/2008

  	
   

  	
  08/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  08/15/2008

  	
   

  	
  09/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  09/15/2008

  	
   

  	
  10/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  10/15/2008

  	
   

  	
  11/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  11/15/2008

  	
   

  	
  12/15/2008

  	
   

  	
  3.464

  	
  %

  
	
  12/15/2008

  	
   

  	
  01/15/2009

  	
   

  	
  3.464

  	
  %

  
	
  01/15/2009

  	
   

  	
  02/15/2009

  	
   

  	
  2.914

  	
  %

  
	
  02/15/2009

  	
   

  	
  03/15/2009

  	
   

  	
  2.914

  	
  %

  
	
  03/15/2009

  	
   

  	
  04/15/2009

  	
   

  	
  2.914

  	
  %

  
	
  04/15/2009

  	
   

  	
  05/15/2009

  	
   

  	
  2.914

  	
  %

  
	
  05/15/2009

  	
   

  	
  06/15/2009

  	
   

  	
  2.914

  	
  %

  
	
  07/15/2009

  	
   

  	
  Thereafter

  	
   

  	
  4.355

  	
  %