Exhibit 4.10


 


CONFIRMATION


 


	
  Date:

  	
   

  	
  September 22, 2004

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Swiss Re
  Financial Products Corporation (“Party A”)

  
	
   

  	
   

  	
   

  
	
  Transaction Reference Number:

  	
   

  	
  430095

  



 


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 Swap 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 September 22, 2004, 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, among Party B, as Issuer and Deutsche Bank
Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture
Supplement, dated as of September 22, 2004, among Party B, as Issuer and the
Indenture Trustee, both as amended or supplemented from time to time (the “Indenture”).


 


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


 


	
  Type of Transaction:

  	
   

  	
  Class C Notes Interest Rate
  Swap

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  As of any date, $52,500,000,
  minus the aggregate amount of principal payments made to the Class C
  Noteholders on or prior to such date.

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  September 17, 2004

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  September 22, 2004

  



 


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  Termination Date:

  	
   

  	
  The earlier of (i) the
  Payment Date occurring in September 2010; (ii) the Payment Date on which the
  Notional Amount is reduced to zero and (iii) an Early Termination Date.

  
	
   

  	
   

  	
   

  
	
  Payment
  Date:

  	
   

  	
  November 15,
  2004 and the 15th day of each calendar month thereafter.

  
	
   

  	
   

  	
   

  
	
  Calculation
  Period:

  	
   

  	
  Initially,
  the period from and including the Effective Date to but excluding, November
  15, 2004, 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:

  	
   

  	
  3.193% 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

  
	
   

  	
   

  	
   

  
	
  Designated Maturity:

  	
   

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

  



 


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  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  LIBOR Floating Rate Day

  Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Account
  Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments to Party A:  To be provided in written instructions.

  
	
   

  	
   

  	
   

  
	
  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.


 


 


	
   

  	
  SWISS RE FINANCIAL PRODUCTS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ragai A.
  Roushdy

  	
   

  
	
   

  	
   

  	
  Name: Ragai
  A. Roushdy

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


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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

  
	
  Assistant Vice President

  



 


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