EXHIBIT 4.17


 


CLASS B


CONFIRMATION FOR U.S.
DOLLAR INTEREST RATE SWAP


TRANSACTION UNDER 1992
MASTER AGREEMENT


 


	
  Date:

  	
   

  	
  September 22,
  2004

  	
   

  	
  Our ref:

  	
   

  	
  Barclays
  Reference Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  610022B

  
	
  To:

  	
   

  	
  World
  Financial Network Credit Card

  	
   

  	
  From:

  	
   

  	
  Barclays
  Bank PLC

  
	
   

  	
   

  	
  Master Note
  Trust

  	
   

  	
   

  	
   

  	
  5 The North
  Colonnade

  
	
   

  	
   

  	
  c/o Chase
  Manhattan Bank

  	
   

  	
   

  	
   

  	
  Canary Wharf

  
	
   

  	
   

  	
  USA,
  National Association

  	
   

  	
   

  	
   

  	
  E14 4BB

  
	
   

  	
   

  	
  500 Stanton
  Christiana Road

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPS4, 3rd
  Floor

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Newark,
  DE  19713

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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-C Indenture Supplement, dated as of
September 22, 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 September 22, 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 $21,375,000 and thereafter an amount equal for each Calculation Period to
  the Class B Note Principal Balance (as defined in the Indenture Supplement)
  at the end of the first day of that Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  September 14,
  2004

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  September 22,
  2004

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  The earlier
  of (i) the July 2015 Distribution Date, subject to adjustment in
  accordance with the Following Business Day Convention, and (ii) the date on which the Class B 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 Expected Principal Payment Date is the September 2011 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 November 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 November 15, 2004 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

  



 


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, Wilmington, Delaware and Chicago, Illinois

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  Party A

  



 


3.             Additional Amounts Upon Partial Termination


 


On any Payment
Date prior to the Expected Principal Payment Date (as defined in the Indenture
Supplement), where as a result of principal payments on the Class B Notes (as
defined in the Indenture Supplement), the Notional Amount would be reduced by
the corresponding reduction in the Class B 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 $4 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 the Indenture.  If such amount is negative, no amounts shall
be payable by Party A or Party B in respect of the Terminated Transaction.


 


3

















 


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:  394542 WFN 2004-C 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 B 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:

  	 

	
   

  	
   

  	 

	
   

  	
  WORLD FINANCIAL NETWORK CREDIT CARD

  	 

	
  By:

  	
  /s/ Adam Carystorth

  	
   

  	
  MASTER NOTE TRUST,

  	 

	
  Name:  Adam Carystorth

  	
  By: Chase Manhattan Bank USA, National Association,

  	 

	
  Title:  Authorised 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

  	
   

  	
  Fixed
  Rate

  	
   

  
	
  09/22/2004

  	
   

  	
  03/15/2005

  	
   

  	
  6.600

  	
  %

  
	
  03/15/2005

  	
   

  	
  03/15/2006

  	
   

  	
  5.859

  	
  %

  
	
  03/15/2006

  	
   

  	
  03/15/2007

  	
   

  	
  5.118

  	
  %

  
	
  03/15/2007

  	
   

  	
  03/17/2008

  	
   

  	
  4.377

  	
  %

  
	
  03/17/2008

  	
   

  	
  03/16/2009

  	
   

  	
  3.636

  	
  %

  
	
  03/16/2009

  	
   

  	
  03/15/2010

  	
   

  	
  2.895

  	
  %

  
	
  03/15/2010

  	
   

  	
  03/15/2011

  	
   

  	
  2.154

  	
  %

  
	
  03/15/2011

  	
   

  	
  09/15/2011

  	
   

  	
  1.413

  	
  %

  
	
  09/15/2011

  	
   

  	
  Thereafter

  	
   

  	
  3.996

  	
  %