Exhibit 4.6


 


SCHEDULE

to the

Master Agreement


 


dated as of May 19, 2004


 


between


 


	
  Barclays Bank PLC

  	
   

  	
  and

  	
   

  	
  World Financial Network Credit Card

  Master Note Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (“Barclays”)

  	
   

  	
   

  	
   

  	
  (the “Counterparty”)

  



 


The only
Transaction that will be governed by the terms of this Agreement will be the
Class B Swap (as defined in the Indenture). 
References in the Agreement to “Transactions” or “Transaction” shall be
deemed to be references to the Class B Swap.


 


Part 1


 


Termination Provisions


 


In this
Agreement:-


 


(1)                                  “Specified Entity”
shall not apply.


 


(2)                                  The “Breach of
Agreement” provisions of Section 5(a)(ii) will apply to Barclays and will
not apply to the Counterparty.


 


(3)                                  The “Credit Support
Default” provisions of Section 5(a)(iii) will apply to Barclays and will
not apply to the Counterparty.


 


(4)                                  The
“Misrepresentation” provisions of Section 5(a)(iv) will apply to Barclays
and will not apply to the Counterparty.


 


(5)                                  The “Default Under
Specified Transaction” provisions of Section 5(a)(v) will not apply to
Barclays and will not apply to the Counterparty.


 


(6)                                  The “Cross Default”
provisions of Section 5(a)(vi) will not apply to Barclays and will not
apply to the Counterparty.


 


(7)                                  The “Merger Without
Assumption” provisions of Section 5(a)(viii) will apply to Barclays and
will not apply to the Counterparty.


 


(8)                                  The “Tax Event”
provisions of Section 5(b)(ii) will not apply to Barclays and will not
apply to the Counterparty.


 


(9)                                  The “Tax Event Upon
Merger” provisions of Section 5(b)(iii) will not apply to Barclays and
will not apply to the Counterparty.


 


(10)                            The “Credit Event Upon
Merger” provisions of Section 5(b)(iv) will not apply to Barclays and will
not apply to the Counterparty.


 


Copyright © 1992 by International Swap
Dealers Association, Inc.


 

















 


(11)                            The “Additional Termination
Event” provisions of Section 5(b)(v) will apply as set forth in Part 1(15)
hereof.


 


(12)                            The “Automatic Early
Termination” provisions of Section 6(a) will not apply to Barclays and
will not apply to the Counterparty.


 


(13)                            “Termination Currency”
means United States Dollars.


 


(14)                            For purposes of computing
amounts payable on early termination:


 


(a)                                  Market Quotation will
apply to this Agreement; and


 


(b)                                 The Second Method will
apply to this Agreement.


 


(15)                            The occurrence of the
following event shall constitute an “Additional Termination Event” for purposes
of Section 5(b)(v):


 


(a) the occurrence of an Additional Termination Event as forth in Part
5 (10) hereof.  If this Additional
Termination Event occurs, Barclays shall be the sole Affected Party and all
Transactions then outstanding between the parties shall be Affected
Transactions.


 


Upon the
occurrence of an Additional Termination Event, Barclays shall notify the Rating
Agencies of such occurrence.


 


Part 2


 


Tax Representations


 


(1)                                  Payer Tax
Representation:


 


For the purpose of Section 3(e) of this
Agreement, Barclays and Counterparty each make the following representation:


 


It is not required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e), 6(d)(ii)
or 6(e) of this Agreement) to be made by it to the other party under this
Agreement.  In making this
representation, it may rely on:


 


(i)                                     the accuracy of
any representations made by the other party pursuant to Section 3(f) of
this Agreement;


 


(ii)                                  the satisfaction of
the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document provided
by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement; and


 


(iii)                               the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where reliance is
placed on clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) of this Agreement by reason of material prejudice
to its legal or commercial position.


 


2

















 


(2)                                  Barclays
Payee Tax Representations:


For the purpose of Section 3(f),
Barclays makes the following representations, which apply to Barclays with
respect to that portion of its payments that are not attributable to Barclays’
U.S. trade or business:


 


(i)                                     With
respect to payments made to Barclays that are not effectively connected to the
United States: It is a non-U.S. branch of a foreign person for United States
federal income tax purposes;


 


(ii)                                  With
respect to payments made to Barclays that are effectively connected to the
United States: Each payment received or to be received by it in connection with
this Agreement will be effectively connected with its conduct of a trade or business
in the United States; and


 


(iii)                               Each
payment received or to be received by Barclays in connection with this
Agreement may, in whole or in part, be effectively connected with the conduct
of a trade or business by Barclays in the United States and the Counterparty
may treat the full amount of each such payment as effectively connected with
the conduct of a trade or business by Barclays in the United States for United
States information reporting purposes.


 


(3)                                  Counterparty
Payee Tax Representation:


 


For the purpose of Section 3(f), the Counterparty represents that
it is a United States Person for U.S. federal income tax purposes and either
(a) is a financial institution or (b) is not acting as an agent for a person
that is not a United States Person for U.S. federal income tax purposes.


 


Part 3


 


Agreement to
Deliver Documents


 


For the purpose of
Sections 4(a)(i) and (ii), each party agrees to deliver the following
documents, as applicable:


 


(1)                                  For the purpose of
Sections 4(a)(i) and (ii) of this Agreement, Counterparty agrees to deliver a
complete and accurate United States Internal Revenue Service Form W-9 (or any
applicable successor form), in a manner reasonably satisfactory to Barclays,
(I) upon execution of this Agreement; (II) promptly upon reasonable demand of
Barclays, and (III) promptly upon learning that any such form previously filed
by Counterparty has become obsolete or incorrect.


 


(2)                                  Barclays will, on
demand, deliver a certificate (or, if available, the current authorized
signature book of Barclays) specifying the names, title and specimen signatures
of the persons authorized to execute this Agreement and each Confirmation on
its behalf.


 


(3)                                  The Counterparty
will, on demand, deliver a certificate (or, if available, the current
authorized signature book of the Counterparty) specifying the names, title and
specimen signatures of the persons authorized to execute this Agreement and
each Confirmation on its behalf.


 


(4)                                  The Counterparty
will, upon execution of this Agreement, deliver a conformed copy of the
Indenture and the Indenture Supplement.


 


3

















 


(5)                                  Each party will, upon
execution of this Agreement, deliver a legal opinion of counsel in form and
substance satisfactory to the other party regarding this Agreement and any
other matters as such other party may reasonably request.


 


(6)                                  The Counterparty
shall supply (and/or shall instruct the Trustee to supply) Barclays with copies
of the monthly servicing reports delivered to the Series 2004-A Noteholders in
the form specified in the Indenture. 
Copies of such accountings and/or reports shall be delivered to Barclays
at the following address:


 


	
   

  	
  Barclays Bank PLC

  
	
   

  	
  5 The North Colonnade

  
	
   

  	
  Canary Wharf

  
	
   

  	
  E14 4BB

  
	
   

  	
  e-mail address:

  	
  bgsoperations@barcap.com

  



 


Each of the
foregoing documents (other than the legal opinions described in (5) above) is
covered by the representation contained in Section 3(d) of this Agreement.


 


Part 4


 


Miscellaneous


 


(1)                                  Governing Law. 
This Agreement will be governed by and construed in accordance with the
laws of the State of New York without reference to choice of law doctrine.


 


(2)                                  Notices.


 


(a)                                  In connection with
Section 12(a), all notices to Barclays shall, with respect to any
particular Transaction, be sent to the address, telex number or facsimile
number specified in the relevant Confirmation and any notice for purposes of
Sections 5 or 6 of the Agreement shall be sent to the address or telex number
specified below:


 


Barclays Bank PLC

Attention:  Swap Documentation

5 The North Colonnade

Canary Wharf

E14 4BB

Telex No.:  44 (20) 7773 6810

Facsimile No.:  44 (20) 7773 6461


 


(b)                                 In connection with
Section 12(a), all notices to the Counterparty shall, with respect to any
particular Transaction, be sent to the address, telex number or facsimile
number specified in the relevant Confirmation and any notice for purposes of
Sections 5 or 6 of the Agreement shall be sent to the address or telex number
specified below:


 


World Financial Network Credit Card Master Note Trust

c/o JP Morgan Chase Bank

450 West 33rd 

14th Floor

New York, NY  10001


 


4

















 


Attention: Institutional Trust Services

Telephone No.:  

Facsimile No.:


 


With a copy to:


 


World Financial Network National Bank

800 Techcenter Drive

Gahanna, OH 43230

Attention:  Treasurer

Telephone No.:  614-729-4723

Facsimile No.:  614-729-4899


 


(3)                                  Netting of Payments. 
Section 2(c)(ii) of this Agreement will apply, with the effect that
payment netting will not take place with respect to amounts due and owing in
respect of more than one Transaction.


 


(4)                                  Offices; Multibranch Party.  For purposes of Section 10:


 


(a)                                  Section 10(a)
will apply; and


 


(b)                                 For the purpose of
Section 10(c):


 


(i) Barclays is a Multibranch Party and may
act through its London and New York Offices.


 


(ii) The Counterparty is not a Multibranch
Party.


 


(5)                                  Credit
Support Documents.


 


With respect to Barclays, if applicable, any
Third Party Credit Support Document delivered by Barclays shall constitute a
Credit Support Document.


 


With respect to Barclays and the
Counterparty, if applicable, any Approved Credit Support Document shall
constitute a Credit Support Document.


 


(6)                                  Credit
Support Provider.


 


With respect to Barclays, the party
guaranteeing Barclays’s obligations pursuant to a Third Party Credit Support
Document, if any, shall be a Credit Support Provider.


 


(7)                                  Process Agents. 
The Counterparty appoints as its Process Agent for the purpose of
Section 13(c):


 


Not applicable


 


Part 5


 


Other Provisions


 


(1)                                  ISDA Definitions. 
Reference is hereby made to the 2000 ISDA Definitions (the “ISDA
Definitions”) each as published by the International Swaps and Derivatives
Association, Inc.,


 


5

















 


which are hereby incorporated by reference herein.  Any terms used and not otherwise defined
herein which are contained in the ISDA Definitions shall have the meaning set
forth therein.


 


(2)                                  Scope of Agreement. 
Notwithstanding anything contained in the Agreement to the contrary, if
the parties enter into any Specified Transaction, such Specified Transaction
shall be subject to, governed by and construed in accordance with the terms of
this Agreement unless the Confirmation relating thereto shall specifically
state to the contrary.  Each such
Specified Transaction shall be a Transaction for the purposes of this
Agreement.


 


(3)                                  Inconsistency. 
In the event of any inconsistency between any of the following
documents, the relevant document first listed below shall govern:  (i) a Confirmation; (ii) the Schedule; (iii)
the ISDA Definitions; and (iv) the printed form of ISDA Master Agreement.


 


(4)                                  Calculation Agent. 
The Calculation Agent will be Barclays.


 


(5)                                  Waiver of Jury Trial. 
Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or
proceeding relating to this Agreement or any Credit Support Document.  Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support
Provider has represented, expressly or otherwise, that such other party would
not, in the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have been
induced to enter into this Agreement and provide for any Credit Support
Document, as applicable, by, among other things, the mutual waivers and
certifications in this Section.


 


(6)                                  Severability.  In
the event any one or more of the provisions contained in this Agreement should
be held invalid, illegal, or unenforceable (in whole or in part) in any
respect, the remaining terms, provisions, covenants and conditions hereof shall
continue in full force and effect as if this Agreement had been executed with
the invalid or unenforceable portion eliminated, so long as this Agreement as
so modified continues to express, without material change the original
intentions of the parties as to the subject matter of this Agreement and the
deletion of such portion of this Agreement will not substantially impair the
respective benefits or expectations of the parties to this Agreement; provided,
however, that this severability provision shall not be applicable if any
provision of Section 2, 5, 6 or 13 (or any definition or provision in
Section 14 to the extent it relates to, or is used in or in connection
with any such Section) shall be so held to be invalid or unenforceable.


 


(7)                                  No Gross-up for Counterparty.  Section 2(d) of the Agreement shall not apply with respect
to the Counterparty so that the Counterparty shall not be obligated to gross up
pursuant thereto.


 


(8)                                  Barclays Acknowledgment.  Notwithstanding anything to the contrary in this Agreement,
Barclays hereby


 


(a) acknowledges and agrees that the
Counterparty has pledged its rights under this Agreement to the Trustee
pursuant to the Indenture and that in the event of an Event of Default (as
defined in the Indenture) the Trustee shall be entitled to exercise all rights
and remedies of a secured party with respect to this Agreement; and


 


(b) agrees that, unless notified in writing
by the Trustee of other payment instructions, any and all amounts payable by
Barclays to the Counterparty shall be paid to the Trustee.


 


6

















 


(9)                                  No Petition; Limited Recourse.  Barclays hereby agrees that it shall not institute against, or
join any other Person in instituting against the Counterparty any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation proceedings
or other proceedings under U.S. federal or state or other bankruptcy or similar
laws.  Notwithstanding the foregoing,
nothing herein shall prevent Barclays from participating in any such proceeding
once commenced.


 


Barclays hereby acknowledges and agrees that
the Counterparty’s obligations hereunder will be solely the limited recourse
obligations of the Counterparty, and that Barclays will not have any recourse
to any of the directors, officers, employees, shareholders or affiliates of the
Counterparty with respect to any claims, losses, damages, liabilities,
indemnities or other obligations in connection with any transactions
contemplated hereby.  Notwithstanding
any other provisions hereof, recourse in respect of any obligations of the
Counterparty to Barclays hereunder or thereunder will be limited to the
Collateral, subject to and in accordance with the terms of the priority of
payments set forth in Section 4.4 of the Indenture Supplement, and on the
exhaustion thereof all claims against the Counterparty arising from this
Agreement or any other transactions contemplated hereby or thereby shall be
extinguished.


 


(10)                            Ratings
Downgrade Provisions. 
Unless written notification to the contrary has been received from the
Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings
Event II, the parties shall comply with the following provisions, as
applicable.


 


I.                      If a Ratings Event I shall occur
and be continuing with respect to Barclays, then Barclays shall, within 5 Local
Business Days of the occurrence of such Ratings Event I, give notice of the
occurrence of such Ratings Event I to Counterparty.  Following such notice, Barclays may either


 


(A) at its sole option and expense, provide,
or cause to be provided, a Third Party Credit Support Document to Counterparty;
or


 


(B) at its sole option and expense, use
reasonable efforts to transfer Barclays’ rights and obligations under the
Agreement and all Confirmations to another party.


 


Each of I(A) and I(B) above shall be subject
to satisfaction of the Rating Agency Condition.


 


If, on or prior to the date that is 30
calendar days after the occurrence of a Ratings Event I, Barclays has provided
a Third Party Credit Support Document as provided in I(A) above and the Rating
Agency Condition has been satisfied, then, for so long as such Third Party
Credit Support Document is in effect and the Rating Agency Condition continues
to be satisfied, Barclays shall have no further obligations in respect of this
Part 5(10)(I).


 


If,


 


(i) on or prior to the date that is 30
calendar days after the occurrence of a Ratings Event I, Barclays has not
provided a Third Party Credit Support Document as provided in I(A) above or
transferred its rights and obligations as provided in I(B) above, or


 


(ii) Barclays has provided a Third Party
Credit Support Document as provided in I(A) above but such Third Party Credit
Support Document has ceased to be in effect and/or the Rating Agency Condition
is no longer satisfied,


 


then, on the first Local Business Day
following the date that is 30 calendar days after the occurrence of the Ratings
Event I (in respect of (i) above) or on the first Local Business Day following
the date


 


7

















 


on which the Third Party Credit Support
Document referred to in (ii) above has ceased to be in effect and/or fails to
satisfy the Rating Agency Condition, Counterparty may demand that Barclays
deliver Eligible Collateral to Counterparty in accordance with the terms of an
Approved Credit Support Document.  Notwithstanding
the foregoing, Barclays’ obligations under this Part 5(10)(I) to post Eligible
Collateral under the Approved Credit Support Document shall remain in effect
only for so long as a Ratings Event I is continuing with respect to Barclays.


 


The failure by Barclays to comply with the
provisions hereof shall constitute an Additional Termination Event, with
Barclays as the sole Affected Party and all Transactions then outstanding
between the parties as Affected Transactions.


 


II.                  If a Ratings Event II shall occur and
be continuing with respect to Barclays, then Barclays shall, within 5 Local
Business Days of the occurrence of such Ratings Event II, give notice of the
occurrence of such Ratings Event II to Counterparty.  Following such notice, Barclays shall either


 


(A) to the extent that is has not already
done so in accordance with Part 5(10)(I), at its sole option and expense,
provide, or cause to be provided, a Third Party Credit Support Document to
Counterparty; or


 


(B) at its sole option and expense, use
reasonable efforts to transfer Barclays’ rights and obligations under the
Agreement and all Confirmations to another party.


 


Each of II(A) and II(B) above shall be
subject to satisfaction of the Rating Agency Condition.


 


If, on or prior to the date that is 30
calendar days after the occurrence of a Ratings Event II, Barclays has provided
a Third Party Credit Support Document as provided in II(A) or I(A) above and
the Rating Agency Condition has been satisfied, then, for so long as such Third
Party Credit Support Document is in effect and the Rating Agency Condition
continues to be satisfied, then, (i) Barclays shall have no further obligations
in respect of this Part 5(10)(II) and, (ii) if Barclays was delivering Eligible
Collateral to Counterparty in accordance with the terms of an Approved Credit
Support Document pursuant to the provisions of Part 5(10)(I) hereof, Barclays
shall have no further obligations to deliver Eligible Collateral under the
Approved Credit Support Document.


 


If,


 


(i) on or prior to the date that is 30
calendar days after the occurrence of a Ratings Event II, Barclays has not
provided a Third Party Credit Support Document as provided in II(A) above or
transferred its rights and obligations as provided in II(B) above, or


 


(ii) Barclays has provided a Third Party
Credit Support Document as provided in II(A) or I(A) above but such Third Party
Credit Support Document has ceased to be in effect and/or the Rating Agency
Condition is no longer satisfied,


 


then, on the first Local Business Day
following the date that is 30 calendar days after the occurrence of the Ratings
Event II (in respect of (i) above) or on the first Local Business Day following
the date on which the Third Party Credit Support Document referred to in (ii)
above has ceased to be in effect and/or fails to satisfy the Rating Agency
Condition, and only to the extent that Barclays is not already delivering
Eligible Collateral to Counterparty in accordance with the terms


 


8

















 


of an Approved Credit Support Document pursuant
to the provisions of Part 5(10)(I) hereof, Barclays will deliver Eligible
Collateral to Counterparty in accordance with the terms of an Approved Credit
Support Document.  Notwithstanding
Barclays’ posting of Eligible Collateral in accordance with the terms of the
Approved Credit Support Document, Barclays shall use best efforts to either
transfer its rights and obligations to an acceptable third party or to provide
a Third Party Credit Support Document. 
Notwithstanding the foregoing, Barclays’ obligations under this Part
5(10)(II) to find a transferee or provide a Third Party Credit Support Document
and to post Eligible Collateral under the Approved Credit Support Document
shall remain in effect only for so long as a Ratings Event II is continuing with
respect to Barclays.


 


The failure by Barclays to comply with the
provisions hereof shall constitute an Additional Termination Event, with
Barclays as the sole Affected Party and all Transactions then outstanding
between the parties as Affected Transactions.


 


As used herein:


 


“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;


 


“Indenture” means the Master Indenture dated
as of August 1, 2001, between World Financial Network Credit Card Master
Note Trust, as Issuer, and BNY Midwest Trust Company, as Indenture Trustee, as
supplemented by the Series 2004-A Indenture Supplement dated as of May 19,
2004, between World Financial Network Credit Card Master Note Trust, as the
Issuer, and BNY Midwest Trust Company, as the Indenture Trustee (the “Indenture
Supplement”), in each case, as amended, modified, supplemented, restated or
replaced from time to time.


 


“Moody’s” means Moody’s Investors Service,
Inc. or any successor thereto;


 


“Rating Agencies” means S&P and Moody’s;


 


“Rating Agency Condition” has the meaning
specified in the Indenture;


 


“Ratings Event I” shall occur with respect to
Barclays (to the extent that Barclays’s relevant obligations are rated by
Moody’s) if Barclays’ long-term senior unsecured debt rating by Moody’s is
lower than A1 or is A1 on negative watch or Barclays’ short-term senior unsecured
debt rating by Moody’s is lower than P-1 or is P-1 on negative watch;


 


“Ratings Event II” shall occur with respect
to Barclays (to the extent that Barclays’ relevant obligations are rated by
S&P and/or Moody’s) if (a) Barclays’ short-term senior unsecured debt
rating by S&P is lower than A-1 or (b) Barclays’ long-term senior unsecured
debt rating by Moody’s is A3 or lower or Barclays’ short-term senior unsecured
debt rating by Moody’s is P-2 or lower;


 


“S&P” means by Standard & Poor’s
Ratings Service or any successor thereto; and


 


“Third Party Credit Support Document” means
any agreement or instrument (including any guarantee, insurance policy,
security agreement or pledge agreement) whose terms provide for the guarantee
of Barclays’ obligations under this Agreement by a third party.


 


(11)                            Additional
Representations. 
Section 3 is hereby amended by adding at the end thereof the
following paragraphs:


 


9

















 


“(g) 
It is an “eligible contract participant” under, and as defined in,
Section 1a(12) of the Commodity Exchange Act, as amended.


 


(h) Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that (absent
a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):


 


(i)                                     Non-Reliance.  It is acting for its own account, and it has
made its own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that
information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to
enter into that Transaction.  No communication
(written or oral) received from the other party shall be deemed to be an
assurance or guarantee as to the expected results of that Transaction.


 


(ii)                                  Assessment and
Understanding.  It is capable
of assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. 
It is also capable of assuming, and assumes, the risks of that
Transaction.


 


(iii)                               Status of Parties.  The other party is not acting as a fiduciary
for or an adviser to it in respect of that Transaction.”


 


(12)                            Amendment
to Section 7 of the Agreement.  Section 7 of the Agreement is hereby amended by:


 


(i) adding the words “and the confirmation of
the Rating Agencies” immediately following the word “party” in the third line
thereof; and


 


(ii) adding the following sentence
immediately following the final sentence thereof:


 


“In addition, no transfer shall be effective unless it satisfies the
Rating Agency Condition.”.


 


(13)                            Events
of Default. 
Section 5(a)(i) of the Agreement is amended by substituting the
following therefor:  “Failure by the
party to make, when due, any payment under this Agreement or delivery under
Section 2(a)(i) or 2(e) required to be made by it if such failure is not
remedied on or before the fifth Local Business Day after notice of such failure
is given to the party.”


 


(14)                            Owner
Trustee.  It is expressly
understood and agreed by the parties hereto that (a) this Agreement is executed
and delivered by Chase Manhattan Bank USA, National Association, not
individually or personally but solely as trustee of the Counterparty in the
exercise of the powers and authority conferred and vested in it under the
Amended and Restated Trust Agreement (as defined in the Indenture), (b) each of
the representations, undertakings and agreements herein made on the part of the
Counterparty are made and intended not as personal representations,
undertakings and agreements by Chase Manhattan Bank USA, National Association,
but are made and intended for the purpose of binding only the Counterparty, and
(c) under no circumstances shall Chase Manhattan Bank USA, National Association
be personally liable for the payment of any indebtedness or expenses of the
Counterparty or be liable for the breach or


 


10

















 


failure of any obligation, representations, warranty or covenant made
or undertaken by the Counterparty under this Agreement.


 


(15)                            Amendment
to Section 9(b) of the Agreement.  Section 9(b) of the Agreement is amended by adding the
following sentence immediately following the end of the first sentence thereof:


 


“In addition, no amendment modification or
waiver in respect of this Agreement will be effective unless it satisfied the
Rating Agency Condition.”


 


(16)                            Amendment to
Section 6(e) of the Agreement. 
Section 6(e) of the Agreement is amended by deleting the last
sentence of the introductory paragraph thereof.


 


(17)                            The parties agree that
there will be no Set-off with respect to this Agreement.


 


11

















 


Please
confirm your agreement to the terms of the foregoing Schedule by signing
below.


 


	
   

  	
  BARCLAYS
  BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Justin Wray

  	
   

  
	
   

  	
  Name: 

  	
  Justin Wray

  
	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ John J. Cashin

  	
   

  
	
   

  	
  Name:  John
  J. Cashin

  
	
   

  	
  Title:  Vice
  President

  
						



 


CLASS B SWAP


 


12

















 


ANNEX A


 


PARAGRAPH 13 TO

CREDIT SUPPORT ANNEX


 


to the Schedule to the

Master Agreement


 


dated as of May 19, 2004


 


between


 


	
  BARCLAYS BANK PLC  

  (“Barclays”)

  	
   

  	
  and

  	
   

  	
  WORLD FINANCIAL NETWORK

  CREDIT CARD MASTER NOTE TRUST

  (“Counterparty”)

  



 


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) ,
except that the words “upon a demand made by the Secured Party” shall be
deleted and the word “that” on the second line of Paragraph 3(a) shall be replaced
with the word “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”:


 


	
   

  	
   

  	
   

  	
   

  	
  Barclays

  	
   

  	
  “Valuation

  Percentage”

  
	
  (A)

  	
   

  	
  USD Cash

  	
   

  	
  X

  	
   

  	
  100%

  
	
  (B)

  	
   

  	
  Negotiable debt obligations issued by the U.S. Treasury Department
  having a remaining maturity of one year or less from the Valuation Date

  	
   

  	
  X

  	
   

  	
  98.9%

  



 


13

















 


	
  (C)

  	
   

  	
  Negotiable debt obligations issued by the U.S. Treasury Department
  having a remaining maturity of more than one year but less than ten years
  from the Valuation Date

  	
   

  	
  X

  	
   

  	
  To be determined and subject to the prior
  written consent of Moody’s and S&P

  
	
  (D)

  	
   

  	
  Negotiable debt obligations issued by the U.S. Treasury Department
  having a remaining maturity of ten years or more from the Valuation Date

  	
   

  	
  X

  	
   

  	
  To be determined and subject to the prior
  written consent of Moody’s and S&P

  
	
  (E)

  	
   

  	
  Agency Securities having a remaining maturity of one year or less
  from the Valuation Date

  	
   

  	
  X

  	
   

  	
  To be determined and subject to the prior
  written consent of Moody’s and S&P

  
	
  (F)

  	
   

  	
  Agency Securities having a remaining maturity of more than one year
  but less than ten years from the Valuation Date

  	
   

  	
  X

  	
   

  	
  To be determined and subject to the prior
  written consent of Moody’s and S&P

  
	
  (G)

  	
   

  	
  Agency Securities having a remaining maturity of ten years or more
  from the Valuation Date

  	
   

  	
  X

  	
   

  	
  To be determined and subject to the prior
  written consent of Moody’s and S&P

  
	
  (H)

  	
   

  	
  USD denominated Commercial Paper rated A1/P1 by S&P and Moody’s
  respectively, that (a) settles within DTC, (b) is not issued by Barclays or
  any of its Affiliates and (c) has a remaining maturity of 30 days or less
  from the Valuation Date

  	
   

  	
  X

  	
   

  	
  To be determined and subject to the prior
  written consent of Moody’s and S&P

  



 


For purposes of the foregoing:


 


14

















 


(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.


 


(c) “Moody’s” shall mean Moody’s 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) With respect to Posted Collateral
consisting of Eligible Collateral of the type described in Paragraph
13(b)(ii)(H), the aggregate Value of such Posted Collateral issued by the same
issuer may never be greater than 33% of the aggregate Value of all Posted
Collateral consisting of Eligible Collateral of the type described in Paragraph
13(b)(ii)(H).


 


(iii)                               Other Eligible
Support.  There shall be no “Other Eligible
Support” for purposes of this Annex, unless (A) agreed in writing between the
parties and (B) upon the prior written consent of Moody’s and S&P.


 


(iv)                              Thresholds.


 


(A)                              “Independent Amount”
means zero.


 


(B)                                “Threshold” shall not
apply with respect to the Counterparty and, with respect to Barclays, 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) Barclays has no
Credit Rating, or (ii) an Event of Default has occurred and is continuing with
respect to Barclays, Barclays’ Threshold shall be U.S.$0:  


 


	
  CREDIT RATING

  (S&P /Moody’s/Fitch)

  	
   

  	
  THRESHOLD

  Barclays

  
	
   

  	
   

  	
   

  
	
  S&P: A-1 or above; and 

  	
   

  	
  Infinity

  
	
   

  	
   

  	
   

  
	
   Moody’s (long-term senior
  unsecured debt of Barclays): A1 or above; and  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Moody’s (short-term senior unsecured debt of Barclays): P-1 or above.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  S&P: Below A-1;or  

  	
   

  	
  US$0

  



 


15

















 


	
  Moody’s (long-term senior unsecured debt of Barclays): Below A1 or A1
  on negative watch; or  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Moody’s (short-term senior unsecured debt of Barclays): Below P-1 or
  P-1 on negative watch.

  	
   

  	
   

  



 


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 Barclays, and (b) Moody’s, the rating assigned by Moody’s to the long-term
senior unsecured debt of Barclays or to the short-term senior unsecured debt of
Barclays, as applicable.


 


(C)                                “Minimum Transfer
Amount”, with respect to a party on any Valuation Date, means U.S. $250,000.


 


Rounding.  The Delivery Amount and the Return Amount
will be rounded up and down to the nearest integral multiple of $10,000,
respectively.


 


(c)                                  Valuation
and Timing.


 


(i)                                     “Valuation Agent”
means Barclays, unless an Event of Default with respect to Barclays is
continuing, in which case “Valuation Agent” shall mean the Counterparty or a
financial institution selected by the Counterparty in its reasonable
discretion.


 


(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 Barclays,
any Additional Termination Event (if Barclays 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:


 


16

















 


(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 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: Chase Manhattan Bank USA, National Association.


 


(ii)                                  Use of Posted
Collateral.  The provisions of Paragraph
6(c)(i) will not apply to Counterparty but the provisions of Paragraph 6(c)(ii)
will apply to the Counterparty; provided, however, that the Counterparty shall
invest, or cause to be invested, Posted Collateral in the form of Cash in such
Eligible Investments (as defined in the Indenture) as designated by
Barclays.  The Counterparty is
authorized to liquidate any Posted Credit Support pursuant to written
instructions from Barclays.


 


(h)                                 Distributions
and Interest Amount.


 


(i)                                     Interest
Rate.  Not Applicable.


 


(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 not apply and, instead, the Interest Amount payable by the
Counterparty specified in subparagraph (h)(ii) will be the amount of actual
cash earnings on Posted Collateral in the form of Cash during the relevant
Interest Period.


 


(i)                                     Additional
Representation(s).  Not Applicable.


 


17

















 


(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.


 


All demands,
specifications and notices under this Annex will be made pursuant to the Notices
Section of this Agreement, unless otherwise specified here:


 


Counterparty:


 


 


Barclays:


 


 


(l)                                     Addresses
for Transfers.


 


Counterparty: as set forth in notices to
Barclays from time to time


 


Barclays:


 


(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 Barclays.


 


(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 and lien on 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.


 


18

















 


(iii)                               Modification to Paragraph 8(a):  Paragraph 8(a) is modified by deleting the
text of clause (iii) thereof and replacing such text with the word “Reserved”.


 


(iv)                              Modification to Paragraph 8(b)(iv):  Paragraph 8(b)(iv) is modified and restated
in its entirety to read as follows:


 


“(iv) to the extent that Posted Collateral or
the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor
may withhold payment of any remaining amounts payable by the Pledgor with
respect to any Obligations, up to the Value of any remaining Posted Collateral
held by the Secured Party, until that Posted Collateral is Transferred to the
Pledgor.”


 


(v)                                 Modification to Paragraph 8(c):  Paragraph 8(c) is modified and restated in
its entirety to read as follows:


 


“(c)                            Deficiencies
and Excess Proceeds.  The
Secured Party will Transfer to the Pledgor any proceeds and Posted Credit
Support remaining after liquidation and/or application under Paragraphs 8(a)
and 8(b) after satisfaction in full of all amounts payable by the Pledgor with
respect to any Obligations; the Pledgor in all events will remain liable for
any amounts remaining unpaid after any liquidation and/or application under
Paragraphs 8(a) and 8(b).”


 


(vi)                              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:


 


(vii)                           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 Barclays, when that party (i)
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) is entitled to receive Eligible Credit Support under Paragraph 3(a)
or (ii) holds or is deemed to hold Posted Credit Support.


 


(viii)                        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 sum of the Secured Party’s
Exposure for that Valuation Date and 2.5% of the outstanding Notional Amount of
the Transaction, and (ii) the amount of the next scheduled payment that is
required to be made by Barclays pursuant to the Transaction.


 


19

















 


(ix)                                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;”


 


(x)                                   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, Merrill Lynch Securities Pricing Service, Muller Data Corporation,
Reuters, Wood Gundy, Trepp Pricing, JJ Kenny, S&P and Telerate.


 


(xi)                                Expenses.  Notwithstanding Paragraph 10,
the Pledgor will be responsible for, and will reimburse the Secured Party for,
all transfer and other taxes and other costs involved in the transfer of Eligible
Collateral.


 


20

















 


Accepted and
Agreed:


 


BARCLAYS BANK
PLC


 


 


	
  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:

  	
   

  



 


21