Exhibit 4.7


 


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 C Swap (as defined in the Indenture). 
References in the Agreement to “Transactions” or “Transaction” shall be
deemed to be references to the Class C 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.


 


(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.


 


 


3

















 


(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

  	
   

  	
   

  
	
   

  	
  5The 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


Attention: Institutional Trust Services


Telephone No.:  


Facsimile No.:


 


With a copy to:


 


World Financial Network National Bank


800 Techcenter Drive


Gahanna, OH 43230


 


4

















 


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’ 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., 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.


 


5

















 


(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.


 


(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.


 


6

















 


(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 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.


 


7

















 


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 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;


 


8

















 


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


 


“Ratings Event I”
shall occur with respect to Barclays (to the extent that Barclays’ relevant
obligations are rated by Moody’s) if Barclays’s 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:


 


“(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.”.


 


9

















 


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


 


10

















 


(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 C 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%

  



 


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  (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:


 


(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


 


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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

  
	
   

  	
   

  	
   

  
	
  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.

  	
   

  	
   

  



 


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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:


 


(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.


 


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(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.


 


(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:


 


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(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.


 


(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:


 


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(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.


 


(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.


 


 


	
  Accepted and Agreed:

  
	
   

  
	
  BARCLAYS BANK PLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


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  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:

  



 


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