Exhibit
4.1


 


 


WORLD FINANCIAL NETWORK
CREDIT CARD MASTER NOTE TRUST


 


Issuer


 


And


 


BNY MIDWEST TRUST COMPANY


 


Indenture Trustee


 


 


Series 2004-A INDENTURE SUPPLEMENT


 


Dated as of May 19, 2004


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I.

  	
  Creation
  of the Series 2004-A Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  1.1

  	
  Designation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  Noteholder
  Servicing Fee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Servicing Compensation

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.2

  	
  Representations and
  Warranties.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  Rights of Series 2004-A
  Noteholders and Allocation and Application of Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Collections and
  Allocations

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  4.2

  	
  Determination
  of Monthly Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.3

  	
  Determination of Monthly
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.4

  	
  Application of Available
  Finance Charge Collections and Available Principal Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.5

  	
  Investor Charge-Offs

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.6

  	
  Reallocated Principal
  Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.7

  	
  Excess Finance Charge
  Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.8

  	
  Shared Principal
  Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.9

  	
  Certain Series Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.10

  	
  Reserve Account

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.11

  	
  Cash Collateral
  Account

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.12

  	
  Spread Account

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.13

  	
  Investment
  Instructions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.14

  	
  Controlled
  Accumulation Period

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.15

  	
  Suspension of
  Controlled Accumulation Period

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.16

  	
  Determination of
  LIBOR

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.17

  	
  Swaps.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  Delivery of Series 2004-A
  Notes; Distributions; Reports to Series 2004-A Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.1

  	
  Delivery
  and Payment for the Series 2004-A Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.2

  	
  Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.3

  	
  Reports and Statements
  to Series 2004-A Noteholders

  	
   

  



 

















 


	
  ARTICLE VI.

  	
  Series 2004-A Early
  Amortization Events

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Series 2004-A Early
  Amortization Events

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
  Redemption of Series
  2004-A Notes; Final Distributions; Series Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Optional Redemption of
  Series 2004-A Notes; Final Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.2

  	
  Series Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
  Miscellaneous
  Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Ratification of
  Indenture; Amendments

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.2

  	
  Form of Delivery of the
  Series 2004-A Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.3

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.4

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.5

  	
  Limitation of Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.6

  	
  Rights of the Indenture
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.7

  	
  Additional Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.8

  	
  Additional Requirements
  for Registration of and Limitations on Transfer and Exchange of Notes.

  	
   

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
   

  	
  FORM OF CLASS A NOTE

  
	
  EXHIBIT A-2

  	
   

  	
  FORM OF CLASS B NOTE

  
	
  EXHIBIT A-3

  	
   

  	
  FORM OF CLASS C NOTE

  
	
  EXHIBIT
  B

  	
   

  	
  FORM
  OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO INDENTURE TRUSTEE

  
	
  EXHIBIT
  C

  	
   

  	
  FORM
  OF MONTHLY NOTEHOLDERS’ STATEMENT

  
	
  EXHIBIT
  D

  	
   

  	
  FORM
  OF MONTHLY SERVICER’S CERTIFICATE

  
	
  EXHIBIT E-1

  	
   

  	
  FORM OF CLASS A SWAP

  
	
  EXHIBIT E-2

  	
   

  	
  FORM OF CLASS B SWAP

  
	
  EXHIBIT E-3

  	
   

  	
  FORM OF CLASS C SWAP

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  I

  	
   

  	
  PERFECTION
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  



 


ii

















 


SERIES 2004-A INDENTURE
SUPPLEMENT, dated as of May 19, 2004 (the “Indenture
Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER
NOTE TRUST, a statutory trust organized and existing under the laws of the
State of Delaware (herein, the “Issuer”
or the “Trust”), and BNY MIDWEST TRUST
COMPANY, a trust company organized and existing under the laws of the State of
Illinois, not in its individual capacity, but solely as indenture trustee
(herein, together with its successors in the trusts thereunder as provided in
the Master Indenture referred to below, the “Indenture
Trustee”) under the Master Indenture, dated as of August 1, 2001,
between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment,
dated as of March 31, 2003, among the Transferor, the Issuer, World Financial
Network National Bank, individually and as Servicer, World Financial Network
Credit Card Master Trust, BNY Midwest Trust Company, as trustee of World
Financial Network Credit Card Master Trust and as Indenture Trustee, and as
further amended by Supplemental Indenture No. 1, dated as of August 1, 2003,
between the Issuer and the Indenture Trustee (as amended, the “Indenture”,
and, together with this Indenture Supplement, the “Agreement”).


 


Pursuant to Section 2.11 of the Indenture, the
Transferor may direct the Issuer to issue one or more Series of Notes.  The Principal Terms of this Series are set
forth in this Indenture Supplement to the Indenture.


 


ARTICLE I.



Creation of the Series 2004-A Notes


 


Section 1.1             Designation.


 


(a)           There
is hereby created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “World Financial Network Credit Card Master Note Trust,
Series 2004-A” or the “Series 2004-A
Notes.”  The Series 2004-A
Notes shall be issued in three Classes, known as the “Class
A Series 2004-A Floating Rate Asset Backed Notes,” the “Class B Series 2004-A Floating Rate Asset Backed Notes,”
and the “Class C Series 2004-A Floating Rate Asset
Backed Notes.”


 


(b)           Series
2004-A shall be included in Group One and shall be a Principal Sharing
Series.  Series 2004-A shall be an
Excess Allocation Series with respect to Group One only.  Series 2004-A shall not be subordinated to
any other Series.


 


ARTICLE II.



Definitions


 


Section 2.1             Definitions.


 


(a)           Whenever
used in this Indenture Supplement, the following words and phrases shall have
the following meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and the masculine as well as
the feminine and neuter genders of such terms.


 

















 


“Accumulation
Shortfall” means (a) for the first Distribution Date during the
Controlled Accumulation Period, zero; and (b) thereafter, for any Distribution
Date during the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount for the previous Distribution Date over the amount
deposited into the Principal Accumulation Account pursuant to subsection 4.4(c)(i) for the previous
Distribution Date.


 


“Additional
Interest” means, for any Distribution Date, Class A Additional
Interest, Class B Additional Interest and Class C Additional Interest for such
Distribution Date.


 


“Additional Minimum Transferor Amount” means
(a) as of any date of determination falling in November, December and January
of each calendar year, the product of (i) 2% and (ii) the sum of (A) the
Aggregate Principal Receivables and (B) if such date of determination occurs prior
to the Certificate Trust Termination Date, the amount on deposit in the Excess
Funding Account and (b) as of any date of determination falling in any other
month, zero; provided that the amount
specified in clause (a) shall be
without duplication with the amount specified as the “Additional Minimum
Transferor Amount” in the supplements to the Pooling and Servicing Agreement
relating to the Series 2004-VFC Certificates issued by the Certificate Trust
(or in any future supplement to the Pooling and Servicing Agreement that
specifies such an amount and indicates that such amount is without duplication
of the amount specified in clause (a)) and in the Indenture Supplement
relating to the Series 2001-A Notes, Series 2002-A Notes, Series 2002-VFN Notes
or Series 2003-A Notes  (or in any
future Indenture Supplement that specifies such an amount and indicates that
such amount is without duplication of the amount specified in clause (a)). 
The Additional Minimum Transferor Amount is specified pursuant to Section 8.7 of this Indenture Supplement as
an additional amount to be considered part of the Minimum Transferor Amount.


 


“Aggregate Investor Default Amount” means, as
to any Monthly Period, the sum of the Investor Default Amounts in respect of
such Monthly Period.


 


“Allocation
Percentage” means, with respect to any Monthly Period, the
percentage equivalent of a fraction:


 


(a) the numerator of
which shall be equal to:


 


(i)  for Principal Collections during the
Revolving Period and for Finance Charge Collections and Default Amounts at any
time, the Collateral Amount at the end of the last day of the prior Monthly
Period (or, in the case of the Monthly Period in which the Closing Date occurs,
on the Closing Date), less any reductions to be made to the Collateral Amount on
account of principal payments or deposits to the Principal Accumulation Account
to be made on the Distribution Date falling in the Monthly Period for which the
Allocation Percentage is being calculated; or


 


(ii)  for Principal Collections during the Early
Amortization Period and the Controlled Accumulation Period, the Collateral
Amount at the end of the last day of the Revolving Period, provided,  however,  that the
Transferor may, by written notice to the Indenture Trustee, the Servicer and
the Rating Agencies, reduce the


 


2

















 


numerator used for purposes of allocating Principal
Collections to Series 2004-A at any time if (x) the Rating Agency Condition
shall have been satisfied with respect to such reduction and (y) the Transferor
shall have delivered to the Indenture Trustee an Officer’s Certificate to the
effect, based on the facts known to such officer at that time, in the
reasonable belief of the Transferor, such designation will not cause an Early Amortization
Event or an event that, after the giving of notice or the lapse of time, would
cause an Early Amortization Event to occur with respect to Series 2004-A, and


 


(b) the denominator of
which shall be the greater of (x) the Aggregate Principal Receivables
determined as of the close of business on the last day of the prior Monthly
Period and (y) the sum of the numerators used to calculate the allocation
percentages for allocations with respect to Finance Charge Collections,
Principal Collections or Default Amounts, as applicable, for all outstanding
Series and all outstanding Series under (and as defined in) the Pooling and
Servicing Agreement (other than any Series represented by the Collateral
Certificate) on such date of determination provided, that if one or more Reset Dates occur in
a Monthly Period, the Allocation Percentage for the portion of the Monthly
Period falling on and after such Reset Date and prior to any subsequent Reset
Date will be recalculated for such period as of the close of business on the
subject Reset Date.


 


“Available
Cash Collateral Amount” means with respect to any Transfer Date, an
amount equal to the lesser of (a) the amount on deposit in the Cash Collateral
Account (before giving effect to any deposit to, or withdrawal from, the Cash
Collateral Account made or to be made with respect to such date) and (b) the
Required Cash Collateral Amount for such Transfer Date.


 


“Available
Finance Charge Collections” means, for any Monthly Period, an amount
equal to the sum of (a) the Investor Finance Charge Collections for such
Monthly Period, plus
(b) the Excess Finance Charge Collections allocated to Series 2004-A for such
Monthly Period, plus
(c) Principal Accumulation Investment Proceeds, if any, with respect to the
related Transfer Date, plus (d) interest and earnings on funds on deposit in the
Reserve Account, Cash Collateral Account and Spread Account which will be
deposited into the Finance Charge Account on the related Transfer Date to be
treated as Available Finance Charge Collections pursuant to subsections 4.10(b), 4.11(b) and 4.12(b), respectively, plus (e)
amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Finance Charge Account on the related Transfer Date to be
treated as Available Finance Charge Collections pursuant to subsection 4.10(d), plus (f) any Net Swap Receipts for the related Distribution
Date.


 


“Available
Principal Collections” means, for any Monthly Period, an amount
equal to the sum of (a) the Investor Principal Collections for such Monthly
Period, minus
(b) the amount of Reallocated Principal Collections with respect to such
Monthly Period which pursuant to Section 4.6
are required to be applied on the related Distribution Date, plus (c) any
Shared Principal Collections with respect to other Principal Sharing Series
(including any amounts on deposit in the Excess Funding Account that are
allocated to Series 2004-A for application as Shared Principal Collections), plus (d) the
aggregate amount to be treated as Available Principal Collections pursuant to subsections 4.4(a)(v) and (vi) for the related Distribution Date.


 


3

















 


“Available
Reserve Account Amount” means, for any Transfer Date, the lesser of
(a) the amount on deposit in the Reserve Account (after taking into account any
interest and earnings retained in the Reserve Account pursuant to subsection 4.10(b) on such date, but before
giving effect to any deposit made or to be made pursuant to subsection 4.4(a)(viii) to the Reserve Account
on such date) and (b) the Required Reserve Account Amount.


 


“Available
Spread Account Amount” means, for any Transfer Date, an amount equal
to the lesser of (a) the amount on deposit in the Spread Account (before giving
effect to any deposit to, or withdrawal from, the Spread Account made or to be
made with respect to such date) and (b) the Required Spread Account Amount, in
each case on such Transfer Date.


 


“Base
Rate” means, for any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is equal to the sum of (a) the
Monthly Interest, (b) the Net Swap Payments and (c) the Noteholder Servicing
Fee, each with respect to the related Distribution Date, and the denominator of
which is the Collateral Amount plus amounts on deposit in the Principal
Accumulation Account, each as of the close of business on the last day of such
Monthly Period.


 


“Cash Collateral Account” is defined in Section
4.11(a)


 


“Class
A Additional Interest” is defined in subsection 4.2(a).


 


“Class
A Counterparty” means Barclays Bank PLC or the counterparty under
any interest rate swap with respect to the Class A Notes obtained pursuant to Section
4.17.


 


“Class
A Deficiency Amount” is defined in subsection 4.2(a).


 


“Class A/B Expected
Principal Payment Date” means the May, 2009 Distribution Date.


 


“Class
A Monthly Interest” is defined in subsection 4.2(a).


 


“Class A Net Interest
Obligation” means, for any Distribution Date: (a) if there are Class A Net
Swap Payments due on that Distribution Date, the sum of the Class A Net Swap
Payments and the Class A Monthly Interest for that Distribution Date; (b) if
there are Class A Net Swap Receipts due on that Distribution Date, the result
of the Class A Monthly Interest for that Distribution Date, minus the Class A Net Swap Receipts for
that Distribution Date; and (c) if the Class A Swap has terminated for any
reason, the Class A Monthly Interest for that Distribution Date.


 


“Class
A Net Swap Payment” means, with respect to any Distribution Date,
any net amount payable by the Issuer under the Class A Swap as a result of
LIBOR being less than the Class A Swap Rate. 
For the avoidance of doubt, Class A Net Swap Payments do not include
early termination payments or payment of breakage or other miscellaneous costs.


 


“Class
A Net Swap Receipt” means, with respect to any Distribution Date,
any net amount payable by the Class A Counterparty as a result of LIBOR being
greater than the Class A Swap Rate.  For
the avoidance of doubt, Class A Net Swap Receipts do not include early
termination payments.


 


4

















 


“Class
A Note Initial Principal Balance” means $390,000,000.


 


“Class
A Note Interest Rate” means a per annum rate of 0.18% in excess of
LIBOR as determined on the LIBOR Determination Date for the applicable
Distribution Period.


 


“Class
A Note Principal Balance” means, on any date of determination, an
amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class A Noteholders on or
prior to such date.


 


“Class
A Noteholder” means the Person in whose name a Class A Note is
registered in the Note Register.


 


“Class
A Notes” means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-1.


 


“Class
A Required Amount” means, for any Distribution Date, an amount equal
to the excess of the amounts described in subsection
4.4(a)(i) over the sum of (a) Available Finance Charge Collections
applied to pay such amount pursuant to subsection
4.4(a) and (b) any amount withdrawn from the Cash Collateral
Account and applied to pay such amount pursuant to subsection 4.11(c).


 


“Class
A Swap” means an interest rate swap agreement with respect to the
Class A Notes between the Trust and the Class A Counterparty substantially in
the form of Exhibit E-1 to this Indenture Supplement, or such other form
as shall have satisfied the Rating Agency Condition.


 


“Class A Swap Rate”
means, with respect to any Distribution Date, the fixed rate per annum
indicated on Schedule I to the ISDA confirmation for the Class A Swap for the
period end date falling on such Distribution Date.


 


“Class
B Additional Interest” is defined in subsection 4.2(b).


 


“Class
B Counterparty” means Barclays Bank PLC or the counterparty under
any interest rate swap with respect to the Class B Notes obtained pursuant to Section
4.17.


 


“Class
B Deficiency Amount” is defined in subsection 4.2(b).


 


“Class
B Monthly Interest” is defined in subsection 4.2(b).


 


“Class B Net Interest Obligation” means, for
any Distribution Date: (a) if there are Class B Net Swap Payments due on that
Distribution Date, the sum of the Class B Net Swap Payments and the Class B
Monthly Interest for that Distribution Date; (b) if there are Class B Net Swap
Receipts due on that Distribution Date, the result of the Class B Monthly
Interest for that Distribution Date, minus
the Class B Net Swap Receipts for that Distribution Date; and (c) if the Class
B Swap has terminated for any reason, the Class B Monthly Interest for that
Distribution Date.


 


“Class
B Net Swap Payment” means, with respect to any Distribution Date,
any net amount payable by the Issuer under the Class B Swap as a result of
LIBOR being less than the


 


5

















 


Class B Swap Rate. 
For the avoidance of doubt, Class B Net Swap Payments do not include
early termination payments or payment of breakage or other miscellaneous costs.


 


“Class
B Net Swap Receipt” means, with respect to any Distribution Date,
any net amount payable by the Class B Counterparty as a result of LIBOR being
greater than the Class B Swap Rate.  For
the avoidance of doubt, Class B Net Swap Receipts do not include early
termination payments.


 


“Class
B Note Initial Principal Balance” means $42,500,000.


 


“Class
B Note Interest Rate” means a per annum rate of 0.50% in excess of
LIBOR as determined on the LIBOR Determination Date for the applicable
Distribution Period.


 


“Class
B Note Principal Balance” means, on any date of determination, an
amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.


 


“Class
B Noteholder” means the Person in whose name a Class B Note is
registered in the Note Register.


 


“Class
B Notes” means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-2.


 


“Class
B Required Amount” means, for any Distribution Date, an amount equal
to the excess of the amount described in subsection
4.4(a)(ii) over the sum of (a) Available Finance Charge Collections
applied to pay such amount pursuant to subsection
4.4(a)  and (b) any amount withdrawn from the Cash Collateral
Account and applied to pay such amount pursuant to subsection 4.11(c).


 


“Class
B Swap”  means an interest
rate swap agreement between the Trust and the Class B Counterparty
substantially in the form of Exhibit E-2 to this Indenture Supplement,
or such other form as shall have satisfied the Rating Agency Condition.


 


“Class
B Swap Rate” means, with respect to any Distribution Date, the fixed
rate per annum indicated on Schedule I to the ISDA confirmation for the Class B
Swap for the period end date falling on such Distribution Date.


 


“Class
C Additional Interest” is defined in subsection 4.2(c).


 


 “Class C
Counterparty” means Barclays Bank PLC or the counterparty under any
interest rate swap with respect to the Class C Notes obtained pursuant to Section
4.17.


 


“Class
C Deficiency Amount” is defined in subsection 4.2(c).


 


“Class
C Expected Principal Payment Date” means the June 2009 Distribution
Date.


 


“Class
C Monthly Interest” is defined in subsection 4.2(c).


 


6

















 


“Class C Net Interest Obligation” means, for
any Distribution Date: (a) if there are Class C Net Swap Payments due on that
Distribution Date, the sum of the Class C Net Swap Payments and the Class C
Monthly Interest for that Distribution Date; (b) if there are Class C Net Swap
Receipts due on that Distribution Date, the result of the Class C Monthly
Interest for that Distribution Date, minus
the Class C Net Swap Receipts for that Distribution Date; and (c) if the Class
C Swap has terminated for any reason, the Class C Monthly Interest for that
Distribution Date.


 


“Class
C Net Swap Payment” means, with respect to any Distribution Date,
any net amount payable by the Issuer under the Class C Swap as a result of
LIBOR being less than the Class C Swap Rate. 
For the avoidance of doubt, Class C Net Swap Payments do not include
early termination payments or payment of breakage or other miscellaneous costs.


 


“Class
C Net Swap Receipt” means, with respect to any Distribution Date,
any net amount payable by the Class C Counterparty as a result of LIBOR being
greater than the Class C Swap Rate.  For
the avoidance of doubt, Class C Net Swap Receipts do not include early
termination payments.


 


“Class
C Note Initial Principal Balance” means $67,500,000.


 


“Class C Note Interest Rate” means a per annum
rate of 1.00% in excess of LIBOR as determined on the LIBOR Determination Date
for the applicable Distribution Period.


 


“Class
C Note Principal Balance” means, on any date of determination, an
amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.


 


“Class
C Noteholder” means the Person in whose name a Class C Note is
registered in the Note Register.


 


“Class
C Notes” means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-3.


 


“Class
C Swap” means, an interest rate swap agreement, with respect to the
Class C Notes between the Trust and the Class C Counterparty substantially in
the form of Exhibit E-3 to this Indenture Supplement, or other form as shall
have satisfied the Rating Agency Condition.


 


“Class C Swap Rate”
means, with respect to any Distribution Date, the fixed rate per annum
indicated on Schedule I to the ISDA confirmation for the Class C Swap for the
period end date falling on such Distribution Date.


 


“Class C Swap Required Amount” means, for any
Distribution Date, an amount equal to the excess of the Class C Net Swap
Payment for such Distribution Date over the sum of (a) Available Finance Charge
Collections applied to pay such Class C Net Swap Payment pursuant to subsection 4.4(a)(iv)(B), (b) any amount
withdrawn from the Cash Collateral Account and applied to pay such Class C Net
Swap Payment pursuant to subsection 4.11(c)
and (c) any amount withdrawn from the Spread Account and applied to pay such
Class C Net Swap Payment pursuant to subsection
4.12(c).


 


7

















 


“Closing
Date” means May 19, 2004.


 


“Collateral
Amount” means, as of any date of determination, an amount equal to
the result of (a) the Initial Collateral Amount, minus (b) the amount of principal previously paid to the
Series 2004-A Noteholders (other than any principal payments made from funds on
deposit in the Spread Account), minus (c) the balance on deposit in the Principal
Accumulation Account,
minus (d)  the
excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated
Principal Collections over
the reimbursements of such amounts pursuant to subsection
4.4(a)(vi) prior to such date.


 


“Controlled
Accumulation Amount” means, (a) for any Transfer Date with respect
to the Controlled Accumulation Period occurring prior to the May 2009
Distribution Date, $36,041,667 and (b) on the Transfer Date immediately
preceding the Class C Expected Principal Payment Date, the Class C Note
Principal Balance; provided, however, that if the Controlled Accumulation
Period Length is determined to be less than 12 months pursuant to Section 4.14 or 4.15,
the amount described in clause (a) of this definition shall be equal to
(i) the sum of the Class A Note Initial Principal Balance and the Class B Note
Initial Principal Balance divided by (ii) the Controlled Accumulation Period Length; provided, further,
that the Controlled Accumulation Amount for any Distribution Date shall not
exceed the Note Principal Balance minus any amount already on deposit in the
Principal Accumulation Account on such Transfer Date.


 


“Controlled
Accumulation Period” means, unless an Early Amortization Event shall
have occurred prior thereto, the period commencing at the opening of business
on May 1, 2008 or such later date as is determined in accordance with Sections 4.14 and 4.15,
and ending on the first to occur of (a) the commencement of the Early
Amortization Period and (b) the Series Termination Date.


 


“Controlled
Accumulation Period Length” is defined in subsection 4.14.


 


“Controlled
Deposit Amount” means, for any Transfer Date with respect to the
Controlled Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Transfer Date and any existing Accumulation
Shortfall.


 


“Counterparty”
means the Class A Counterparty, the Class B Counterparty or the Class C
Counterparty.


 


“Covered
Amount” means an amount, determined as of each Transfer Date for any
Distribution Period, equal to the sum of (a) the product of (i) the Class A Net
Interest Obligation times
(ii) a fraction, (A) the numerator of which is equal to the aggregate amount on
deposit in the Principal Accumulation Account, up to the Class A Note Principal
Balance as of the Record Date preceding such Transfer Date, and (B) the
denominator of which is equal to the Class A Note Principal Balance as of the
Record Date preceding such Transfer Date plus  (b) the product of (i) the
Class B Net Interest Obligation times (ii) a fraction (A) the numerator of which is equal to
the aggregate amount on deposit in the Principal Accumulation Account in excess
of the Class A Note Principal Balance as of the Record Date preceding such
Transfer Date, up to the Class B Note Principal Balance as of the Record Date
preceding such Transfer Date, and (B) the


 


8

















 


denominator of which is equal to the Class B Note
Principal Balance as of the Record Date preceding such Transfer Date.


 


“Default
Amount” means, as to any Defaulted Account, the amount of Principal
Receivables (other than Ineligible Receivables, unless there is an Insolvency
Event with respect to WFN or the Transferor) in such Defaulted Account on the
day it became a Defaulted Account.


 


“Defaulted
Account” means an Account in which there are Defaulted Receivables.


 


“Designated Maturity”
means, for any LIBOR Determination Date, one month; provided that LIBOR for the
initial Distribution Period will be determined by straight-line interpolation
(based on the actual number of days in the initial Distribution Period) between
two rates determined in accordance with the definition of LIBOR, one of which
will be determined for a Designated Maturity of one month and the other of
which will be determined for a Designated Maturity of two months.


 


“Dilution” means any downward adjustment made
by Servicer in the amount of any Receivable (a) because of a rebate, refund or
billing error to an accountholder, (b) because such Receivable was created in
respect of merchandise which was refused or returned by an accountholder or
because such Receivable is an Excess Fraud Receivable or (c) for any other
reason other than receiving Collections therefor or charging off such amount as
uncollectible.


 


“Distribution Account”
is defined in subsection 4.9(a).


 


“Distribution
Date” means July 15, 2004 and the 15th day of each calendar
month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.


 


“Distribution
Period” means, for any Distribution Date, the period from and
including the Distribution Date immediately preceding such Distribution Date
(or, in the case of the first Distribution Date, from and including the Closing
Date) to but excluding such Distribution Date.


 


“Early
Amortization Period” means the period commencing on the date on
which a Trust Early Amortization Event or a Series 2004-A Early Amortization
Event is deemed to occur and ending on the Series Termination Date.


 


“Eligible Investments”
is defined in Annex A to the Indenture; provided that solely for purposes of
Section 4.12(b), references to the “highest investment category” of S&P
shall mean A-2 and of Moody’s shall mean P-2.


 


“Excess
Spread Percentage” means, for any Monthly Period, a percentage equal
to the Portfolio Yield for such Monthly Period, minus the Base Rate for such Monthly Period.


 


“Finance Charge
Account” is defined in Section 
4.9(a).


 


“Finance Charge Collections” means Collections
of Finance Charge Receivables.


 


“Finance Charge
Shortfall” is defined in Section 4.7.


 


9

















 


“Group
One” means Series 2001-A, Series 2002-A, Series 2002-VFN, Series
2003-A, the outstanding Series under (and as defined in) the Pooling and
Servicing Agreement (other than Series represented by the Collateral
Certificate) and each other Series hereafter specified in the related Indenture
Supplement to be included in Group One.


 


“Initial
Collateral Amount” means $500,000,000.


 


“Investment
Earnings” means, for any Distribution Date, all interest and
earnings on Eligible Investments included in the Spread Account (net of losses
and investment expenses) during the period commencing on and including the
Distribution Date immediately preceding such Distribution Date and ending on
but excluding such Distribution Date.


 


“Investor
Charge-Offs” is defined in Section 4.5.


 


“Investor
Default Amount” means, with respect to any Defaulted Account, an
amount equal to the product of (a) the Default Amount and (b) the Allocation
Percentage on the day such Account became a Defaulted Account.


 


“Investor
Finance Charge Collections” means, for any Monthly Period, an amount
equal to the aggregate amount of Finance Charge Collections (including Net
Recoveries treated as Finance Charge Collections) retained or deposited in the
Finance Charge Account for Series 2004-A pursuant to subsection
4.1(b)(i) for such Monthly Period.


 


“Investor
Principal Collections” means, for any Monthly Period, an amount
equal to the aggregate amount of Principal Collections retained or deposited in
the Principal Account for Series 2004-A pursuant to subsection
4.1(b)(ii) for such Monthly Period.


 


“Investor
Uncovered Dilution Amount” means an amount equal to the product of
(x) the Series Allocation Percentage for the related Monthly Period (determined
on a weighted average basis, if a Reset Date occurs during that Monthly
Period), times
(y) the aggregate Dilutions occurring during that Monthly Period as to which
any deposit is required to be made to the Excess Funding Account pursuant to Section 3.9(a) of the Transfer and Servicing
Agreement or Section 3.9(a) of the
Pooling and Servicing Agreement but has not been made, provided that,  if the Transferor Amount is greater than zero at the time the
deposit referred to in clause (y) is
required to be made, the Investor Uncovered Dilution Amount for such amount to
be deposited shall be deemed to be zero.


 


“LIBOR”
means, for any Distribution Period, an interest rate per annum for each
Distribution Period determined by the Indenture Trustee in accordance with the
provisions of Section 4.16.


 


“LIBOR
Determination Date” means (i) May 17, 2004 for the period from and
including the Closing Date through and including July 14, 2004 and (ii) the
second London Business Day prior to the commencement of the second and each
subsequent Distribution Period.


 


“London
Business Day” means any day on which dealings in deposits in United
States dollars are transacted in the London interbank market.


 


10

















 


“Minimum Transferor
Amount” means (a) prior to the Certificate Trust Termination Date, the
“Minimum Transferor Amount” under (and as defined in) the Pooling and Servicing
Agreement and (b) on and after the Certificate Trust Termination Date, the
“Minimum Transferor Amount” as defined in Annex A to the Indenture.


 


“Monthly
Interest” means, for any Distribution Date, the sum of the Class A
Monthly Interest, the Class B Monthly Interest, and the Class C Monthly
Interest for such Distribution Date.


 


“Monthly
Period” means the period from and including the first day of the
calendar month preceding a related Distribution Date to and including the last
day of such calendar month; provided that
the Monthly Period related to the July 2004 Distribution Date shall mean the
period from and including the Closing Date to and including the last day of
June 2004.


 


“Monthly
Principal” is defined in Section 4.3.


 


“Monthly
Principal Reallocation Amount” means, for any Monthly Period, an
amount equal to the sum of:


 


(a) the lower of (i) the
Class A Required Amount and (ii) the greater of (A)(x) the product of (I)
22.00% and (II) the Initial Collateral Amount minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Distribution Date) and (B) zero; and


 


(b) the lower of (i) the
sum of the Class B Required Amount, the Servicing Fee Required Amount and the
Class C Swap Required Amount and (ii) the greater of (A)(x) the product of (I)
13.5% and (II) the Initial Collateral Amount minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Distribution Date and as required in clause (a) above) and (B) zero.


 


“Net Interest Obligation”
means, for any Distribution Date, the sum of the Class A Net Interest
Obligation, the Class B Net Interest Obligation and the Class C Net Interest
Obligation for such Distribution Date.


 


“Net Swap Payments”
means, with respect to any Distribution Date, collectively, the Class A Net
Swap Payment, the Class B Net Swap Payment and the Class C Net Swap Payment for
such Distribution Date.


 


“Net Swap Receipts”
means, collectively, the Class A Net Swap Receipt, the Class B Net Swap Receipt
and the Class C Net Swap Receipt for such Distribution Date.


 


“Note
Principal Balance” means, on any date of determination, an amount
equal to the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance.


 


“Noteholder
Servicing Fee” is defined in Section 3.1.


 


11

















 


“Percentage Allocation”
is defined in subsection 4.1(b)(ii)(y).


 


“Portfolio
Yield” means, for any Monthly Period, the annualized percentage
equivalent of a fraction, (a) the numerator of which is equal to (i) the
Available Finance Charge Collections (excluding any Excess Finance Charge
Collections), minus
(ii) the Aggregate Investor Default Amount and the Uncovered Dilution Amount
for such Monthly Period and (b) the denominator of which is the Collateral
Amount plus amounts on deposit in Principal Accumulation Account, each as of
the close of business on the last day of such Monthly Period.


 


“Principal Account” is defined in subsection
4.9(a).


 


“Principal
Accumulation Account” is defined in subsection 4.9(a).


 


“Principal
Accumulation Account Balance” means, for any date of determination,
the principal amount, if any, on deposit in the Principal Accumulation Account
on such date of determination.


 


“Principal
Accumulation Investment Proceeds” means, with respect to each
Transfer Date, the investment earnings on funds in the Principal Accumulation
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such
Transfer Date.


 


“Principal Collections” means Collections of
Principal Receivables.


 


“Principal
Shortfall” is defined in Section 4.8.


 


“Qualified
Maturity Agreement” means an agreement whereby an Eligible
Institution agrees to make a deposit into the Principal Accumulation Account on
the Class A/B Expected Principal Payment Date in an amount equal to the initial
Note Principal Balance (excluding the Class C Note Initial Principal Balance)
and a further deposit into the Principal Accumulation Account on the Class C
Expected Principal Payment Date in an amount equal to the Class C Note Initial
Principal Balance.


 


“Quarterly Excess Spread Percentage” means (a)
with respect to the July 2004 Distribution Date, the Excess Spread Percentage for
such Distribution Date, (b) with respect to the August 2004 Distribution Date,
the percentage equivalent of a fraction the numerator of which is the sum of
(i) the Excess Spread Percentage for the July 2004 Distribution Date and (ii)
the Excess Spread Percentage with respect to the August 2004 Distribution Date
and the denominator of which is two, (c) with respect to the September 2004
Distribution Date, the percentage equivalent of a fraction the numerator of
which is the sum of (i) the Excess Spread Percentage for the July 2004
Distribution Date (ii) the Excess Spread Percentage with respect to the August
2004 Distribution Date and (iii) the Excess Spread Percentage with respect to
the September 2004 Distribution Date and the denominator of which is three and
(d) with respect to the October 2004 Distribution Date and each Distribution
Date thereafter, the percentage equivalent of a fraction the numerator of which
is the sum of the Excess Spread Percentages determined with respect to such
Distribution Date and the immediately preceding two Distribution Dates and the
denominator of which is three.


 


12

















 


“Rating
Agency” means each of Fitch, Moody’s and Standard & Poor’s.


 


“Reallocated
Principal Collections” means, for any Transfer Date, Investor
Principal Collections applied in accordance with Section 4.6
in an amount not to exceed the Monthly Principal Reallocation Amount for the
related Monthly Period.


 


“Reassignment
Amount” means, for any Transfer Date, after giving effect to any
deposits and distributions otherwise to be made on the related Distribution
Date, the sum of (i) the Note Principal Balance on the related Distribution
Date, plus
(ii) Monthly Interest for the related Distribution Date and any Monthly
Interest previously due but not distributed to the Series 2004-A Noteholders, plus (iii) the
amount of Additional Interest, if any, for the related Distribution Date and
any Additional Interest previously due but not distributed to the Series 2004-A
Noteholders on a prior Distribution Date.


 


“Reference Banks”
means four major banks in the London interbank market selected by the Servicer.


 


“Required Cash Collateral Amount” means, for
any Transfer Date, the lesser of (a) $12,500,000 and (b) the Note Principal
Balance, minus
the Principal Accumulation Account Balance (after taking into account deposits
to the Principal Accumulation Account on such Transfer Date and payments to be
made on the related Distribution Date); provided that the Transferor may
reduce the Required Cash Collateral Amount at any time if the Indenture Trustee
has been provided evidence that the Rating Agency Condition has been satisfied.


 


“Required Draw Amount” is defined in subsection 4.11(c).


 


“Required
Reserve Account Amount” means, for any Transfer Date on or after the
Reserve Account Funding Date, an amount equal to (a) 0.50% of the sum of the
Class A Note Principal Balance and the Class B Note Principal Balance or (b)
any other amount designated by the Transferor; provided, however, that if such designation is of a
lesser amount, the Transferor shall (i) provide the Servicer and the Indenture
Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Indenture Trustee a certificate of an Authorized
Officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such designation will not
cause an Early Amortization Event or an event that, after the giving of notice
or the lapse of time, would cause an Early Amortization Event to occur with
respect to Series 2004-A.


 


“Required Retained Transferor Percentage”
means, for purposes of Series 2004-A, 4%.


 


“Required
Spread Account Amount” means, for any Distribution Date, (a) the
product of (i) the Spread Account Percentage in effect on such date and (ii)
during (x) the Revolving Period, the Collateral Amount, and (y) thereafter, the
Collateral Amount as of the last day of the Revolving Period; provided that after the occurrence of an Event
of Default resulting in acceleration of the Series 2004-A Notes, the Required
Spread Account Amount shall equal the Note Principal Balance (after taking into
account any payments to be made on such Distribution Date); and provided,
further, that, except as described in
the preceding proviso following the
acceleration of the Series 2004-A Notes, in no event will the Required Spread
Account Amount


 


13

















 


exceed the Class C Note Principal Balance (after
taking into account any payments to be made on such Distribution Date).


 


“Reserve
Account” is defined in subsection 4.10(a).


 


“Reserve
Account Funding Date” means the Transfer Date designated by the
Servicer which occurs not later than the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Controlled Accumulation Period (which commencement shall be subject to
postponement pursuant to Section 4.15);
(b) the first Transfer Date for which the Quarterly Excess Spread Percentage is
less than 2%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the Controlled
Accumulation Period; (c) the first Transfer Date for which the Quarterly Excess
Spread Percentage is less than 3%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 6 months prior to the
commencement of the Controlled Accumulation Period; and (d) the first Transfer
Date for which the Quarterly Excess Spread Percentage is less than 4%, but in
such event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly Period which
commences 4 months prior to the commencement of the Controlled Accumulation
Period; provided, however, that subject to satisfaction of the
Rating Agency Condition, the Reserve Account Funding Date may be any date
selected by the Servicer.


 


“Reserve
Account Surplus” means, as of any Transfer Date following the
Reserve Account Funding Date, the amount, if any, by which the amount on
deposit in the Reserve Account exceeds the Required Reserve Account Amount.


 


“Reserve
Draw Amount” means, with respect to each Transfer Date relating to
the Controlled Accumulation Period or the first Transfer Date relating to the
Early Amortization Period, the amount, if any, by which the Principal
Accumulation Investment Proceeds for such Distribution Date are less than the
Covered Amount determined as of such Transfer Date.


 


“Reset
Date” means:


 


(a) each Addition Date
and each “Addition Date” (as such term is defined in the Pooling and Servicing
Agreement), in each case relating to Supplemental Accounts;


 


(b) each Removal Date and
each “Removal Date” (as such term is defined in the Pooling and Servicing
Agreement) on which, if any Series of Notes or any Series under (and as defined
in) the Pooling and Servicing Agreement has been paid in full, Principal
Receivables equal to the Initial Collateral Amount for that Series are removed
from the Receivables Trust;


 


(c) each date on which
there is an increase in the outstanding balance of any Variable Interest or
“Variable Interest” (as such term is defined in the Pooling and Servicing
Agreement); and


 


14

















 


(d) each date on which a
new Series, Class or subclass of Notes is issued and each date on which a new
“Series” or “Class” (each as defined in the Pooling and Servicing Agreement) of
investor certificates is issued by the Certificate Trust.


 


“Revolving
Period” means the period beginning on the Closing Date and ending at
the close of business on the day immediately preceding the earlier of the day
the Controlled Accumulation Period commences or the day the Early Amortization
Period commences.


 


“Series
2004-A” means the Series of Notes the terms of which are specified
in this Indenture Supplement.


 


“Series
2004-A Early Amortization Event” is defined in Section 6.1.


 


“Series
2004-A Final Maturity Date” means the March 2013 Distribution Date.


 


“Series
2004-A Note” means a Class A Note, a Class B Note or a Class C Note.


 


“Series
2004-A Noteholder” means a Class A Noteholder, a Class B Noteholder
or a Class C Noteholder.


 


“Series
Allocation Percentage” means, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the
Allocation Percentage for Finance Charge Collections for that Monthly Period
and the denominator of which is the sum of the Allocation Percentages for
Finance Charge Receivables for all outstanding Series on such date of
determination; provided that if one or
more Reset Dates occur in a Monthly Period, the Series Allocation Percentage
for the portion of the Monthly Period falling on and after each such Reset Date
and prior to any subsequent Reset Date will be determined using a denominator
which is equal to the sum of the numerators used in determining the Allocation
Percentage for Finance Charge Receivables for all outstanding Series as of the
close of business on the subject Reset Date.


 


“Series
Servicing Fee Percentage” means 2% per annum.


 


“Series
Termination Date” means the earliest to occur of (a) the date on
which the Note Principal Balance is paid in full, (b) the date on which the
Collateral Amount is reduced to zero and (c) the Series 2004-A Final Maturity
Date.


 


“Servicing
Fee Required Amount” means, for any Distribution Date, an amount
equal to the excess of the amount described in subsection
4.4(a)(iii) over the (a) Available Finance Charge Collections
applied to pay such amount pursuant to subsection
4.4(a) and (b) any amount withdrawn from the Cash Collateral
Account and applied to pay such amount pursuant to subsection 4.11(c).


 


“Specified Transferor
Amount” means, at any time, the Minimum Transferor Amount (including the
Additional Minimum Transferor Amount, if any) at that time.


 


“Spread
Account” is defined in subsection 4.12(a).


 


15

















 


“Spread
Account Deficiency” means the excess, if any, of the Required Spread
Account Amount over the Available Spread Account Amount.


 


“Spread Account
Percentage” means, for any Distribution Date, (i) 1.00% if the Quarterly
Excess Spread Percentage on such Distribution Date is greater than or equal to
6.0%, (ii) 1.25% if the Quarterly Excess Spread Percentage on such Distribution
Date is less than 6.0% and greater than or equal to 5.5%, (iii) 1.5% if the
Quarterly Excess Spread Percentage on such Distribution Date is less than 5.5%
and greater than or equal 5.0%, (iv) 2.25% if the Quarterly Excess Spread
Percentage on such Distribution Date is less than 5.0% and greater than or
equal to 4.5%, (v) 2.75% if the Quarterly Excess Spread Percentage on such
Distribution Date is less than 4.5% and greater than or equal to 4.0%, (vi)
3.25% if the Quarterly Excess Spread Percentage on such Distribution Date is
less than 4.0% and greater than or equal to 3.0%, (vii) 3.75% if the Quarterly
Excess Spread Percentage on such Distribution Date is less than 3.0% and
greater than or equal to 2.5%, and (viii) 4.25% if the Quarterly Excess Spread
Percentage on such Distribution Date is less than 2.5%; provided, that:


 


(a) if the Spread Account
Percentage for a Distribution Date is greater than 1.5%, then the Spread
Account Percentage shall not decrease to a lower percentage until the first
subsequent Distribution Date on which the arithmetic mean of the Quarterly
Excess Spread Percentages for such subsequent Distribution Date and for the two
Distribution Dates immediately prior to such subsequent Distribution Date is
greater than or equal to the lowest Quarterly Excess Spread Percentage
associated with a lower Spread Account Percentage;


 


(b) if the Spread Account
Percentage for a Distribution is equal 1.5%, then the Spread Account Percentage
shall not decrease to a lower percentage until the first subsequent
Distribution Date on which the arithmetic mean of the Quarterly Excess Spread
Percentages for such subsequent Distribution Date and for the Distribution Date
immediately prior to such subsequent Distribution Date is greater than or equal
to the lowest Quarterly Excess Spread Percentage associated with a lower Spread
Account Percentage;


 


(c)  in no event will the Spread Account
Percentage decrease by more than one of the levels specified above between any
two Distribution Dates;(1) and


 


(d) if an Early
Amortization Event is deemed to occur with respect to Series 2004-A, the Spread
Account Percentage shall be 13.5%.


 


“Target
Amount” is defined in subsection
4.1(b)(i).


 












(1)  For example, if the Spread Account
Percentage on one Distribution Date were 1.5%, then the Spread Account
Percentage for the next Distribution Date could not be less than 1.25%, even if
the Quarterly Excess Spread Percentage on such next Distribution Date were
greater than or equal to 6.0%


 


16

















 


“Telerate
Page 3750” means the display page currently so designated on the
Moneyline Telerate Service (or such page as may replace that page in that
service for the purpose of displaying comparable rates or prices).


 


“Uncovered
Dilution Amount” means an amount equal to the product of (x) the
Series Allocation Percentage for the related Monthly Period (determined on a
weighted average basis, if a Reset Date occurs during that
Monthly Period), times (y) the
aggregate Dilutions occurring during that Monthly Period as to which any
deposit is required to be made to the Excess Funding Account pursuant to Section 3.9(a) of the Transfer and Servicing
Agreement or Section 3.9(a) of the
Pooling and Servicing Agreement but has not been made; provided
that, if the Transferor Amount is greater than zero at the time the deposit
referred to in clause (y) is required to be made, the Uncovered Dilution Amount
for such amount to be deposited shall be deemed to be zero.


 


(b)           Each
capitalized term defined herein shall relate to the Series 2004-A Notes and no
other Series of Notes issued by the Trust, unless the context otherwise
requires.  All capitalized terms used
herein and not otherwise defined herein have the meanings ascribed to them in
Annex A to the Master Indenture.


 


(c)           The
interpretive rules specified in Section 1.2
of the Master Indenture also apply to this Indenture Supplement.  If any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in
the Master Indenture, the terms and provisions of this Indenture Supplement
shall be controlling.


 


ARTICLE III.



Noteholder Servicing Fee


 


Section 3.1             Servicing Compensation.  The share of the Servicing Fee allocable to Series 2004-A for any
Transfer Date (the “Noteholder Servicing Fee”)
shall be equal to one-twelfth of the product of (a) the Series Servicing Fee
Percentage and (b) the Collateral Amount as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Noteholder Servicing Fee shall be equal to
$1,194,444.44.  The remainder of the
Servicing Fee shall be paid by the holders of the Transferor Interest or the
noteholders of other Series (as provided in the related Indenture Supplements)
and in no event shall the Trust, the Indenture Trustee or the Series 2004-A
Noteholders be liable for the share of the Servicing Fee to be paid by the
holders of the Transferor Interest or the noteholders of any other Series.


 


Section 3.2             Representations and
Warranties.  The
parties hereto agree that the representations, warranties and covenants set
forth in Schedule I shall be a part of this Indenture Supplement for all
purposes.


 


17

















 


ARTICLE IV.



Rights of Series 2004-A Noteholders and Allocation and Application of
Collections


 


Section 4.1             Collections and Allocations


 


(a)           Allocations. 
Finance Charge Collections, Principal Collections and Defaulted
Receivables allocated to Series 2004-A pursuant to Article
VIII of the Indenture shall be allocated and distributed as set
forth in this Article.


 


(b)           Allocations to the Series 2004-A Noteholders.  The Servicer shall on the Date of
Processing, allocate to the Series 2004-A Noteholders the following amounts as
set forth below:


 


(i)            Allocations
of Finance Charge Collections. The Servicer shall allocate to the
Series 2004-A Noteholders an amount equal to the product of (A) the Allocation
Percentage and (B) the aggregate Finance Charge Collections processed on such
Date of Processing and shall deposit such amount into the Finance Charge
Account, provided that, with respect to
each Monthly Period falling in the Revolving Period (and with respect to that
portion of each Monthly Period in the Controlled Accumulation Period falling on
or after the day on which Collections of Principal Receivables equal to the
related Controlled Deposit Amount have been allocated pursuant to Section 4.1(b)(ii)
and deposited pursuant to Section 4.1(c)),
so long as the Available Cash Collateral Amount is not less than the Required
Cash Collateral Amount on such Date of Processing, Collections of Finance
Charge Receivables shall be transferred into the Finance Charge Account only
until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the Net Interest
Obligation for  the related Distribution Date, (B)  if
WFN is not the Servicer, the Noteholder Servicing Fee (and if WFN is the
Servicer, then amounts that otherwise would have been transferred into the
Finance Charge Account pursuant to this clause (B)
shall instead be returned to WFN as payment of the Noteholder Servicing Fee),
(C) any amount required to be deposited in the Reserve Account, the Spread
Account and the Cash Collateral Account on the related Transfer Date and (D) if
the Excess Spread Percentage for the preceding Monthly Period was less than 3%,
the sum of Default Amounts and any Uncovered Dilution Amounts for the portion
of the current Monthly Period that has elapsed through such Date of Processing;
provided  further,
that, notwithstanding the preceding proviso, if on any Business Day the
Servicer determines that the Target Amount for a Monthly Period exceeds the
Target Amount for that Monthly Period as previously calculated by Servicer,
then (x) Servicer shall (on the same Business Day) inform Transferor of
such determination, and (y) within two Business Days of receiving such
notice Transferor shall deposit into the Finance Charge Account funds in an
amount equal to the amount of Collections of Finance Charge Receivables
allocated to the Noteholders for that Monthly Period but not deposited into the
Finance Charge Account due to the operation of the preceding proviso (but not
in excess of the amount required so that the aggregate amount deposited for the
subject Monthly Period equals the Target Amount);  and provided, further, if on any Transfer Date the
Transferor Amount is less than the Specified Transferor Amount after giving
effect to all transfers and deposits on that Transfer Date, Transferor shall,
on that Transfer Date, deposit into the Principal Account funds in an amount equal
to the amounts of Available Finance Charge Collections that are required to be
treated as Available Principal Collections pursuant to Section 4.4(a)(v)
and (vi)
but are not available from funds in the Finance Charge Account as a result of
the operation of second preceding proviso.


 


18

















 


With respect to any
Monthly Period when deposits of Collections of Finance Charge Receivables into
the Finance Charge Account are limited to deposits up to the Target Amount in
accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as
if the full amount of Finance Charge Collections allocated to the Noteholders
during that Monthly Period had been deposited in the Finance Charge Account and
applied on such Transfer Date in accordance with Section 4.4(a); and (2)
Collections of Finance Charge Receivables released to Transferor pursuant to
such Section 4.1(b)(i) shall be deemed, for purposes of all calculations
under this Indenture Supplement, to have been retained in the Finance Charge
Account and applied to the items specified in Sections 4.4(a) to which
such amounts would have been applied (and in the priority in which they would
have been applied) had such amounts been available in the Finance Charge
Account on such Transfer Date.  To avoid
doubt, the calculations referred to in the preceding clause (2) include
the calculations required by clause (d) of the definition of Collateral
Amount and by the definition of Portfolio Yield.


 


(ii)           Allocations
of Principal Collections. 
The Servicer shall allocate to the Series 2004-A Noteholders the
following amounts as set forth below:


 


(x)            Allocations
During the Revolving Period.


 


(1)           During the Revolving Period an amount
equal to the product of the Allocation Percentage and the aggregate amount of
Principal Collections processed on such Date of Processing, shall be allocated
to the Series 2004-A Noteholders and first, if any other Principal Sharing
Series is outstanding and in its accumulation period or amortization period,
retained in the Principal Account for application, to the extent necessary, as
Shared Principal Collections to other Principal Sharing Series on the related
Distribution Date, second deposited in the Excess Funding Account to the extent
necessary so that the Transferor Amount is not less than the Specified
Transferor Amount and third paid to the holders of the Transferor Interest.


 


(2)           With respect to each Monthly Period
falling in the Revolving Period, to the extent that Collections of Principal
Receivables allocated to the Series 2004-A Noteholders pursuant to this subsection
4.1(b)(ii) are paid to Transferor, Transferor shall make an amount equal to
the Reallocated Principal Collections for the related Transfer Date available
on that Transfer Date for application in accordance with Section 4.6.


 


(y)           Allocations
During the Controlled Accumulation Period.  During the Controlled Accumulation Period an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal
Collections processed on such Date of Processing (the product for any such date
is hereinafter referred to as a “Percentage
Allocation”) shall be allocated to the Series 2004-A Noteholders and
transferred to the Principal Account until applied as provided herein; provided, however, that if the
sum of such Percentage Allocation and all preceding Percentage Allocations with
respect to the same Monthly Period exceeds the Controlled Deposit Amount during
the Controlled Accumulation


 


19

















 


Period for the related
Distribution Date, then such excess shall not be treated as a Percentage
Allocation and shall be first, if any other Principal Sharing Series is
outstanding and in its accumulation period or amortization period, retained in
the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related
Distribution Date, second deposited in the Excess Funding Account to the extent
necessary so that the Transferor Amount is not less than the Specified
Transferor Amount and third paid to the holders of the Transferor Interest.


 


(z)            Allocations
During the Early Amortization Period.  During the Early Amortization Period, an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal
Collections processed on such Date of Processing shall be allocated to the Series
2004-A Noteholders and transferred to the Principal Account until applied as
provided herein; provided, however, that after the date on which an
amount of such Principal Collections equal to the Note Principal Balance has
been deposited into the Principal Account such amount shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation period or
amortization period, retained in the Principal Account for application, to the
extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Distribution Date, second deposited in the Excess Funding
Account to the extent necessary so that the Transferor Amount is not less than
the Specified Transferor Amount and third paid to the holders of the Transferor
Interest.


 


(c)           During
any period when Servicer is permitted by Section 4.3
of the Pooling and Servicing Agreement or Section 8.4 of the Indenture
to make a single monthly deposit to the Collection Account, amounts allocated
to the Noteholders pursuant to Sections 4.1(a)
and (b) with respect to any
Monthly Period need not be deposited into the Collection Account or any Series
Account prior to the related Transfer Date, and, when so deposited, (x) may be
deposited net of any amounts required to be distributed to Transferor and, if WFN
is Servicer, Servicer, and (y) shall be deposited into the Finance Charge
Account (in the case of Collections of Finance Charge Receivables) and the
Principal Account (in the case of Collections of Principal Receivables (not
including any Shared Principal Collections allocated to Series 2004-A pursuant
to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)).


 


(d)           On
any date, Servicer may withdraw from the Collection Account or any Series
Account any amounts inadvertently deposited in such account that should have
not been so deposited.


 


Section 4.2             Determination of Monthly
Interest.


 


(a)           The
amount of monthly interest (“Class A Monthly
Interest”) distributable from the Distribution Account with respect
to the Class A Notes on any Distribution Date shall be an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Distribution Period and the denominator of which is 360,
times (B) the Class A Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class A Note Principal Balance as of the close
of business on the last day of the preceding Monthly


 


20

















 


Period (or, with respect to the initial Distribution Date, the Class A
Note Initial Principal Balance).


 


On the Determination Date
preceding each Distribution Date, the Servicer shall determine the excess, if
any (the “Class A Deficiency Amount”), of
(x) the aggregate amount accrued pursuant to this Section 4.2(a) as of
the prior Distribution Date over (y) the amount actually transferred from the
Distribution Account for payment of such amount.  If the Class A Deficiency Amount for any Distribution Date is
greater than zero, on each subsequent Distribution Date until such Class A
Deficiency Amount is fully paid, an additional amount (“Class A Additional Interest”) equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Distribution Period and the denominator of which is 360,
times (B) the Class A Note Interest Rate in effect with respect to the related
Distribution Period plus
2% per annum and (ii) such Class A Deficiency Amount (or the portion thereof
which has not been paid to the Class A Noteholders) shall be payable as
provided herein with respect to the Class A Notes.  Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A Noteholders
only to the extent permitted by applicable law.


 


(b)           The
amount of monthly interest (“Class B Monthly
Interest”) distributable from the Distribution Account with respect
to the Class B Notes on any Distribution Date shall be an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Distribution Period and the denominator of which is 360,
times (B) the Class B Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class B Note Principal Balance as of the close
of business on the last day of the preceding Monthly Period (or, with respect
to the initial Distribution Date, the Class B Note Initial Principal Balance).


 


On the Determination Date
preceding each Distribution Date, the Servicer shall determine the excess, if
any (the “Class B Deficiency Amount”), of
(x) the aggregate amount accrued pursuant to this Section 4.2(b) as of
the prior Distribution Date over (y) the amount of funds actually transferred from the
Distribution Account for payment of such amount.  If the Class B Deficiency Amount for any Distribution Date is
greater than zero, on each subsequent Distribution Date until such Class B
Deficiency Amount is fully paid, an additional amount (“Class B Additional Interest”) equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days
in the related Distribution Period and the denominator of which is 360, times
(B) the Class B Note Interest Rate in effect with respect to the related
Distribution Period plus
2% per annum and (ii) such Class B Deficiency Amount (or the portion thereof
which has not been paid to the Class B Noteholders) shall be payable as
provided herein with respect to the Class B Notes.  Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B Noteholders
only to the extent permitted by applicable law.


 


(c)           The
amount of monthly interest (“Class C Monthly
Interest”) distributable from the Distribution Account with respect
to the Class C Notes on any Distribution Date shall be an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Distribution Period and the denominator of which is 360,
times (B) the Class C Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class C


 


21

















 


Note Principal Balance as of the close of business on
the last day of the preceding Monthly Period (or, with respect to the initial
Distribution Date, the Class C Note Initial Principal Balance).


 


On the Determination Date
preceding each Distribution Date, the Servicer shall determine the excess, if
any (the “Class C Deficiency Amount”),
of (x) the aggregate amount accrued pursuant to this Section 4.2(c) as of the prior
Distribution Date over
(y) the amount of funds actually transferred from the Distribution Account
for payment of such amount.  If the
Class C Deficiency Amount for any Distribution Date is greater than zero, on
each subsequent Distribution Date until such Class C Deficiency Amount is fully
paid, an additional amount (“Class C Additional
Interest”) equal to the product of (i) (A) a fraction, the numerator
of which is the actual number of days in the related Distribution Period and
the denominator of which is 360, times (B) the Class C Note Interest Rate in effect with
respect to the related Distribution Period plus
2% per annum and (ii) such Class C Deficiency Amount (or the portion thereof
which has not been paid to the Class C Noteholders) shall be payable as
provided herein with respect to the Class C Notes.  Notwithstanding anything to the contrary herein, Class C
Additional Interest shall be payable or distributed to the Class C Noteholders
only to the extent permitted by applicable law.


 


Section 4.3             Determination of Monthly Principal.  The amount of monthly principal to be
transferred from the Principal Account with respect to the Notes on each
Transfer Date (the “Monthly Principal”), beginning with the Transfer
Date in the month following the month in which the Controlled Accumulation
Period or, if earlier, the Early Amortization Period, begins, shall be equal to
the least of (i) the Available Principal Collections on deposit in the
Principal Account with respect to such Transfer Date, (ii) for each Transfer
Date with respect to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date, (iii) the Collateral Amount (after taking into
account any adjustments to be made on such Distribution Date pursuant to Sections
4.5 and 4.6) prior to any deposit into the Principal Accumulation
Account on such Transfer Date, and (iv) the Note Principal Balance, minus any
amount already on deposit in the Principal Accumulation Account on such
Transfer Date.


 


Section 4.4             Application of Available Finance Charge Collections
and Available Principal Collections. 
On or before each Transfer Date, the Servicer shall instruct the
Indenture Trustee in writing (which writing shall be substantially in the form
of Exhibit B) to withdraw and the Indenture Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date or
related Distribution Date, as applicable, to the extent of available funds, the
amount required to be withdrawn from the Finance Charge Account, the Principal
Account, the Principal Accumulation Account and the Distribution Account as
follows:


 


(a)           On
each Transfer Date, an amount equal to the Available Finance Charge Collections
with respect to the related Distribution Date will be distributed or deposited
in the following priority:


 


(i)            on a pari passu basis based on the
amounts owing to the Class A Noteholders and the Class A Counterparty pursuant
to this subsection 4.4(a)(i): (A) an amount equal to Class A Monthly
Interest for such Distribution Date, plus any Class A Deficiency Amount, plus the amount of any Class A
Additional Interest for such


 


22

















 


Distribution Date, plus the amount of any Class A
Additional Interest previously due but not distributed to Class A Noteholders
on a prior Distribution Date shall be deposited by the Servicer or Indenture
Trustee into the Distribution Account, and (B) any Class A Net Swap Payment for
such Distribution Date shall be paid to the Class A Swap Counterparty;


 


(ii)           on a pari passu basis based on the
amounts owing to the Class B Noteholders and the Class B Counterparty pursuant
to this subsection 4.4(a)(ii): (A) an amount equal to Class B Monthly
Interest for such Distribution Date, plus any Class B Deficiency Amount, plus the amount of any Class B
Additional Interest for such Distribution Date, plus the amount of any Class B
Additional Interest previously due but not distributed to Class B Noteholders
on a prior Distribution Date shall be deposited by the Servicer or Indenture
Trustee into the Distribution Account, and (B) any Class B Net Swap Payment for
such Distribution Date shall be paid to the Class B Swap Counterparty;


 


(iii)          an amount equal to the Noteholder
Servicing Fee for such Transfer Date, plus the amount of any Noteholder Servicing Fee previously
due but not distributed to the Servicer on a prior Transfer Date, shall be
distributed to the Servicer;


 


(iv)          on a pari passu basis based on the
amounts owing to the Class C Noteholders and the Class C Counterparty pursuant
to this subsection 4.4(a)(iv): (A) an amount equal to Class C Monthly
Interest for such Distribution Date, plus any Class C Deficiency Amount, plus the amount of any Class C
Additional Interest for such Distribution Date, plus the amount of any Class C
Additional Interest previously due but not distributed to the Class C
Noteholders on a prior Distribution Date shall be deposited by the Servicer or
Indenture Trustee into the Distribution Account, and (B) any Class C Net Swap
Payment for such Distribution Date shall be paid to the Class C Counterparty;


 


(v)           an amount equal to the Aggregate
Investor Default Amount and any Investor Uncovered Dilution Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date and, during the Controlled Accumulation
Period or the Early Amortization Period, deposited into the Principal Account
on the related Transfer Date;


 


(vi)          an amount equal to the sum of the
aggregate amount of Investor Charge-Offs and the amount of Reallocated
Principal Collections which have not been previously reimbursed pursuant to
this subsection (vi) shall be treated as
a portion of Available Principal Collections for such Distribution Date;


 


(vii)         an amount equal to the excess, if any,
of the Required Cash Collateral Amount over
the Available Cash Collateral Amount shall be deposited into the Cash
Collateral Account;


 


(viii)        on each Transfer Date from and after the
Reserve Account Funding Date, but prior to the date on which the Reserve
Account terminates as described in subsection
4.10(f), an amount up to the excess, if any, of the Required Reserve
Account Amount


 


23

















 


over
the Available Reserve Account Amount shall be deposited into the Reserve
Account;


 


(ix)           an amount equal to the amounts
required to be deposited in the Spread Account pursuant to Section 4.12(f) shall be deposited into
the Spread Account as provided in Section 4.12(f);


 


(x)            on a pari passu basis based on the
amounts owing to each Counterparty pursuant to this subsection 4.4(a)(x):
(A) an amount equal to any partial or early termination payments or other
additional payments owed to the Class A Counterparty under the Class A Swap
shall be paid to the Class A Counterparty, (B) an amount equal to any partial
or early termination payments or other additional payments owed to the Class B
Counterparty under the Class B Swap shall be paid to the Class B Counterparty
and (C) an amount equal to any partial or early termination payments or other
additional payments owed to the Class C Counterparty under the Class C Swap
shall be paid to the Class C Counterparty;


 


(xi)           any amounts designated in writing by
the Transferor to the Servicer and Indenture Trustee as amounts to be paid from
Available Finance Charge Collections shall be paid in accordance with the
Transferor’s instructions; and


 


(xii)          the balance, if any, will constitute a
portion of Excess Finance Charge Collections for such Distribution Date.


 


(b)           On
each Transfer Date with respect to the Revolving Period, an amount equal to the
Available Principal Collections for the related Monthly Period shall be treated
as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture.


 


(c)           On
each Transfer Date with respect to the Controlled Accumulation Period or the
Early Amortization Period, an amount equal to the Available Principal
Collections for the related Monthly Period shall be distributed or deposited in
the following order of priority:


 


(i)            during the Controlled Accumulation
Period, an amount equal to the Monthly Principal for such Transfer Date shall
be deposited into the Principal Accumulation Account;


 


(ii)           during the Early Amortization Period,
an amount equal to the Monthly Principal for such Transfer Date shall be
deposited into the Distribution Account on such Transfer Date and on each
subsequent Transfer Date for payment to the Class A Noteholders on the related
Distribution Date until the Class A Note Principal Balance has been paid in
full;


 


(iii)          during the Early Amortization Period,
after giving effect to the distribution referred to in clause
(ii) above, an amount equal to the Monthly Principal remaining, if
any, shall be deposited into the Distribution Account on such Transfer Date and
on each subsequent Transfer Date for payment to the Class B Noteholders on the
related Distribution Date until the Class B Note Principal Balance has been
paid in full;


 


24

















 


(iv)          during the Early Amortization Period,
after giving effect to the distributions referred to in clauses (ii) and (iii) above, an amount
equal to the Monthly Principal remaining, if any, shall be deposited into the
Distribution Account on such Transfer Date and on each subsequent Transfer Date
for payment to the Class C Noteholders on the related Distribution Date until
the Class C Note Principal Balance has been paid in full; and


 


(v)           in the case of each of the Controlled
Accumulation Period and the Early Amortization Period, the balance of such
Available Principal Collections remaining after application in accordance with clauses (i) through (iv)
above shall be treated as Shared Principal Collections and applied in
accordance with Section 8.5 of the
Indenture.


 


(d)           On
each Distribution Date, the Indenture Trustee shall pay in accordance with Section
5.2 to the Class A Noteholders from the Distribution Account, the amount
deposited into the Distribution Account pursuant to Section 4.4(a)(i) on
the preceding Transfer Date, to the Class B Noteholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to Section
4.4(a)(ii) and to the Class C Noteholders from the Distribution Account,
the amount deposited into the Distribution Account pursuant to Section
4.4(a)(iv).


 


(e)           On
the earlier to occur of (i) the first Transfer Date with respect to the Early
Amortization Period and (ii) the Transfer Date immediately preceding the Class
A/B Expected Principal Payment Date, the Indenture Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Principal Accumulation Account and deposit into the Distribution Account
amounts necessary to pay first, to the Class A Noteholders, until paid in full,
second, to the Class B Noteholders, until paid in full, and, if the Early
Amortization Period has commenced, any remainder to the Class C Noteholders,
the amounts deposited into the Principal Accumulation Account pursuant to subsection 4.4(c)(i). On the Class C Expected
Principal Payment Date, the Indenture Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Principal Accumulation
Account and deposit into the Distribution Account for payment to the Class C
Noteholders the amounts deposited into the Principal Accumulation Account
pursuant to subsection 4.4(c)(i) on the
related Transfer Date.  The Indenture
Trustee, acting in accordance with the instructions of the Servicer, shall in
accordance with Section 5.2 pay from
the Distribution Account to the Class A Noteholders, the Class B Noteholders
and the Class C Noteholders, as applicable, the amounts deposited for the
account of such Noteholders into the Distribution Account pursuant to this subsection 4.4(e).


 


Section 4.5             Investor Charge-Offs.  On each Determination Date, the Servicer shall calculate the
Aggregate Investor Default Amount and any Investor Uncovered Dilution Amount
for the related Distribution Date.  If,
on any Distribution Date, the sum of the Aggregate Investor Default Amount and
any Investor Uncovered Dilution Amount for such Distribution Date exceeds the
sum of the amount of Available Finance Charge Collections and the amount
withdrawn from the Cash Collateral Account allocated with respect thereto
pursuant to subsection 4.4(a)(v) and 4.11(c), respectively, with respect to such
Distribution Date, the Collateral Amount will be reduced (but not below zero)
by the amount of such excess (such reduction, an “Investor
Charge-Off”).


 


25

















 


Section 4.6             Reallocated Principal Collections.  On each Transfer Date, the Servicer shall
apply, or shall instruct the Indenture Trustee in writing to apply, Reallocated
Principal Collections with respect to that Transfer Date, to fund any
deficiency pursuant to and in the priority set forth in subsections 4.4(a)(i), (ii), (iii)  and
(iv)(B), after giving effect to any withdrawal from the Cash Collateral
Account or the Spread Account to cover such payments.  On each Transfer Date, the Collateral Amount shall be reduced by
the amount of Reallocated Principal Collections for such Transfer Date.


 


Section 4.7             Excess Finance Charge Collections.  Series 2004-A shall be an Excess Allocation
Series with respect to Group One only. 
For this purpose, each outstanding series of certificates issued by
World Financial Network Master Trust (other than series represented by the
Collateral Certificate) shall be deemed to be a Series in Group One. Subject to
Section 8.6 of the Indenture, Excess
Finance Charge Collections with respect to the Excess Allocation Series in
Group One for any Transfer Date will be allocated to Series 2004-A in an amount
equal to the product of (x) the aggregate amount of Excess Finance Charge
Collections with respect to all the Excess Allocation Series in Group One for
such Distribution Date and (y) a fraction, the numerator of which is the
Finance Charge Shortfall for Series 2004-A for such Distribution Date and the
denominator of which is the aggregate amount of Finance Charge Shortfalls for
all the Excess Allocation Series in Group One for such Distribution Date.  The “Finance
Charge Shortfall” for Series 2004-A for any Distribution Date will
be equal to the excess, if any, of (a) the full amount required to be
paid, without duplication, pursuant to subsections
4.4(a)(i) through (xi) on such
Distribution Date over
(b) the Available Finance Charge Collections with respect to such
Distribution Date (excluding any portion thereof attributable to Excess Finance
Charge Collections).


 


Section 4.8             Shared Principal Collections.  Subject to Section 4.4 of the Pooling
and Servicing Agreement and Section 8.5
of the Indenture, Shared Principal Collections allocable to Series 2004-A on
any Transfer Date will be equal to the product of (x) the aggregate amount of
Shared Principal Collections with respect to all Principal Sharing Series for
such Transfer Date and (y) a fraction, the numerator of which is the Principal
Shortfall for Series 2004-A for such Transfer Date and the denominator of which
is the aggregate amount of Principal Shortfalls for all the Series which are
Principal Sharing Series for such Transfer Date.  For this purpose, each outstanding series of certificates issued
by World Financial Network Master Trust (other than series represented by the
Collateral Certificate) shall be deemed to be a Principal Sharing Series.  The “Principal
Shortfall” for Series 2004-A will be equal to (a) for any Transfer
Date with respect to the Revolving Period or the Early Amortization Period,
zero, and (b) for any Transfer Date with respect to the Controlled Accumulation
Period, the excess, if any, of the Controlled Deposit Amount with respect to
such Transfer Date over
the amount of Available Principal Collections for such Transfer Date (excluding
any portion thereof attributable to Shared Principal Collections).


 


Section 4.9             Certain Series Accounts.


 


(a)           The
Indenture Trustee shall establish and maintain with an Eligible Institution,
which may be the Indenture Trustee in the name of the Trust, on behalf of the
Trust, for the benefit of the Noteholders, four segregated trust accounts with
such Eligible Institution (the “Finance Charge
Account”, the “Principal Account”,
the “Principal Accumulation Account” and


 


26

















 


the “Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2004-A Noteholders.  The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Finance Charge Account, the Principal Account, the Principal Accumulation
Account and the Distribution Account and in all proceeds thereof.  The Finance Charge Account, the Principal
Account, the Principal Accumulation Account and the Distribution Account shall
be under the sole dominion and control of the Indenture Trustee for the benefit
of the Series 2004-A Noteholders.  If at
any time the institution holding the Finance Charge Account, the Principal
Account, the Principal Accumulation Account and the Distribution Account ceases
to be an Eligible Institution, the Transferor shall notify the Indenture
Trustee in writing, and the Indenture Trustee upon being notified (or the
Servicer on its behalf) shall, within ten (10) Business Days, establish a new
Finance Charge Account, a new Principal Account, a new Principal Accumulation
Account and a new Distribution Account meeting the conditions specified above
with an Eligible Institution, and shall transfer any cash or any investments to
such new Finance Charge Account, new Principal Account, new Principal
Accumulation Account and new Distribution Account.  The Indenture Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Finance Charge Account, the Principal
Account, the Principal Accumulation Account and the Distribution Account from
time to time, in the amounts and for the purposes set forth in this Indenture
Supplement, and (ii) on each Transfer Date (from and after the commencement of the
Controlled Accumulation Period) prior to the termination of the Principal
Accumulation Account, make deposits into the Principal Accumulation Account in
the amounts specified in, and otherwise in accordance with, subsection 4.4(c)(i).  Indenture Trustee at all times shall maintain accurate records
reflecting each transaction in the Finance Charge Account, the Principal
Account, the Principal Accumulation Account and the Distribution Account.


 


(b)           Funds
on deposit in the Finance Charge Account, the Principal
Account, the Principal Accumulation Account and the Distribution
Account, from time to time shall be invested and reinvested at
the direction of the Servicer by the Indenture Trustee in Eligible Investments
that will mature so that such funds will be available for withdrawal on or
prior to the following Transfer Date.


 


The Indenture Trustee
shall hold such of the Eligible Investments as consists of instruments, deposit
accounts, negotiable documents, money, goods, letters of credit, and advices of
credit in the State of New York and/or Illinois. The Indenture Trustee shall
hold such of the Eligible Investments as constitutes investment property
through a securities intermediary, which securities intermediary shall agree
with the Indenture Trustee that (a) such investment property shall at all times
be credited to a securities account of the Indenture Trustee, (b) such
securities intermediary shall treat the Indenture Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (c) all property credited to such securities account shall
be treated as a financial asset, (d) such securities intermediary shall comply
with entitlement orders originated by the Indenture Trustee without the further
consent of any other person or entity, (e) such securities intermediary will
not agree with any person or entity other than the Indenture Trustee to comply
with entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in


 


27

















 


the New York UCC and not otherwise defined herein
shall have the meaning set forth in the New York UCC.


 


On each Transfer Date
with respect to the Controlled Accumulation Period and on the first Transfer
Date with respect to the Early Amortization Period, the Indenture Trustee,
acting at the Servicer’s direction given on or before such Transfer Date, shall
transfer from the Principal Accumulation Account to the Finance Charge Account
the Principal Accumulation Investment Proceeds on deposit in the Principal
Accumulation Account for application as Available Finance Charge Collections in
accordance with Section 4.4.


 


Principal Accumulation
Investment Proceeds (including reinvested interest) shall not be considered
part of the amounts on deposit in the Principal Accumulation Account for
purposes of this Indenture Supplement.


 


Section 4.10           Reserve Account.


 


(a)           The
Indenture Trustee shall establish and maintain with an Eligible Institution,
which may be the Indenture Trustee in the name of the Trust, on behalf of the
Trust, for the benefit of the Series 2004-A Noteholders, a segregated trust
account (the “Reserve Account”), bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2004-A Noteholders. 
The Indenture Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Reserve Account and in all proceeds
thereof.  The Reserve Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Series 2004-A Noteholders.  If at any
time the institution holding the Reserve Account ceases to be an Eligible Institution,
the Transferor shall notify the Indenture Trustee, and the Indenture Trustee
upon being notified (or the Servicer on its behalf) shall, within ten (10)
Business Days, establish a new Reserve Account meeting the conditions specified
above with an Eligible Institution, and shall transfer any cash or any
investments to such new Reserve Account. 
The Indenture Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up to the
Available Reserve Account Amount at such time, for the purposes set forth in
this Indenture Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account, make
a deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.4(a)(viii).


 


(b)           Funds
on deposit in the Reserve Account shall be invested at the written direction of
the Servicer by the Indenture Trustee in Eligible Investments.  Funds on deposit in the Reserve Account on
any Transfer Date, after giving effect to any withdrawals from the Reserve
Account on such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior to the
following Transfer Date.


 


The Indenture Trustee
shall hold such of the Eligible Investments as consists of instruments, deposit
accounts, negotiable documents, money, goods, letters of credit, and advices of
credit in the State of New York. The Indenture Trustee shall hold such of the
Eligible Investments as constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the Indenture
Trustee that (a) such investment property shall at all times be credited to a
securities account of the Indenture Trustee, (b) such securities


 


28

















 


intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC.


 


On each Transfer Date,
all interest and earnings (net of losses and investment expenses) accrued since
the preceding Transfer Date on funds on deposit in the Reserve Account shall be
retained in the Reserve Account (to the extent that the Available Reserve
Account Amount is less than the Required Reserve Account Amount) and the
balance, if any, shall be deposited into the Finance Charge Account and
included in Available Finance Charge Collections for such Transfer Date.  For purposes of determining the availability
of funds or the balance in the Reserve Account for any reason under this
Indenture Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.


 


(c)           On
or before each Transfer Date with respect to the Controlled Accumulation Period
and on or before the first Transfer Date with respect to the Early Amortization
Period, the Servicer shall calculate the Reserve Draw Amount; provided, however,
that such amount will be reduced to the extent that funds otherwise would be
available for deposit in the Reserve Account under Section 4.4(a)(viii)
with respect to such Transfer Date.


 


(d)           If
for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve
Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn
from the Reserve Account on such Transfer Date by the Indenture Trustee (acting
in accordance with the written instructions of the Servicer) and deposited into
the Finance Charge Account for application as Available Finance Charge
Collections for such Transfer Date.


 


(e)           If
the Reserve Account Surplus on any Transfer Date, after giving effect to all
deposits to and withdrawals from the Reserve Account with respect to such
Transfer Date, is greater than zero, the Indenture Trustee, acting in accordance
with the written instructions of the Servicer, shall withdraw from the Reserve
Account an amount equal to such Reserve Account Surplus and (i) deposit such
amounts in the Spread Account, to the extent that funds on deposit in the
Spread Account are less than the Required Spread Account Amount, and (ii)
distribute any such amounts remaining after application pursuant to subsection 4.10(e)(i) to the holders of the
Transferor Interest.


 


(f)            Upon
the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the
first Transfer Date relating to the Early Amortization Period and (iii) the
Transfer Date immediately preceding the Class A/B Expected Principal Payment


 


29



















Date, the Indenture Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
2004-A Noteholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account all amounts, if any, on deposit
in the Reserve Account and (i) deposit such amounts in the Spread Account, to
the extent that funds on deposit in the Spread Account are less than the
Required Spread Account Amount, and (ii) distribute any such amounts remaining
after application pursuant to subsection 4.10(f)(i)
to the holders of the Transferor Interest. 
The Reserve Account shall thereafter be deemed to have terminated for
purposes of this Indenture Supplement. 
Funds on deposit in the Reserve Account at any time that the Controlled
Accumulation Period is suspended pursuant to Section
4.15 shall remain on deposit until applied in accordance with subsection 4.10(d), (e)
or (f).


 


Section 4.11           Cash Collateral Account.


 


(a)           The
Indenture Trustee shall establish and maintain with an Eligible Institution,
which may be the Indenture Trustee in the name of the Trust, on behalf of the
Trust, for the benefit of the Series 2004-A Noteholders, a segregated trust
account (the “Cash Collateral Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2004-A Noteholders.  The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the Cash
Collateral Account and in all proceeds thereof.  The Cash Collateral Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Series 2004-A
Noteholders.  If at any time the
institution holding the Cash Collateral Account ceases to be an Eligible
Institution, the Transferor shall notify the Indenture Trustee, and the
Indenture Trustee upon being notified (or the Servicer on its behalf) shall,
within ten (10) Business Days, establish a new Cash Collateral Account meeting the
conditions specified above with an Eligible Institution, and shall transfer any
cash or any investments to such new Cash Collateral Account.


 


(b)           On
the Closing Date, Transferor shall deposit $12,500,000 in immediately available
funds into the Cash Collateral Account. 
Funds on deposit in the Cash Collateral Account shall be invested at the
written direction of the Servicer by the Indenture Trustee in Eligible
Investments.  Funds on deposit in the
Cash Collateral Account on any Transfer Date, after giving effect to any
withdrawals from the Cash Collateral Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date.


 


The Indenture Trustee
shall hold such of the Eligible Investments as consists of instruments, deposit
accounts, negotiable documents, money, goods, letters of credit, and advices of
credit in the State of New York. The Indenture Trustee shall hold such of the
Eligible Investments as constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the Indenture
Trustee that (a) such investment property shall at all times be credited to a
securities account of the Indenture Trustee, (b) such securities intermediary
shall treat the Indenture Trustee as entitled to exercise the rights that
comprise each financial asset credited to such securities account, (c) all
property credited to such securities account shall be treated as a financial
asset, (d) such securities intermediary shall comply with entitlement orders
originated by the Indenture Trustee without the further consent of any other
person or entity, (e) such securities intermediary will not agree with any
person or entity other


 


30

















 


than the Indenture Trustee to comply with entitlement
orders originated by such other person or entity, (f) such securities accounts
and the property credited thereto shall not be subject to any lien, security
interest, or right of set-off in favor of such securities intermediary or
anyone claiming through it (other than the Indenture Trustee), and (g) such
agreement shall be governed by the laws of the State of New York. Terms used in
the preceding sentence that are defined in the New York UCC and not otherwise
defined herein shall have the meaning set forth in the New York UCC.


 


On each Transfer Date,
all interest and earnings (net of losses and investment expenses) accrued since
the preceding Transfer Date on funds on deposit in the Cash Collateral Account
shall be retained in the Cash Collateral Account (to the extent that the
Available Cash Collateral Account Amount is less than the Required Cash
Collateral Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Available Finance Charge Collections for
such Transfer Date.  For purposes of
determining the availability of funds or the balance in the Cash Collateral
Account for any reason under this Indenture Supplement, except as otherwise
provided in the preceding sentence, interest and earnings on such funds shall
be deemed not to be available or on deposit.


 


(c)           On
each Determination Date, Servicer shall calculate the amount (the “Required
Draw Amount”) by which the sum of the amounts required to be distributed
pursuant to Sections 4.4(a)(i)
through (v) with respect to the
related Transfer Date exceeds the amount of Available Finance Charge
Collections with respect to the related Monthly Period.  If the Required Draw Amount for any Transfer
Date is greater than zero, Servicer shall give written notice to the Indenture
Trustee of such positive Required Draw Amount on the related Determination
Date.  On the related Transfer Date, the
Required Draw Amount, if any, up to the Available Cash Collateral Amount, shall
be withdrawn from the Cash Collateral Account and distributed to fund any
deficiency pursuant to Section 4.4(a)(i)
through (v) (in the order of
priority set forth in Section 4.4(a)).


 


(d)           If,
after giving effect to all deposits to and withdrawals from the Cash Collateral
Account with respect to any Transfer Date, the amount on deposit in the Cash
Collateral Account exceeds the Required Cash Collateral Amount, the Indenture
Trustee acting in accordance with the instructions of the Servicer, shall
withdraw an amount equal to such excess from the Cash Collateral Account and
(i) deposit such amounts in the Spread Account, to the extent that funds on
deposit in the Spread Account are less than the Required Spread Account Amount
and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(d) to the Transferor.


 


Section 4.12           Spread Account.


 


(a)           On
or prior to the Closing Date, the Indenture Trustee shall establish and maintain
with an Eligible Institution, which may be the Indenture Trustee in the name of
the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders
and the Transferor, a segregated account (the “Spread
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class C Noteholders and the
Transferor.  Except as otherwise
provided in this Section 4.12, the
Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Spread Account and in all proceeds


 


31

















 


thereof.  The
Spread Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Class C Noteholders and the holder of the
Transferor Interest.  If at any time the
institution holding the Spread Account ceases to be an Eligible Institution,
the Servicer shall notify the Indenture Trustee in writing, and the Indenture
Trustee upon being notified (or the Servicer on its behalf) shall, within ten
(10) Business Days (or such longer period as to which the Rating Agencies may
consent) establish a new Spread Account meeting the conditions specified above
with an Eligible Institution and shall transfer any cash or any investments to
such new Spread Account.  The Indenture
Trustee, at the written direction of the Servicer, shall (i) make withdrawals
from the Spread Account from time to time in an amount up to the Available
Spread Account Amount at such time, for the purposes set forth in this
Indenture Supplement, and (ii) on each Transfer Date prior to termination of
the Spread Account, make a deposit into the Spread Account in the amount
specified in, and otherwise in accordance with, subsection
4.12(f).


 


(b)           On
the Closing Date, the Transferor shall deposit $5,000,000 in immediately
available funds into the Spread Account. 
Funds on deposit in the Spread Account shall be invested at the written
direction of the Servicer by the Indenture Trustee in Eligible Investments.  Funds on deposit in the Spread Account on
any Transfer Date, after giving effect to any withdrawals from and deposits to
the Spread Account on such Transfer Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the following Transfer Date.


 


The Indenture Trustee
shall hold such of the Eligible Investments as consists of instruments, deposit
accounts, negotiable documents, money, goods, letters of credit, and advices of
credit in the State of New York. The Indenture Trustee shall hold such of the
Eligible Investments as constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the Indenture
Trustee that (a) such investment property shall at all times be credited to a
securities account of the Indenture Trustee, (b) such securities intermediary
shall treat the Indenture Trustee as entitled to exercise the rights that
comprise each financial asset credited to such securities account, (c) all
property credited to such securities account shall be treated as a financial
asset, (d) such securities intermediary shall comply with entitlement
orders originated by the Indenture Trustee without the further consent of any
other person or entity, (e) such securities intermediary will not agree with
any person or entity other than the Indenture Trustee to comply with
entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC. Except as permitted by this subsection 4.12(b),
the Indenture Trustee shall not hold Eligible Investments through an agent or a
nominee.


 


On each Transfer Date
(but subject to subsection 4.12(c)), the
Investment Earnings, if any, accrued since the preceding Transfer Date on funds
on deposit in the Spread Account shall be retained in the Spread Account (to
the extent that the Available Spread Account Amount is less than the Required
Spread Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Available Finance Charge Collections for
such


 


32

















 


Transfer Date. 
For purposes of determining the availability of funds or the balance in
the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment Earnings
shall be deemed not to be available or on deposit.


 


(c)           If,
on any Transfer Date, the aggregate amount of Available Finance Charge
Collections and the amount, if any, withdrawn from the Cash Collateral Account
available for deposit into the Distribution Account pursuant to subsection 4.4(a)(iv) and 4.11(c), respectively, is less than the
aggregate amount required to be deposited pursuant to subsection
4.4(a)(iv), the Indenture Trustee, at the written direction of the
Servicer, shall withdraw from the Spread Account the amount of such deficiency
up to the Available Spread Account Amount and, if the Available Spread Account
Amount is less than such deficiency, Investment Earnings credited to the Spread
Account, and deposit such amount in the Distribution Account to fund any
deficiency pursuant to subsection 4.4(a)(iv).


 


(d)           On
the earlier of Series 2004-A Final Maturity Date and the date on which the
Class A Note Principal Balance and the Class B Note Principal Balance have been
paid in full, after applying any funds on deposit in the Spread Account as
described in Section 4.12(c), the
Indenture Trustee at the written direction of the Servicer shall withdraw from
the Spread Account an amount equal to the lesser of (i) the Class C Note
Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the
Available Spread Account Amount and, if the Available Spread Account Amount is
not sufficient to reduce the Class C Note Principal Balance to zero, Investment
Earnings credited to the Spread Account up to the amount required to reduce the
Class C Note Principal Balance to zero, and the Indenture Trustee upon the
written direction of the Servicer or the Servicer shall deposit such amounts
into the Collection Account for distribution to the Class C Noteholders in
accordance with subsection 5.2(e).


 


(e)           On
any day following the occurrence of an Event of Default with respect to Series
2004-A and acceleration of the maturity of the Series 2004-A Notes pursuant to Section
5.3 of the Indenture, Servicer shall withdraw from the Spread Account an
amount equal to the Available Spread Account Amount and Indenture Trustee or
Servicer shall deposit such amounts into the Distribution Account for
distribution to the Class C Noteholders, the Class A Noteholders and the Class
B Noteholders, in that order of priority, in accordance with Section 5.2,
to fund any shortfalls in amounts owed to such Noteholders.


 


(f)            If
on any Transfer Date, after giving effect to all withdrawals from the Spread
Account, the Available Spread Account Amount is less than the Required Spread
Account Amount then in effect, Available Finance Charge Collections shall be
deposited into the Spread Account pursuant to subsection
4.4(a)(ix) up to the amount of the Spread Account Deficiency.


 


(g)           If,
after giving effect to all deposits to and withdrawals from the Spread Account
with respect to any Transfer Date, the amount on deposit in the Spread Account
exceeds the Required Spread Account Amount, the Indenture Trustee acting in
accordance with the instructions of the Servicer, shall withdraw an amount
equal to such excess from the Spread Account and distribute such amount to the
Transferor.  On the date on which the
Class C Note Principal Balance has been paid in full, after making any payments
to the Noteholders required pursuant to subsections 4.12(c), (d)
and (e), the Indenture Trustee, at the written direction of


 


33

















 


Servicer, shall withdraw from the Spread Account all
amounts then remaining in the Spread Account and pay such amounts to the
holders of the Transferor Interest.


 


Section 4.13           Investment Instructions.  Any investment instructions required to be given to the Indenture
Trustee pursuant to the terms hereof must be given to the Indenture Trustee no
later than 11:00 a.m., New York City time, on the date such investment is to be
made.  In the event the Indenture
Trustee receives such investment instruction later than such time, the
Indenture Trustee may, but shall have no obligation to, make such
investment.  In the event the Indenture
Trustee is unable to make an investment required in an investment instruction
received by the Indenture Trustee after 11:00 a.m., New York City time, on such
day, such investment shall be made by the Indenture Trustee on the next
succeeding Business Day.  In no event
shall the Indenture Trustee be liable for any investment not made pursuant to
investment instructions received after 11:00 a.m., New York City time, on the
day such investment is requested to be made.


 


Section 4.14           Controlled Accumulation Period.  The Controlled Accumulation Period is
scheduled to commence at the beginning of business on May 1, 2008; provided
that if the Controlled Accumulation Period Length (determined as described
below) on any Determination Date on or after the April 2008 Determination Date
is less than 12 months, upon written notice to the Indenture Trustee,
Transferor and, each Rating Agency, Servicer, at its option, may elect to
modify the date on which the Controlled Accumulation Period actually commences
to the first Business Day of the month that is the number of whole months prior
to the month in which the Class A/B Expected Principal Payment Date occurs at
least equal to the Controlled Accumulation Period Length (so that, as a result
of such election, the number of Monthly Periods in the Controlled Accumulation
Period will at least equal the Controlled Accumulation Period Length); provided
that (i) the length of the Controlled Accumulation Period will not be less than
two months, (ii) such determination of the Controlled Accumulation Period
Length shall be made on each Determination Date on and after the April 2008
Determination Date but prior to the commencement of the Controlled Accumulation
Period, and any election to shorten the Controlled Accumulation Period shall be
subject to the subsequent lengthening of the Controlled Accumulation Period to
the Controlled Accumulation Period Length determined on any subsequent
Determination Date, but the Controlled Accumulation Period shall in no event
commence prior to the Controlled Accumulation Date, and (iii) notwithstanding
any other provision of this Indenture Supplement to the contrary, no election
to postpone the commencement of the Controlled Accumulation Period shall be
made after an Early Amortization Event shall have occurred and be continuing
with respect to any other Series.  The “Controlled
Accumulation Period Length” will mean a number of whole months such that
the amount available for distribution of principal on the Class A Notes and the
Class B Notes on the Class A/B Expected Payment Date is expected to equal or
exceed the sum of the Class A Note Principal Balance and the Class B Note
Principal Balance, assuming for this purpose that (1) the payment rate with
respect to Principal Collections remains constant at the lowest level of such
payment rate during the twelve preceding Monthly Periods (or such lower payment
rate as Servicer may select), (2) the total amount of Principal Receivables in
the Trust (and the principal amount on deposit in the Excess Funding Account,
if any) remains constant at the level on such date of determination, (3) no
Early Amortization Event with respect to any Series will subsequently occur and
(4) no additional Series (other than any Series being issued on such date of
determination) will be subsequently issued. 
Any notice by Servicer electing to modify the


 


34

















 


commencement of the Controlled Accumulation Period
pursuant to this Section 4.14 shall specify (i) the Controlled
Accumulation Period Length, (ii) the commencement date of the Controlled
Accumulation Period and (iii) the Controlled Accumulation Amount with respect
to each Monthly Period during the Controlled Accumulation Period.  The Servicer shall calculate the Controlled
Accumulation Period Length on each Determination Date prior to the April 2008
Determination Date as necessary to determine the Reserve Account Funding Date.


 


Section 4.15           Suspension of Controlled Accumulation Period.  (a) 
The Issuer may obtain a Qualified Maturity Agreement with prior notice
to the Rating Agencies.  The
commencement of the Controlled Accumulation Period shall be suspended upon
delivery by the Servicer to the Indenture Trustee of (i) an Officer’s
Certificate stating that all conditions precedent to suspension of the
Controlled Accumulation Period set forth in this Section
4.15 have been satisfied, (ii) a copy of an executed Qualified
Maturity Agreement and (iii) an Opinion of Counsel addressed to the Indenture
Trustee as to the due authorization, execution and delivery and the validity
and enforceability of such Qualified Maturity Agreement.  The Issuer does hereby transfer, assign,
set-over, and otherwise convey to the Indenture Trustee for the benefit of the
Series 2004-A Noteholders, without recourse, all of its rights under any
Qualified Maturity Agreement obtained in accordance with this Section 4.15 and all proceeds thereof.  Such property shall constitute part of the
Trust Estate for all purposes of the Indenture.  The foregoing transfer, assignment, set-over and conveyance does
not constitute and is not intended to result in a creation or an assumption by
the Indenture Trustee or any Noteholder of any obligation of the Issuer or any
other Person in connection with a Qualified Maturity Agreement or under any
agreement or instrument relating thereto.


 


The Indenture Trustee
hereby acknowledges its acceptance, to the extent validly transferred,
assigned, set-over or otherwise conveyed to the Indenture Trustee, for the
benefit of the Series 2004-A Noteholders, of all of the rights previously held
by the Issuer under any Qualified Maturity Agreement obtained by the Issuer and
all proceeds thereof, and declares that it shall hold such rights upon the
trust set forth herein and in the Agreement, and subject to the terms hereof
and thereof, for the benefit of the Series 2004-A Noteholders.


 


(b)           The
Issuer shall cause the provider of each Qualified Maturity Agreement to deposit
into the Principal Accumulation Account on or before the Class A/B Expected
Principal Payment Date an amount equal to the initial Note Principal Balance
(excluding the Class C Note Initial Principal Balance) and a further deposit
into the Principal Accumulation Account on the Class C Expected Principal
Payment Date in an amount equal to the Class C Note Initial Principal Balance; provided, however,
that the Issuer may, if provided in the related Qualified Maturity Agreement,
fund all or a portion of such deposits with the proceeds of the issuance of a
new Series or with the Available Principal Collections with respect to such
Transfer Date.  The amounts so deposited
shall be applied on the Class A/B Expected Principal Payment Date and the Class
C Expected Principal Payment Date, respectively, pursuant to subsection 4.4(c) as if the commencement
of the Controlled Accumulation Period had not been suspended.


 


(c)           Each
Qualified Maturity Agreement shall terminate at the close of business on the
Class C Expected Principal Payment Date; provided,
however, that the Issuer shall terminate
a Qualified Maturity Agreement prior to such Distribution Date, with notice to
each Rating Agency, if one of the following events occurs: (i) the Issuer
obtains a substitute Qualified


 


35

















 


Maturity Agreement, (ii) all of the following
conditions are satisfied: (A) the provider of the Qualified Maturity Agreement
ceases to qualify as an Eligible Institution, (B) the Issuer is unable to
obtain a substitute Qualified Maturity Agreement and (C) the Available Reserve
Account Amount equals the Required Reserve Account Amount or (iii) an Early
Amortization Event occurs.  In addition,
the Issuer may terminate a Qualified Maturity Agreement prior to the later of (i)
the date on which the Controlled Accumulation Period was scheduled to begin,
before giving effect to the suspension of the Controlled Accumulation Period,
and (ii) the date to which the commencement of the Controlled Accumulation
Period may be postponed pursuant to Section 4.14
(as determined on the Determination Date preceding the date of such
termination), in which case the commencement of the Controlled Accumulation
Period shall be determined as if the Issuer had not elected to suspend such
commencement; provided, however, that the available Reserve
Account Amount equals the Required Reserve Account Amount.  In the event that the provider of a
Qualified Maturity Agreement ceases to qualify as an Eligible Institution, the
Issuer shall use its best efforts to obtain a substitute Qualified Maturity
Agreement.


 


(d)           If
a Qualified Maturity Agreement is terminated prior to the earlier of the Class
C Expected Principal Payment Date and the commencement of the Early
Amortization Period and the Issuer does not obtain a substitute Qualified
Maturity Agreement, the Controlled Accumulation Period shall commence on the
latest of (i) the beginning of business on May 1, 2008, (ii) at the
election of the Servicer, the date to which the commencement of the Controlled
Accumulation Period may be postponed pursuant to Section
4.l4 (as determined on the date of such termination) and (iii) the
first day of the Monthly Period following the date of such termination.


 


Section 4.16           Determination
of LIBOR.


 


(a)           On
each LIBOR Determination Date in respect of a Distribution Period, the
Indenture Trustee shall determine LIBOR on the basis of the rate for deposits
in United States dollars for a period of the Designated Maturity which appears
on Telerate Page 3750 as of 11:00 a.m., London time, on such date.  If such rate does not appear on Telerate
Page 3750, the rate for that Distribution Period Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period of the
Designated Maturity.  The Indenture
Trustee shall request the principal London office of each of the Reference
Banks to provide a quotation of its rate. 
If at least two (2) such quotations are provided, the rate for that
Distribution Period shall be the arithmetic mean of the quotations.  If fewer than two (2) quotations are
provided as requested, the rate for that Distribution Period will be the
arithmetic mean of the rates quoted by major banks in New York City, selected
by the Servicer, at approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks for a period of
the Designated Maturity.


 


(b)           The
Class A Note Interest Rate, the Class B Note Interest Rate and the Class C Note
Interest Rate applicable to the then current and the immediately preceding
Distribution Periods may be obtained by telephoning the Indenture Trustee at
its corporate trust office at (312) 827-8500 or such other telephone number as
shall be designated by the Indenture Trustee for such purpose by prior written
notice by the Indenture Trustee to each Series 2004-A Noteholder from time to
time.


 


36

















 


(c)           On
each LIBOR Determination Date, the Indenture Trustee shall send to the Servicer
by facsimile transmission, notification of LIBOR for the following Distribution
Period.


 


Section 4.17           Swaps.


 


(a)  On or
prior to the Closing Date, the Issuer shall enter into a Class A Swap with the
Class A Counterparty, a Class B Swap with the Class B Counterparty and a Class
C Swap with the Class C Counterparty for the benefit of the Class A
Noteholders, the Class B Noteholders and the Class C Noteholders,
respectively.  The aggregate notional
amount under the Class A Swap shall, at any time, be equal to the Class A Note
Principal Balance at such time.  The
aggregate notional amount under the Class B Swap shall, at any time, be equal
to the Class B Note Principal Balance at such time.  The aggregate notional amount under the Class C Swap shall, at
any time, be equal to the Class C Note Principal Balance.  Net Swap Receipts payable by the Class A
Counterparty, the Class B Counterparty or the Class C Counterparty shall be
deposited by the Indenture Trustee in the Collection Account on the day
received and treated as Available Finance Charge Collections.  On any Distribution Date when there shall be
a Class A Net Swap Payment, such Class A Net Swap Payment shall be paid as
provided in subsection 4.4(a)(i). 
On any Distribution Date when there shall be a Class B Net Swap Payment,
such Class B Net Swap Payment shall be paid as provided in subsection
4.4(a)(ii).  On any Distribution
Date when there shall be a Class C Net Swap Payment, such Class C Net Swap
Payment shall be paid as provided in subsection 4.4(a)(iv).  On any Distribution Date when there shall be
early termination payments or any other miscellaneous payments payable by the
Issuer to the Counterparties, such amounts shall be paid as provided in subsection
4.4(a)(x).


 


(b)           The
Servicer may, upon satisfaction of the Rating Agency Condition, and, when
required under the terms of the existing Class A Swap, Class B Swap or Class C
Swap, shall obtain a replacement Class A Swap, Class B Swap or Class C Swap, as
applicable.


 


ARTICLE V.



Delivery of Series 2004-A Notes; Distributions; Reports to Series 2004-A
Noteholders


 


Section 5.1             Delivery
and Payment for the Series 2004-A Notes.


 


The Issuer shall execute
and issue, and the Indenture Trustee shall authenticate, the Series 2004-A
Notes in accordance with Section 2.3
of the Indenture.  The Indenture Trustee
shall deliver the Series 2004-A Notes to or upon the written order of the Trust
when so authenticated.


 


Section 5.2             Distributions.


 


(a)           On
each Distribution Date, the Indenture Trustee shall distribute to each Class A
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of the Indenture) such Class
A Noteholder’s pro
rata share of the amounts on deposit in the Distribution Account
that are allocated and available on such Distribution Date and as are payable
to the Class A Noteholders pursuant to this Indenture Supplement.


 


(b)           On
each Distribution Date, the Indenture Trustee shall distribute to each Class B
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of the


 


37

















 


Indenture) such Class B Noteholder’s pro rata share
of the amounts on deposit in the Distribution Account that are allocated and
available on such Distribution Date and as are payable to the Class B
Noteholders pursuant to this Indenture Supplement.


 


(c)           On
each Distribution Date, the Indenture Trustee shall distribute to each Class C
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of the Indenture) such Class
C Noteholder’s pro
rata share of the amounts on deposit in the Distribution Account
(including amounts withdrawn from the Spread Account (at the times and in the
amounts specified in Section 4.12))
that are allocated and available on such Distribution Date and as are payable
to the Class C Noteholders pursuant to this Indenture Supplement.


 


(d)           The
distributions to be made pursuant to this Section 5.2
are subject to the provisions of Sections 2.6,
6.1 and 7.1
of the Transfer and Servicing Agreement, Section 11.2
of the Indenture and Section 7.1 of
this Indenture Supplement.


 


(e)           Except
as provided in Section 11.2 of the
Indenture with respect to a final distribution, distributions to Series 2004-A
Noteholders hereunder shall be made by (i) check mailed to each Series 2004-A
Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that for any Series 2004-A Notes registered in the name of the nominee
of a Clearing Agency, such distribution shall be made by wire transfer of
immediately available funds and (ii) without presentation or surrender of any
Series 2004-A Note or the making of any notation thereon.


 


Section 5.3             Reports and Statements to Series 2004-A Noteholders.


 


(a)           On
each Distribution Date, the Indenture Trustee shall forward to each Series
2004-A Noteholder a statement substantially in the form of Exhibit C prepared by the Servicer.


 


(b)           Not
later than the second Business Day preceding each Distribution Date, the
Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each
Rating Agency (i) a statement substantially in the form of Exhibit B prepared by the Servicer and
(ii)  a certificate of an Authorized Officer substantially in the form of Exhibit D; provided
that the Servicer may amend the form of Exhibit B
from time to time, with the prior written consent of the Indenture Trustee.


 


(c)           A
copy of each statement or certificate provided pursuant to paragraph (a)
or (b) may be obtained by any Series 2004-A Noteholder by a request in
writing to the Servicer.


 


(d)           On
or before January 31 of each calendar year, beginning with January 31,
2005, the Indenture Trustee shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 2004-A
Noteholder, a statement prepared by the Servicer containing the information
which is required to be contained in the statement to Series 2004-A
Noteholders, as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Series 2004-A Noteholder, together with other information as is required to be
provided by an issuer of indebtedness under the Code.  Such obligation of the Indenture Trustee shall be deemed to have
been satisfied to the extent that substantially comparable information shall be
provided by the Servicer pursuant to any requirements of the Code as from time
to time in effect.


 


38

















 


ARTICLE VI.



Series 2004-A Early Amortization Events


 


Section 6.1             Series 2004-A Early
Amortization Events.  If any
one of the following events shall occur with respect to the Series 2004-A
Notes:


 


(a)           failure
on the part of Transferor or the “Transferor” under the Pooling and Servicing
Agreement (i) to make any payment or deposit required to be made by it by the
terms of the Pooling and Servicing Agreement, the Collateral Series Supplement,
the Transfer and Servicing Agreement, the Indenture or this Indenture
Supplement on or before the date occurring five (5) Business Days after the
date such payment or deposit is required to be made therein or herein or (ii)
duly to observe or perform in any material respect any other of its covenants
or agreements set forth in the Transfer and Servicing Agreement, the Pooling
and Servicing Agreement, the Indenture or this Indenture Supplement, which
failure has a material adverse effect on the Series 2004-A Noteholders and
which continues unremedied for a period of sixty (60) days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Indenture Trustee, or to the Transferor
and the Indenture Trustee by any Holder of the Series 2004-A Notes;


 


(b)           any
representation or warranty made by Transferor or the “Transferor” under the
Pooling and Servicing Agreement, in the Transfer and Servicing Agreement or the
Pooling and Servicing Agreement or any information contained in a computer file
or microfiche list required to be delivered by it pursuant to Section 2.1 or subsection
2.6(c) of the Transfer and Servicing Agreement or Section 2.1 or subsection
2.6(c) of the Pooling and Servicing Agreement shall prove to have
been incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of sixty (60)
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Holder of the
Series 2004-A Notes and as a result of which the interests of the Series 2004-A
Noteholders are materially and adversely affected for such period; provided, however, that a Series
2004-A Early Amortization Event pursuant to this subsection
6.1(b) shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the
provisions of the Transfer and Servicing Agreement or the Pooling and Servicing
Agreement;


 


(c)           a
failure by Transferor or the “Transferor” under the Pooling and Servicing
Agreement to convey Receivables in Additional Accounts or Participations to the
Receivables Trust within five (5) Business Days after the day on which it is
required to convey such Receivables pursuant to subsection
2.6(b) of the Transfer and Servicing Agreement or subsection 2.8(b) of the Pooling and Servicing
Agreement, respectively, provided that such failure shall not give rise
to an Early Amortization Event if, prior to the date on which such conveyance
was required to be completed, Transferor causes a reduction in the invested
amount of any Variable Interest to occur, so that, after giving effect to that
reduction (i) the Transferor Amount is not less than the Minimum Transferor
Amount (including the Additional Minimum Transferor Amount, if any) and (ii)
the sum of the aggregate amount of Principal Receivables plus amounts on
deposit in the Excess Funding Account is not less than the Required Principal
Balance;


 


39

















 


(d)           any
Servicer Default or any “Servicer Default” under the Pooling and Servicing
Agreement shall occur;


 


(e)           the
Portfolio Yield averaged over three consecutive Monthly Periods is less than
the Base Rate averaged over such period;


 


(f)            the
Class A Note Principal Balance or the Class B Note Principal Balance shall not
be paid in full on the Class A/B Expected Principal Payment Date or the Class C
Note Principal Balance shall not be paid in full on the Class C Expected
Principal Payment Date, respectively;


 


(g)           the
Class A Counterparty, the Class B Counterparty or the Class C Counterparty
shall fail to pay any net amount payable by such Counterparty under the Class A
Swap, Class B Swap or the Class C Swap, as applicable, as a result of LIBOR
being greater than the Class A Swap Rate, Class B Swap Rate or the Class C Swap
Rate, as applicable, and such failure is not cured within five Business Days;


 


(h)           the
Class A Swap shall terminate prior to the earlier of the payment in full of the
Class A Notes and the Series Termination Date and the Issuer shall fail to
enter into a replacement Class A Swap in accordance with subsection 4.17(b);
the Class B Swap shall terminate prior to the earlier of the payment in full of
the Class B Notes and the Series Termination Date and the Issuer shall fail to
enter into a replacement Class B Swap in accordance with subsection 4.17(b);
or the Class C Swap shall terminate prior to the earlier of the payment in full
of the Class C Notes and the Series Termination Date and the Issuer shall fail
to enter into a replacement Class C Swap in accordance with subsection
4.17(b);


 


(i)            without
limiting the foregoing, the occurrence of an Event of Default with respect to
Series 2004-A and acceleration of the maturity of the Series 2004-A Notes
pursuant to Section 5.3 of the
Indenture; or


 


(j)            the
occurrence of an Early Amortization Event as defined in the Pooling and
Servicing Agreement and specified in Section 9.1
of that Agreement;


 


then, in the case of any
event described in subsection (a), (b) or (d),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Indenture Trustee or the holders of Series 2004-A Notes evidencing
more than 50% of the aggregate unpaid principal amount of Series 2004-A Notes
by notice then given in writing to the Transferor and the Servicer (and to the
Indenture Trustee if given by the Series 2004-A Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series 2004-A (a “Series
2004-A Early Amortization Event”) has occurred as of the date of such
notice, and, in the case of any event described in subsection
(c), (e), (f), (g),
(h), (i) or
(j) a Series 2004-A Early Amortization Event
shall occur without any notice or other action on the part of the Indenture
Trustee or the Series 2004-A Noteholders immediately upon the occurrence of
such event.


 


40

















 


ARTICLE VII.



Redemption of Series 2004-A Notes; Final Distributions; Series Termination


 


Section 7.1             Optional Redemption of Series
2004-A Notes; Final Distributions.


 


(a)           On
any day occurring on or after the date on which the outstanding principal
balance of the Series 2004-A Notes is reduced to 5% or less of the initial
outstanding principal balance of Series 2004-A Notes, the Servicer shall have
the option to redeem the Series 2004-A Notes, at a purchase price equal to (i)
if such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.


 


(b)           Servicer
shall give the Indenture Trustee at least thirty (30) days prior written notice
of the date on which Servicer intends to exercise such optional
redemption.  Not later than 12:00 noon,
New York City time, on such day Servicer shall deposit into the Collection
Account in immediately available funds the excess of the Reassignment Amount
over the amount, if any, on deposit in the Principal Accumulation Account.  Such redemption option is subject to payment
in full of the Reassignment Amount. 
Following such deposit into the Collection Account in accordance with
the foregoing, the Collateral Amount for Series 2004-A shall be reduced to zero
and the Series 2004-A Noteholders shall have no further security interest in
the Receivables.  The Reassignment
Amount shall be distributed as set forth in subsection
7.1(d).


 


(c)           (i)  The amount to be paid by the Transferor with
respect to Series 2004-A in connection with a reassignment of Receivables to
the Transferor pursuant to Section 2.4(e)
of the Transfer and Servicing Agreement shall equal the Reassignment Amount for
the first Distribution Date following the Monthly Period in which the
reassignment obligation arises under the Transfer and Servicing Agreement.


 


(ii)           The amount to be paid by the
Transferor with respect to Series 2004-A in connection with a repurchase of the
Notes pursuant to Section 7.1 of the
Transfer and Servicing Agreement shall equal the Reassignment Amount for the
Distribution Date of such repurchase.


 


(d)           With
respect to (a) the Reassignment Amount deposited into the Distribution Account
pursuant to Section 7.1 or (b) the
proceeds of any sale of Receivables pursuant to Section
5.5(a)(iii) of the Indenture with respect to Series 2004-A, the
Indenture Trustee shall, in accordance with the written direction of the
Servicer, not later than 12:00 noon, New York City time, on the related
Distribution Date, make distributions of the following amounts (in the priority
set forth below and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such date) in immediately available
funds:  (i) (x) the Class A Note
Principal Balance on such Distribution Date will be distributed to the Class A
Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest
for such Distribution Date, (B) any Class A Deficiency Amount for such
Distribution Date and (C) the amount of Class A Additional Interest, if any,
for such Distribution Date and any Class A Additional Interest previously due
but not distributed to the Class A Noteholders on any prior Distribution Date,
will be distributed to the Class A Noteholders, (ii) (x) the Class B Note
Principal Balance on such


 


41

















 


Distribution Date will be distributed to the Class B
Noteholders and (y) an amount equal to the sum of (A) Class B Monthly Interest
for such Distribution Date, (B) any Class B Deficiency Amount for such
Distribution Date and (C) the amount of Class B Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest previously due
but not distributed to the Class B Noteholders on any prior Distribution Date,
will be distributed to the Class B Noteholders, (iii)  (x) the Class C
Note Principal Balance on such Distribution Date will be distributed to the
Class C Noteholders and (y) an amount equal to the sum of (A) Class C Monthly
Interest for such Distribution Date, (B) any Class C Deficiency Amount for such
Distribution Date and (C) the amount of Class C Additional Interest, if any,
for such Distribution Date and any Class C Additional Interest previously due
but not distributed to the Class C Noteholders on any prior Distribution Date
will be distributed to the Class C Noteholders and (iv) on a pari passu basis,
(A) any amounts owed to the Counterparty under the Class A Swap will be paid to
the Class A Counterparty and (B) any amounts owed to the Class B Counterparty
under the Class B Swap will be paid to the Class B Counterparty and (v) any
excess shall be released to the Issuer.


 


Section 7.2             Series Termination.


 


On the Series 2004-A Final Maturity Date, the unpaid
principal amount of the Series 2004-A Notes shall be due and payable, and the
right of the Series 2004-A Noteholders to receive payments from the Issuer will
be limited solely to the right to receive payments pursuant to Section 5.5 of the Indenture.


 


ARTICLE VIII.


 


Miscellaneous Provisions


 


Section 8.1             Ratification of Indenture; Amendments.  As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Indenture Supplement shall be read, taken
and construed as one and the same instrument. 
This Indenture Supplement may be amended only by a Supplemental Indenture
entered in accordance with the terms of Section 10.1
or 10.2 of the Indenture and with the
written consent of the Class A Counterparty, the Class B Counterparty and the
Class C Counterparty prior to the date on which such Supplemental Indenture
takes effect if any provision of such Supplemental Indenture materially and
adversely affects the timing, amount or priority of distributions to be made to
the Class A Counterparty, the Class B Counterparty and the Class C
Counterparty, respectively.  For
purposes of the application of Section 10.2
to any amendment of this Indenture Supplement, the Series 2004-A Noteholders
shall be the only Noteholders whose vote shall be required.


 


Section 8.2             Form of Delivery of the
Series 2004-A Notes.  The
Class A Notes, the Class B Notes and the Class C Notes shall be Book-Entry
Notes and shall be delivered as Registered Notes as provided in Sections 2.1 and 2.13
of the Indenture.


 


Section 8.3             Counterparts. 
This Indenture Supplement may be executed in two or more counterparts,
and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.


 


42

















 


Section 8.4             GOVERNING LAW. 
THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section 8.5             Limitation of Liability.  Notwithstanding any other provision herein
or elsewhere, this Agreement has been executed and delivered by Chase Manhattan
Bank USA, National Association, not in its individual capacity, but solely in
its capacity as Owner Trustee of the Trust, in no event shall Chase Manhattan
Bank USA, National Association in its individual capacity have any liability in
respect of the representations, warranties, or obligations of the Trust
hereunder or under any other document, as to all of which recourse shall be had
solely to the assets of the Trust, and for all purposes of this Agreement and
each other document, the Owner Trustee (as such or in its individual capacity)
shall be subject to, and entitled to the benefits of, the terms and provisions
of the Trust Agreement.


 


Section 8.6             Rights of the Indenture Trustee.  The Indenture Trustee shall have herein the
same rights, protections, indemnities and immunities as specified in the Master
Indenture.


 


Section 8.7             Additional Provisions.  The Additional Minimum Transferor Amount is hereby specified as
an additional amount to be considered part of the Minimum Transferor Amount
pursuant to clause (b) of the
definition of Minimum Transferor Amount.


 


Section 8.8             Additional Requirements for Registration of and
Limitations on Transfer and Exchange of Notes.  All transfers will be subject to the transfer restrictions set
forth on the Notes.


 


[SIGNATURE PAGE FOLLOWS]


 


43

















 


IN WITNESS WHEREOF, the
undersigned have caused this Indenture Supplement to be duly executed and
delivered by their respective duly authorized officers on the day and year
first above written.


 


	
   

  	
  WORLD FINANCIAL NETWORK CREDIT

  CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY, as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David H. Hill

  	
   

  
	
   

  	
   

  	
  Name: David H. Hill

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  



 


Acknowledged and Accepted:


 


	
  WORLD FINANCIAL NETWORK NATIONAL BANK,

  as Servicer

  
	
   

  
	
   

  
	
  By:

  	
    /s/ Robert P.
  Armiak

  	
   

  
	
   

  	
  Name: Robert P. Armiak

  
	
   

  	
  Title: Senior Vice President and Treasurer

  
	
   

  
	
   

  
	
  WFN CREDIT COMPANY, LLC

  as Transferor

  
	
   

  
	
   

  
	
  By:

  	
    /s/ Robert P.
  Armiak

  	
   

  
	
   

  	
  Name: Robert P. Armiak

  
	
   

  	
  Title: Senior Vice President and Treasurer

  



 


S-1

















 


EXHIBIT A-1


 


 


FORM OF CLASS A SERIES 2004-A FLOATING RATE ASSET
BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THE HOLDER OF THIS NOTE
BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON
LAW TRUST ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE
ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST WFNMT, THE TRANSFEROR OR THE ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.


 


THE HOLDER OF THIS CLASS
A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR
APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR
PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS CLASS
A NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT
ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED
IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A
GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
(EACH SUCH ENTITY A “BENEFIT PLAN”); OR (II) THE ACQUISITION AND HOLDING OF THE
CLASS A NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER


 


1

















 


SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR,
IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).


 


2

















 


	
  REGISTERED

  	
   

  	
  $390,000,000

  
	
  No. R-1

  	
   

  	
  CUSIP NO. [ ]

  



 


WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-A


 


CLASS A SERIES 2004-A FLOATING RATE ASSET BACKED NOTE


 


World Financial Network
Credit Card Master Note Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by an Amended and Restated Trust
Agreement dated as of August 1, 2001, for value received, hereby promises to
pay to Cede & Co., or registered assigns, subject to the following
provisions, the principal sum of THREE HUNDRED NINETY MILLION DOLLARS, or
such greater or lesser amount as determined in accordance with the Indenture,
on the March 2013 Distribution Date, except as otherwise provided below or in
the Indenture.  The Issuer will pay
interest on the unpaid principal amount of this Note at the Class A Note
Interest Rate on each Distribution Date until the principal amount of this Note
is paid in full.  Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date.  Interest will be computed on the basis of a 360-day year and the
actual number of days elapsed.  Principal
of this Note shall be paid in the manner specified in the Indenture Supplement
referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Indenture
Trustee, by manual signature, this Note shall not be entitled to any benefit
under the Indenture or the Indenture Supplement referred to on the reverse
hereof, or be valid for any purpose.


 


3

















 


IN WITNESS WHEREOF, the Issuer has caused this Class A
Note to be duly executed.


 


	
   

  	
  WORLD FINANCIAL NETWORK
  CREDIT

  CARD MASTER NOTE TRUST,

  as Issuer

  
	
   

  	
  By:    Chase
  Manhattan Bank USA, National

  Association, not in its individual capacity but solely

  as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated: May 19, 2004

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A Notes described in the
within-mentioned Indenture.


 


	
   

  	
  BNY MIDWEST TRUST
  COMPANY, as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
  Dated:

  	
   

  	
   

  
						



 


5

















 


WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-A


 


CLASS A SERIES 2004-A FLOATING RATE ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class A Note
is one of a duly authorized issue of Notes of the Issuer, designated as World
Financial Network Credit Card Master Note Trust, Series 2004-A (the “SERIES
2004-A NOTES”), issued under a Master Indenture dated as of August 1, 2001 (the
“MASTER INDENTURE”), between the Issuer and BNY Midwest Trust Company, as
indenture trustee (the “INDENTURE TRUSTEE”), as supplemented by the Indenture
Supplement dated as of May 19, 2004 (the “INDENTURE SUPPLEMENT”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.


 


The Class B Notes and the
Class C Notes will also be issued under the Indenture.


 


The Noteholder, by its
acceptance of this Note, agrees that it will look solely to the property of the
Issuer allocated to the payment of this Note for payment hereunder and that
neither the Owner Trustee nor the Indenture Trustee is liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
in the case of the Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for
the interests, rights and limitations of rights, benefits, obligations and
duties evidenced thereby, and the rights, duties and immunities of the
Indenture Trustee.


 


THIS CLASS A NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


The Issuer, the
Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class A Note
is registered as the owner hereof for all purposes, and neither the Issuer, the
Transferor, the Indenture Trustee nor any agent of the Issuer, the Transferor
or the Indenture Trustee shall be affected by notice to the contrary.


 


THIS CLASS A NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE


 


6

















 


PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.


 


7

















 


ASSIGNMENT


 


Social Security or other identifying number of assignee
                                 



 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
  Signature Guaranteed:

  



 












**           The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.


 


8

















 


EXHIBIT A-2


 


 


FORM OF CLASS B SERIES 2004-A FLOATING RATE ASSET
BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THE HOLDER OF THIS NOTE
BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON
LAW TRUST ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE
ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST WFNMT, THE TRANSFEROR OR THE ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.


 


THE HOLDER OF THIS CLASS
B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR
APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR
PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS CLASS
B NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT
ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED
IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A
GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
(EACH SUCH ENTITY A “BENEFIT PLAN”); OR (II) THE ACQUISITION AND HOLDING OF THE
CLASS B NOTE


 


1

















 


WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE
CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).


 


2

















 


	
  REGISTERED

  	
   

  	
  $42,500,000

  
	
  No. R-1

  	
   

  	
  CUSIP NO. [
  ]

  



 


WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-A


 


CLASS B SERIES 2004-A FLOATING RATE ASSET BACKED NOTE


 


World Financial Network
Credit Card Master Note Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by an Amended and Restated Trust
Agreement dated as of August 1, 2001, for value received, hereby promises to
pay to Cede & Co., or registered assigns, subject to the following
provisions, the principal sum of FORTY-TWO MILLION FIVE HUNDRED THOUSAND
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Distribution Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class B
Note Interest Rate on each Distribution Date until the principal amount of this
Note is paid in full.  Interest on this
Note will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date.  Interest will be computed on the basis of a 360-day year and the
actual number of days elapsed. 
Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Indenture
Trustee, by manual signature, this Note shall not be entitled to any benefit
under the Indenture or the Indenture Supplement referred to on the reverse
hereof, or be valid for any purpose.


 


THIS CLASS B NOTE IS
SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO
THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


3

















 


IN WITNESS WHEREOF, the Issuer has caused this Class B
Note to be duly executed.


 


	
   

  	
  WORLD FINANCIAL NETWORK
  CREDIT

  CARD MASTER NOTE TRUST,

  as Issuer

  
	
   

  	
  By:    Chase
  Manhattan Bank USA, National

  Association, not in its individual capacity but solely

  as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: May 19, 2004

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class B Notes described in the
within-mentioned Indenture.


 


	
   

  	
  BNY MIDWEST TRUST
  COMPANY,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
  Dated:

  	
   

  	
   

  
						



 


5



















WORLD FINANCIAL NETWORK
CREDIT CARD

MASTER NOTE TRUST SERIES 2004-A


 


CLASS B SERIES 2004-A FLOATING RATE ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class B Note is one
of a duly authorized issue of Notes of the Issuer, designated as World Financial
Network Credit Card Master Note Trust, Series 2004-A (the “Series 2004-A
Notes”), issued under a Master Indenture dated as of August 1, 2001 (the
“Master Indenture”), between the Issuer and BNY Midwest Trust Company, as
indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture
Supplement dated as of May 19, 2004 (the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.


 


The Class A Notes and the
Class C Notes will also be issued under the Indenture.


 


Payments of principal and
interest on the Class B Notes are subordinated to payments of principal and
interest on the Class A Notes pursuant to and in accordance with the Indenture
and the Indenture Supplement.


 


The Noteholder, by its
acceptance of this Note, agrees that it will look solely to the property of the
Issuer allocated to the payment of this Note for payment hereunder and that
neither the Owner Trustee nor the Indenture Trustee is liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
in the case of the Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for
the interests, rights and limitations of rights, benefits, obligations and
duties evidenced thereby, and the rights, duties and immunities of the
Indenture Trustee.


 


THIS CLASS B NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


The Issuer, the
Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class B Note
is registered as the owner hereof for all purposes, and neither the Issuer, the
Transferor, the Indenture Trustee nor any agent of the Issuer, the Transferor
or the Indenture Trustee shall be affected by notice to the contrary.


 


6

















 


THIS CLASS B NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


7

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee                                .


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
  Signature Guaranteed:

  



 












**           The
signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatsoever.


 


8

















 


EXHIBIT A-3


 


 


FORM OF CLASS C SERIES 2004-A FLOATING RATE ASSET
BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THE HOLDER OF THIS NOTE
BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE
AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON LAW TRUST
ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE ISSUER,
OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION
IN INSTITUTING AGAINST WFNMT, THE TRANSFEROR OR THE ISSUER, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY
OF THE TRANSACTION DOCUMENTS.


 


THE HOLDER OF THIS CLASS
C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS OF THE ISSUER FOR
APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR
PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS CLASS
C NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT
ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED
IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A
GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH
SUCH ENTITY A “BENEFIT PLAN”); OR (II) THE ACQUISITION AND HOLDING OF THE CLASS
C NOTE


 


1

















 


WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE
CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).


 


2

















 


	
  REGISTERED

  	
   

  	
  $67,500,000

  
	
  No. R- 1

  	
   

  	
  CUSIP NO. [ ]

  



 


WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-A


 


CLASS C SERIES 2004-A FLOATING RATE ASSET BACKED NOTE


 


World Financial Network
Credit Card Master Note Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by an Amended and Restated Trust
Agreement dated as of August 1, 2001, for value received, hereby promises to
pay to Cede & Co., or registered assigns, subject to the following
provisions, the principal sum of SIXTY-SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS, or such greater or lesser amount as determined
in accordance with the Indenture, on the March 2013 Distribution Date, except
as otherwise provided below or in the Indenture.  The Issuer will pay interest on the unpaid principal amount of
this Note at the Class C Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. 
Interest on this Note will accrue for each Distribution Date from and
including the most recent Distribution Date on which interest has been paid to
but excluding such Distribution Date or, for the initial Distribution Date,
from and including the Closing Date to but excluding such Distribution
Date.  Interest will be computed on the
basis of a 360-day year and the actual number of days elapsed.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Indenture
Trustee, by manual signature, this Note shall not be entitled to any benefit
under the Indenture or the Indenture Supplement referred to on the reverse
hereof, or be valid for any purpose.


 


THIS CLASS C NOTE IS
SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A AND CLASS
B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


3

















 


IN WITNESS WHEREOF, the Issuer has caused this Class C
Note to be duly executed.


 


	
   

  	
  WORLD FINANCIAL NETWORK
  CREDIT

  CARD MASTER NOTE TRUST,

  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:    Chase
  Manhattan Bank USA, National

  Association, not in its individual capacity but solely

  as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated: May 19, 2004

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class C Notes described in the within-mentioned
Indenture.


 


	
   

  	
  BNY MIDWEST TRUST
  COMPANY,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
  Dated:

  	
   

  	
   

  
						



 


5

















 


WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-A


 


CLASS C SERIES 2004-A FLOATING RATE ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class C Note is one
of a duly authorized issue of Notes of the Issuer, designated as World
Financial Network Credit Card Master Note Trust, Series 2004-A (the “SERIES
2004-A NOTES”), issued under a Master Indenture dated as of August 1, 2001 (the
“MASTER INDENTURE”), between the Issuer and BNY Midwest Trust Company, as
indenture trustee (the “INDENTURE TRUSTEE”), as supplemented by the Indenture
Supplement dated as of May 19, 2004 (the “INDENTURE SUPPLEMENT”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.


 


The Class A Notes and the
Class B Notes will also be issued under the Indenture.


 


Payments of principal and
interest on the Class C Notes are subordinated to payments of principal and
interest on the Class A Notes and the Class B Notes pursuant to and in
accordance with the Indenture and the Indenture Supplement.


 


The Noteholder, by its
acceptance of this Note, agrees that it will look solely to the property of the
Issuer allocated to the payment of this Note for payment hereunder and that
neither the Owner Trustee nor the Indenture Trustee is liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
in the case of the Indenture Trustee as expressly provided in the Indenture, subject
to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for
the interests, rights and limitations of rights, benefits, obligations and
duties evidenced thereby, and the rights, duties and immunities of the
Indenture Trustee.


 


THIS CLASS C NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY LLC, OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


The Issuer, the
Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class C Note
is registered as the owner hereof for all purposes, and neither the Issuer, the
Transferor, the Indenture Trustee nor any agent of the Issuer, the Transferor
or the Indenture Trustee shall be affected by notice to the contrary.


 


6

















 


THIS CLASS C NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


7

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee                              


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
  Signature Guaranteed:

  



 












**           The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of the
within Note in every particular, without alteration, enlargement or any change
whatsoever.


 


8

















 


EXHIBIT B


 


FORM OF MONTHLY PAYMENT INSTRUCTIONS AND

NOTIFICATION TO INDENTURE TRUSTEE


 


WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST

SERIES 2004-A


 


The undersigned, a duly
authorized representative of World Financial Network National Bank (“WFN”),
as Servicer pursuant to the Transfer and Servicing Agreement, dated as of
August 1, 2001 (the “Transfer and Servicing Agreement”) between WFN, as
Servicer, WFN Credit Company, LLC, as transferor (the “Transferor”) and
World Financial Network Credit Card Master Note Trust, as issuer (the “Issuer”),
does hereby certify as follows:


 


A.            Capitalized terms used in this certificate have their
respective meanings set forth in the Master Indenture dated as of August 1,
2001 (the “Indenture”) between the
Issuer and BNY Midwest Trust Company, as indenture trustee (the “Indenture Trustee”) as supplemented by the
2004-A Indenture Supplement dated as of May 19, 2004 between the
Issuer and Indenture Trustee (as amended and supplemented, the “Indenture Supplement”).


 


B.            WFN is the Servicer.


 


C.            The undersigned is an Authorized Officer of the Servicer.


 


I.              INSTRUCTION TO MAKE A WITHDRAWAL


 


Pursuant to Section 4.4, the Servicer does hereby
instruct the Indenture Trustee (i) to make a withdrawal from the Distribution
Account (or other Series Account as specified below) on
                   ,
200  , which date is a Distribution Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Finance Charge
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.4(a):


 


	
  A.

  	
  Pursuant to Subsection
  4.4(a)(i):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class A Monthly Interest for the preceding Interest
  Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Monthly Interest previously due but not distributed
  to Class A Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additional Interest previously due but not
  distributed to Class A Noteholders

  	
   

  	
  $

  	
   

  



 


1

















 


	
   

  	
  Class A Net Swap Payment

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Pursuant to Subsection
  4.4(a)(ii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class B Monthly Interest for the preceding Interest
  Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Monthly Interest previously due but not distributed
  to Class B Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additional Interest previously due but not
  distributed to Class B Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class B Net Swap Payment

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Pursuant to Subsection
  4.4(a)(iii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Noteholder Servicing Fee for such Distribution Date,
  plus the amount of any
  Noteholder Servicing Fee previously due but not distributed to the Servicer
  on a prior Distribution Date

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
  Pursuant to Subsection
  4.4(a)(iv):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class C Monthly Interest for the preceding Interest
  Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Monthly Interest previously due but not distributed
  to Class C Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additional Interest previously due but not
  distributed to Class C Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class C Net Swap Payment

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
  Pursuant to Subsection
  4.4(a)(v) from the Principal Account:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Investor Default Amount to be treated as Available
  Principal Collections

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Investor Uncovered Dilution Amount for such
  Distribution Date to be treated as Available Principal Collections

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
  Pursuant to Subsection
  4.4(a)(vi):

  	
   

  	
   

  



 


2

















 


	
   

  	
  Investor Charge Offs and the amount of Reallocated
  Principal Collections not previously reimbursed to be treated as Available
  Principal Collections

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
  Pursuant to Subsection
  4.4(a)(vii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Amount to be deposited into the Cash Collateral
  Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
  Pursuant to Subsection
  4.4(a)(viii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Amount to be deposited into the Reserve Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
  Pursuant to Subsection
  4.4(a)(ix):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Amount to be deposited in the Spread Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  J.

  	
  Pursuant to Subsection
  4.4(a)(x):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Early termination payments or other additional
  payments owed to be paid to the Class A Counterparty

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Early termination payments or other additional
  payments owed to be paid to the Class B Counterparty

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Early termination payments or other additional
  payments owed to be paid to the Class C Counterparty

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  K.

  	
  Pursuant to Subsection
  4.4(a)(xi):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additional amounts designated by the Transferor to
  the Servicer and the Indenture Trustee to be paid from Available Finance
  Charge Collections

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  L.

  	
  Pursuant to Subsection
  4.4(a)(xii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The balance will constitute Excess Finance Charge
  Collections for such Distribution Date

  	
   

  	
  $

  	
   

  



 


Pursuant to Section 4.4(b) and (c), the Servicer does
hereby instruct the Indenture Trustee (i) to make a withdrawal from the
Distribution Account (or other Series Account specified below) on
                     ,
200  , which date is a Distribution Date under the Indenture


 


3

















 


Supplement, in an aggregate amount (equal to the
Available Principal Collections) as set forth below in respect of the following
amounts and (ii) to apply the proceeds of such withdrawal in accordance with Section 4.4(b) and (c):


 


	
  A.

  	
  Pursuant to Subsection
  4.4(b):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  During the Revolving Period, amount equal to the
  Available Principal Collections to be treated as Shared Principal Collections
  and applied in accordance with Section 8.5
  of the Indenture

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Pursuant to Subsection
  4.4(c)(i):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  During the Controlled Accumulation Period, Monthly
  Principal for such Distribution Date to be deposited into the Principal
  Accumulation Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Pursuant to Subsection
  4.4(c)(ii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  During the Early Amortization Period, Monthly
  Principal for such Distribution Date for payment to the Class A Noteholders
  on such Distribution Date until the Class A Note Principal Balance has been
  paid in full

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
  Pursuant to Subsection
  4.4(c)(iii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  During the Early Amortization Period, after giving
  effect to Clause (C) above, if any remaining Monthly Principal, to the Class
  B Noteholders on such Distribution Date until the Class B Note Principal
  Balance has been paid in full

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
  Pursuant to Subsection
  4.4(c)(iv):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  During the Early Amortization Period, after giving
  effect to Clause (D) above, if any remaining Monthly Principal, to the Class
  C Noteholders, on such Distribution Date until the Class C Note Principal
  Balance has been paid in full

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
  Pursuant to Subsection
  4.4(c)(v):

  	
   

  	
   

  



 


4

















 


	
   

  	
  Amount, if any, remaining after giving effect to
  Clauses (B) through (E) above, to be treated as Shared Principal Collections

  	
   

  	
  $

  	
   

  



 


Pursuant to Section 4.6, the Servicer does hereby
instruct the Indenture Trustee (i) to make a withdrawal from the Distribution
Account on
                     ,
200  , which date is a Distribution Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.6:


 


	
   

  	
  Reallocated Principal Collections to fund any
  deficiency pursuant to and in the priority set forth subsections 4.4(a)(i),
  (ii), (iii) and (iv)(B) of the Indenture Supplement

  	
   

  	
  $

  	
   

  



 


Pursuant to Section 4.9, the Servicer does hereby
instruct the Indenture Trustee to transfer from the Principal Accumulation
Account to the Collection Account, the Principal Accumulation Investment
Proceeds on deposit in the Principal Accumulation Account for application as
Available Finance Charge Collections in the following amount.


 


	
   

  	
   

  	
   

  	
  $

  	
   

  



 


Pursuant to Section 4.10, the Servicer does hereby
instruct the Indenture Trustee to withdraw from the Reserve Account an amount
equal to any Reserve Account Surplus to be deposited into the Spread Account in
accordance with Section 4.10(e), in the
following amount.


 


	
   

  	
   

  	
   

  	
  $

  	
   

  



 


Pursuant to Section 4.12, the Servicer
does hereby instruct the Indenture Trustee to withdraw from the Spread Account
an amount equal to a deficiency in Class C Monthly Interest and Class C Net
Swap Payments up to the Available Spread Account Amount, in the following
amount.


 


	
   

  	
   

  	
   

  	
  $

  	
   

  



 


 


II.            INSTRUCTIONS TO MAKE CERTAIN
PAYMENTS


 


Pursuant to Section 5.2, the Servicer does hereby
instruct the Indenture Trustee or the Paying Agent as the case may be, to pay
in accordance with Section 5.2 from the
Collection Account or the Principal Accumulation Account, as applicable, on
                         ,
which date is a Distribution Date under the Indenture Supplement, the following
amounts:


 


	
  A.

  	
  Pursuant to Subsection
  5.2(a):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  Class A Noteholder’s pro rata share of the amounts
  on deposit in the Distribution 

  	
   

  	
   

  



 


5

















 


	
   

  	
  Account that are allocated and available on such
  Distribution Date to pay interest on the Class A Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
  Class A Noteholder’s pro rata share of the amounts
  on deposit in the Distribution Account that are allocated and available on
  such Distribution Date to pay principal of the Class A Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Pursuant to Subsection
  5.2(b):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  Class B Noteholder’s pro rata share of the amounts
  on deposit in the Distribution Account that are allocated and available on
  such Distribution Date to pay interest on the Class B Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
  Class B Noteholder’s pro rata share of the amounts
  on deposit in the Distribution Account that are allocated and available on
  such Distribution Date to pay principal of the Class B Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Pursuant to Subsection
  5.2(c):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  Class C Noteholder’s pro rata share of the amounts
  on deposit in the Distribution Account that are allocated and available on
  such Distribution Date to pay interest of the Class C Notes pursuant to the
  Indenture Supplement, including amounts withdrawn from the Spread Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
  Class C Noteholder’s pro rata share of the amounts
  on deposit in the Distribution Account that are allocated and available on
  such Distribution Date to pay principal on the Class C Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  



 


6

















 


IN WITNESS WHEREOF, the
undersigned has duly executed this certificate this
                
day of                      ,
200  .


 


	
   

  	
  WORLD FINANCIAL NETWORK
  NATIONAL

  BANK, as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT C


 


FORM OF MONTHLY NOTEHOLDERS’ STATEMENT


 


WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST

SERIES 2004-A


 


Pursuant to the Master
Indenture, dated as of August 1, 2001, (as amended and supplemented, the “Indenture”) between World Financial Network
Credit Card Master Note Trust (the “Issuer”)
and BNY Midwest Trust Company, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Series 2004-A Indenture Supplement (the “Indenture
Supplement”), dated as of May 19, 2004, between the Issuer and the
Indenture Trustee, World Financial Network National Bank, as Servicer (the “Servicer”) under the Transfer and Servicing
Agreement, dated as of August 1, 2002 (the “Transfer
and Servicing Agreement”) between the Servicer, WFN Credit Company,
as LLC, as Transferor and the Issuer is required to prepare certain information
each month regarding current distributions to the Series 2004-A Noteholders and
the performance of the Trust during the previous month.  The information required to be prepared with
respect to the Distribution Date of
                        ,
and with respect to the performance of the Trust during the month of
                  
is set forth below.  Capitalized terms
used herein are defined in the Indenture and the Indenture Supplement.


 


A.            Information regarding distributions in respect of the
Notes


 


	
  1..

  	
  The total amount of the distribution in respect of
  Class A Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  The amount of the distribution set forth in
  paragraph 1 above in respect of principal of the Class A Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  The amount of the distribution set forth in
  paragraph 1 above in respect of interest on the Class A Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  The total amount of the distribution in respect of
  Class B Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  The amount of the distribution set forth in
  paragraph 4 above in respect of principal of the Class B Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  The amount of the distribution set forth in
  paragraph 4 above in respect of interest on the Class B Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  The total amount of the distribution in respect of
  Class C Notes

  	
   

  	
  $

  	
   

  



 


1

















 


	
  8.

  	
  The amount of the distribution set forth in
  paragraph 7 above in respect of principal of the Class C Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  The amount of the distribution set forth in
  paragraph 7 above in respect of interest on the Class C Notes

  	
   

  	
  $

  	
   

  



 


	
  RECEIVABLES -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Beginning of the Month Principal Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Beginning of the Month Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Beginning of the Month Discount Option Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Beginning of the Month Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Removed Principal Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Removed Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Removed Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Principal Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Discount Option Receivables Generated this Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Net Recoveries for month of
                 
  200  

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  End of the Month Principal Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  End of the Month Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  End of the Month Discount Option Receivables:

  	
   

  	
  $

  	
   

  



 


2

















 


	
  End of the Month Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Excess Funding Account Balance:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Aggregate Principal Balance:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Minimum Aggregate Principal Balance:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  End of the Month Transferor Amount:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Minimum Transferor Amount:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  DELINQUENCIES AND LOSSES -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  End of the Month Delinquencies:

  	
   

  	
  RECEIVABLES

  
	
   

  	
   

  	
   

  
	
  30-59 Days
  Delinquent

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  60-89 Days
  Delinquent

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  90+ Days
  Delinquent

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Total 30+ Days
  Delinquent

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Defaulted Receivables During the Month

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTE PRINCIPAL BALANCES -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A Note
  Principal Balance

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Class B Note
  Principal Balance

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Class C Note
  Principal Balance

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  SERIES 2004-A

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ALLOCATION
  PERCENTAGE

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  AVAILABLE
  FINANCE CHARGE COLLECTIONS

  	
   

  	
  $

  	
   

  
					



 


3

















 


	
  INVESTOR DEFAULT
  AMOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR
  UNCOVERED DILUTION AMOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTEHOLDER
  SERVICING FEES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  AVAILABLE
  PRINCIPAL COLLECTIONS

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  EXCESS FINANCE
  CHARGE COLLECTIONS

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  SHARED PRINCIPAL
  COLLECTIONS

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  CASH COLLATERAL
  ACCOUNT BALANCE

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  RESERVE ACCOUNT
  BALANCE

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  SPREAD ACCOUNT
  BALANCE

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  APPLICATION OF COLLECTIONS -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLASS A MONTHLY
  INTEREST

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  CLASS A NET SWAP
  PAYMENT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  CLASS B MONTHLY
  INTEREST

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  CLASS B NET SWAP
  PAYMENT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  CLASS C MONTHLY
  INTEREST

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  CLASS C NET SWAP
  PAYMENT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR DEFAULT
  AMOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR
  UNCOVERED DILUTION AMOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR
  CHARGEOFFS AND REALLOCATED PRINCIPAL COLLECTIONS NOT PREVIOUSLY REIMBURSED

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  AMOUNTS TO BE
  DEPOSITED IN THE CASH COLLATERAL ACCOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  AMOUNTS TO BE
  DEPOSITED IN THE RESERVE ACCOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  AMOUNTS TO BE
  DEPOSITED

  	
   

  	
   

  	
   

  



 


4

















 


	
  IN THE SPREAD ACCOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  EXCESS FINANCE CHARGES COLLECTIONS
  -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TOTAL EXCESS FINANCE CHARGE COLLECTIONS

  FOR ALL ALLOCATION SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  SHARED PRINCIPAL COLLECTIONS -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TOTAL SHARED PRINCIPAL COLLECTIONS

  FOR ALL ALLOCATIONS SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  YIELD AND BASE RATE -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Base Rate
  (Current Month)

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Base Rate (Prior
  Month)

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Base Rate (Two
  Months Ago)

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THREE MONTH AVERAGE BASE RATE

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  Portfolio Yield
  (Current Month)

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Portfolio Yield
  (Prior Month)

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Portfolio Yield
  (Two Months Ago)

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THREE MONTH AVERAGE PORTFOLIO YIELD

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL COLLECTIONS -

  	
   

  	
   

  
									



 


5

















 


	
  MONTHLY PRINCIPAL

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL ACCUMULATION ACCOUNT BALANCE

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  SERIES 2004-A PRINCIPAL SHORTFALL

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  SHARED PRINCIPAL
  COLLECTIONS ALLOCABLE

  FROM OTHER PRINCIPAL SHARING SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR CHARGE OFFS AND REDUCTIONS
  -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR CHARGE OFFS

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  REALLOCATED PRINCIPAL COLLECTIONS

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  REDUCTIONS IN COLLATERAL AMOUNT

  (OTHER THAN BY PRINCIPAL PAYMENTS)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  REDUCTIONS IN COLLATERAL AMOUNT DUE TO

  APPLICATION OF AVAILABLE PRINCIPAL

  COLLECTIONS AS SHARED PRINCIPAL

  COLLECTIONS

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  PREVIOUS REDUCTIONS IN COLLATERAL AMOUNT

  REIMBURSED

  	
   

  	
  $

  	
   

  
					



 


 


	
   

  	
  WORLD FINANCIAL NETWORK
  NATIONAL

  BANK, as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


6

















 


EXHIBIT D


 


 


FORM OF MONTHLY
SERVICER’S CERTIFICATE


 


WORLD FINANCIAL
NETWORK NATIONAL BANK


 


WORLD FINANCIAL
NETWORK CREDIT CARD MASTER NOTE TRUST SERIES

2004-A


 


The undersigned, a duly authorized representative of
World Financial Network National Bank (“WFN”), as Servicer pursuant to
the Transfer and Servicing Agreement, dated as of August 1, 2001 (as amended
and supplemented, the “Transfer and Servicing Agreement”), among WFN
Credit Company, LLC, as Transferor, World Financial Network National Bank, as
Servicer and World Financial Network Master Note Trust (the “Trust”), as
Issuer, does hereby certify as follows:


 


1.             Capitalized terms used in this Certificate have their
respective meanings set forth in the Transfer and Servicing Agreement or the
Master Indenture dated as of August 1, 2001 (as amended or supplemented, the “Master
Indenture”), between the Trust and BNY Midwest Trust Company, as indenture
trustee (the “Indenture Trustee”) as supplemented by the Series 2004-A
Indenture Supplement, dated as of May 19, 2004, between the Trust and the
Indenture Trustee (as amended and supplemented, the “Indenture Supplement”)
and together with the Master Indenture, the “Indenture”), as applicable.


 


2.             WFN is, as of the date hereof, the Servicer under the
Transfer and Servicing Agreement.


 


3.             The undersigned is an Authorized Officer of the
Servicer.


 


4.             This Certificate relates to the Distribution Date
occurring on
                   ,
200  .


 


5.             As of the date hereof, to the best knowledge of the undersigned,
the Servicer has performed in all material respects all of its obligations
under the Transfer and Servicing Agreement and the Indenture through the
Monthly Period preceding such Distribution Date [or, if there has been a
default in the performance of any such obligation, set forth in detail the (i)
nature of such default, (ii) the action taken by the Servicer, if any, to
remedy such default and (iii) the current status of each such default]; if
applicable, insert “None”.


 


6.             As of the date hereof, to the best knowledge of the
undersigned, no Early Amortization Event occurred on or prior to such
Distribution Date.


 


1

















 


IN WITNESS WHEREOF, the
undersigned has duly executed and delivered this Certificate this
      day of
                         ,
20  .


 


 


	
   

  	
  WORLD FINANCIAL NETWORK
  NATIONAL

  BANK, as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


EXHIBIT
E-1


 


CLASS A SWAP


 


[ON FILE WITH THE PARTIES TO THE
SWAP]


 


1

















 


EXHIBIT
E-2


 


CLASS B SWAP


 


[ON FILE WITH THE PARTIES TO THE
SWAP]


 


1

















 


EXHIBIT
E-3


 


CLASS C SWAP


 


[ON FILE WITH THE PARTIES TO THE
SWAP]


 


1

















 


SCHEDULE 1


 


PERFECTION
REPRESENTATIONS, WARRANTIES

AND COVENANTS


 


(a)           In addition to the representations,
warranties and covenants contained in the Indenture, the Issuer hereby
represents, warrants and covenants to the Indenture Trustee as follows as of
the Closing Date:


 


(1)           The Indenture creates a valid and
continuing security interest (as defined in the applicable Uniform Commercial
Code) in the Net Swap Receipts in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such
against creditors of and purchasers from Issuer.


 


(2)           The Net Swap Receipts constitute
“general intangibles” within the meaning of the applicable Uniform Commercial
Code.


 


(3)           Issuer owns and has good and
marketable title to the Net Swap Receipts free and clear of any Lien, claim or
encumbrance of any Person.


 


(4)           There are no consents or approvals
required by the terms of the Class A Swap, Class B Swap or Class C Swap for the
pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the
Indenture.


 


(5)           Issuer (or the Administrator on
behalf of the Issuer) has caused the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest granted to the
Indenture Trustee under the Indenture in the Net Swap Receipts.


 


(6)           Other than the pledge of the Net Swap
Receipts to Indenture Trustee pursuant to the Indenture, Issuer has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
the Net Swap Receipts.  Issuer has not
authorized the filing of and is not aware of any financing statements against
Issuer that include a description of the Net Swap Receipts, except for the
financing statement filed pursuant to the Indenture.


 


(7)           Notwithstanding any other provision
of the Indenture, the representations and warranties set forth in this Schedule 1 shall be continuing, and remain in
full force and effect, until such time as the Series 2004-A Notes are retired.


 


(b)           Indenture Trustee covenants that it
shall not, without satisfying the Rating Agency Condition, waive a breach of
any representation or warranty set forth in this Schedule
1.


 


(c)           The Servicer covenants that in order
to evidence the interests of Issuer and Indenture Trustee under the Indenture,
Servicer shall take such action, or execute and deliver such instruments as may
be necessary or advisable (including, without limitation, such actions as are
requested by Indenture Trustee) to maintain and perfect, as a first priority
interest, Indenture Trustee’s security interest in the Net Swap Receipts.


1