EXHIBIT
4.1


 


WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST


 


Issuer


 


And


 


BNY MIDWEST TRUST COMPANY


 


Indenture Trustee


 


 


Series 2004-B INDENTURE SUPPLEMENT


 


Dated as of
September 22, 2004


 


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TABLE
OF CONTENTS


 


	
  ARTICLE I.

  	
  Creation of the
  Series 2004-B 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-B 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-B Notes; Distributions; Reports to Series 2004-B Noteholders

  	
   

  
	
   

  	
  Section 5.1

  	
  Delivery
  and Payment for the Series 2004-B Notes

  	
   

  



 


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  Section 5.2

  	
  Distributions

  	
   

  
	
   

  	
  Section 5.3

  	
  Reports
  and Statements to Series 2004-B Noteholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  Series 2004-B
  Early Amortization Events

  	
   

  
	
   

  	
  Section 6.1

  	
  Series 2004-B
  Early Amortization Events

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.

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

  	
   

  
	
   

  	
  Section 7.1

  	
  Optional
  Redemption of Series 2004-B 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-B 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 M NOTE

  	
   

  
	
  EXHIBIT A-3

  	
   

  	
  FORM OF CLASS B NOTE

  	
   

  
	
  EXHIBIT A-4

  	
   

  	
  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-1

  	
   

  	
  FORM OF CLASS A SWAP

  	
   

  
	
  EXHIBIT D-2

  	
   

  	
  FORM OF CLASS M SWAP

  	
   

  
	
  EXHIBIT D-3

  	
   

  	
  FORM OF CLASS B SWAP

  	
   

  
	
  EXHIBIT D-4

  	
   

  	
  FORM OF CLASS C SWAP

  	
   

  
	
  SCHEDULE I

  	
   

  	
  PERFECTION
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
						



 


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SERIES 2004-B INDENTURE
SUPPLEMENT, dated as of September 22, 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-B 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-B” or the “Series
2004-B Notes.”  The Series 2004-B
Notes shall be issued in four Classes, known as the “Class A Series 2004-B
Floating Rate Asset Backed Notes,” the “Class M Series 2004-B Floating
Rate Asset Backed Notes,” the “Class B Series 2004-B Floating Rate Asset
Backed Notes,” and the “Class C Series 2004-B Floating Rate Asset Backed
Notes.”


 


(b)                                 Series
2004-B shall be included in Group One and shall be a Principal Sharing
Series.  Series 2004-B shall be an
Excess Allocation Series with respect to Group One only.  Series 2004-B 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 M
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 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
2002-A Notes, Series 2002-VFN Notes, Series 2003-A Notes, Series 2004-A Notes
or Series 2004-C 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-B 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-B, 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-B 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-B for
application as Shared Principal Collections), plus (d) the aggregate
amount to be treated as Available Principal Collections pursuant to subsections
4.4(a)(vi) and (vii) 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)(ix) 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 JPMorgan Chase Bank 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 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.


 


“Class A Note Initial
Principal Balance” means $355,500,000.


 


4

















 


“Class A Note Interest
Rate” means a per annum rate of 0.10% 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
D-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(c).


 


“Class B Counterparty”
means JPMorgan Chase Bank 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(c).


 


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


 


“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 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.


 


5

















 


“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 $21,375,000.


 


“Class B Note Interest
Rate” means a per annum rate of 0.32% 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-3.


 


“Class B 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 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
D-3 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(d).


 


 “Class C Counterparty” means JPMorgan
Chase Bank 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(d).


 


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


 


“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


 


6

















 


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 $56,250,000.


 


“Class C Note Interest
Rate” means a per annum rate of 0.65% 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-4.


 


“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 D-4 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)(v)(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).


 


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


 


“Class M Counterparty”
means JPMorgan Chase Bank or the counterparty under any interest rate swap with
respect to the Class M Notes obtained pursuant to Section 4.17.


 


7

















 


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


 


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


 


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


 


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


 


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


 


“Class M Note Initial
Principal Balance” means $16,875,000.


 


“Class M Note Interest
Rate” means a per annum rate of 0.25% in excess of LIBOR as determined on
the LIBOR Determination Date for the applicable Distribution Period.


 


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


 


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


 


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


 


8

















 


“Class M 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 M Swap for
the period end date falling on such Distribution Date.


 


“Closing Date”
means September 22, 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-B 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)(vii) prior to such date.


 


“Controlled
Accumulation Amount” means, for any Transfer Date with respect to the
Controlled Accumulation Period, $37,500,000; 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 Controlled
Accumulation Amount shall be equal to (i) the Note 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
September 1, 2005 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 M 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 M 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 M Note Principal Balance as of the
Record Date preceding such Transfer Date, and (B) the


 


9

















 


denominator of which is
equal to the Class M Note Principal Balance as of the Record Date preceding
such Transfer Date, plus  (c) 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 sum of the Class A Note Principal Balance and the
Class M 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 denominator of which is equal to the Class B
Note Principal Balance as of the Record Date preceding such Transfer Date, plus
(d) the product of (i) the Class C 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 sum of the Class A Note
Principal Balance, the Class M Note Principal Balance and the Class B Note
Principal Balance, in each case as of the Record Date preceding such Transfer
Date, and (B) the denominator of which is equal to the Class C 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 November 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-B Early Amortization Event is deemed to
occur and ending on the Series Termination Date.


 


10

















 


“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.


 


“Expected Principal
Payment Date” means the September, 2006 Distribution Date.


 


“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.


 


“Group One” means
Series 2002-A, Series 2002-VFN, Series 2003-A, 2004-A, 2004-B, 2004-C, 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 $450,000,000.


 


“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-B 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-B 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


 


11

















 


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) September 20, 2004 for the period from and including
the Closing Date through and including November 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.


 


“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 M 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
November 2004 Distribution Date shall mean the period from and including
the Closing Date to and including the last day of October 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) 21.00% 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;


 


(b)                                 the
lower of (i) the Class M Required Amount and (ii) the greater of (A)(x) the
product of (I) 17.25% 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; and


 


12

















 


(c)                                  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) 12.50% 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 clauses (a) and (b) above) and (B) zero.


 


“Net Interest
Obligation” means, for any Distribution Date, the sum of the Class A Net
Interest Obligation, the Class M 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 M 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 M 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 M 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.


 


“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.


 


13

















 


“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 Expected
Principal Payment Date in an amount equal to the initial Note Principal
Balance.


 


“Quarterly Excess
Spread Percentage” means (a) with respect to the November 2004
Distribution Date, the Excess Spread Percentage for such Distribution Date, (b)
with respect to the December 2004 Distribution Date, the percentage
equivalent of a fraction the numerator of which is the sum of (i) the Excess
Spread Percentage for the November 2004 Distribution Date and (ii) the
Excess Spread Percentage with respect to the December 2004 Distribution
Date and the denominator of which is two, (c) with respect to the
January 2005 Distribution Date, the percentage equivalent of a fraction
the numerator of which is the sum of (i) the Excess Spread Percentage for the
November 2004 Distribution Date (ii) the Excess Spread Percentage with
respect to the December 2004 Distribution Date and (iii) the Excess Spread
Percentage with respect to the January 2005 Distribution Date and the
denominator of which is three and (d) with respect to the February 2005
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.


 


“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-B 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-B 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)
$15,750,000 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).


 


14

















 


“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 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-B.


 


“Required Retained
Transferor Percentage” means, for purposes of Series 2004-B, 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-B 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-B Notes,
in no event will the Required Spread Account Amount 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.


 


15

















 


“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


 


(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-B”
means the Series of Notes the terms of which are specified in this Indenture
Supplement.


 


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


 


“Series 2004-B Final
Maturity Date” means the July 2010 Distribution Date.


 


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


 


“Series 2004-B
Noteholder” means a Class A Noteholder, a Class M 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


 


16

















 


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-B 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)(iv) over the
sum of (a) the 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).


 


“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) 0.00% 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) 1.50% 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 1.50%, 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 1.50%, 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


 


17

















 


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-B, the Spread
Account Percentage shall be 12.5%.


 


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


 


“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).


 


(b)                                 Each
capitalized term defined herein shall relate to the Series 2004-B 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-B 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 $1,000,000.  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-B 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.


 












(1) For example, if the
Spread Account Percentage on one Distribution Date were 1.50%, 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%


 


18

















 


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.


 


ARTICLE IV.


 


Rights of Series
2004-B 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-B pursuant to Article VIII
of the Indenture shall be allocated and distributed as set forth in this
Article.


 


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


 


(i)                                     Allocations
of Finance Charge Collections. The Servicer shall allocate to the Series
2004-B 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 Investor Default Amounts and any Investor 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


 


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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)(vi)
and (vii) but are not available from funds in the Finance Charge Account
as a result of the operation of second preceding proviso.


 


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-B 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-B 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-B
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.


 


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(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-B 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 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-B 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-B 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.


 


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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 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 M Monthly Interest”) distributable
from the Distribution Account with respect to the Class M 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 M
Note Interest Rate in effect with respect to the related Distribution Period
and (ii) the Class M 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 M Note Initial Principal Balance).


 


On the Determination Date
preceding each Distribution Date, the Servicer shall determine the excess, if
any (the “Class M 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 M Deficiency Amount for any Distribution Date is
greater than zero, on each subsequent Distribution Date until such Class M
Deficiency Amount is fully paid, an additional amount (“Class M 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 M Note Interest Rate in effect
with respect to the related Distribution Period plus 2% per annum and (ii)
such Class M Deficiency Amount (or the portion thereof which has not been paid
to the Class M Noteholders) shall be payable as provided herein with respect to
the Class M Notes.  Notwithstanding
anything to the contrary herein, Class M


 


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Additional Interest shall
be payable or distributed to the Class M Noteholders only to the extent
permitted by applicable law.


 


(c)                                  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(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 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.


 


(d)                                 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 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(d) 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


 


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


 


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(iii)                               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)(iii):
(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;


 


(iv)                              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;


 


(v)                                 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)(v): (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;


 


(vi)                              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;


 


(vii)                           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 (vii) shall be treated as a
portion of Available Principal Collections for such Distribution Date;


 


(viii)                        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;


 


(ix)                                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 over
the Available Reserve Account Amount shall be deposited into the Reserve
Account;


 


(x)                                   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);


 


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(xi)                                on
a pari passu basis based on the amounts owing to each Counterparty pursuant to
this subsection 4.4(a)(xi): (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 M Counterparty under the Class M Swap
shall be paid to the Class M Counterparty, (C) 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 (D) 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;


 


(xii)                             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


 


(xiii)                          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 M Noteholders on the
related Distribution Date until the Class M Note Principal Balance has been
paid in full;


 


(iv)                              during
the Early Amortization Period, after giving effect to the distribution 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 B Noteholders on the related Distribution Date until the Class B
Note Principal Balance has been paid in full;


 


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(v)                                 during
the Early Amortization Period, after giving effect to the distributions
referred to in clauses (ii), (iii) and (iv) 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


 


(vi)                              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 (v)
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 M Noteholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(ii),
to the Class B Noteholders from the Distribution Account, the amount deposited
into the Distribution Account pursuant to Section 4.4(a)(iii) and
to the Class C Noteholders from the Distribution Account, the amount deposited
into the Distribution Account pursuant to Section 4.4(a)(v).


 


(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
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, an amount equal to the
Class A Note Principal Balance, second, to the Class M Noteholders, an amount
equal to the Class M Note Principal Balance, third, to the Class B Noteholders,
an amount equal to the Class B Note Principal Balance, and fourth, to the Class
C Noteholders, an amount equal to the Class C Note Principal Balance.  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 M
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)(vi)
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”).


 


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


 


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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), (iv)
and (v)(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-B 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-B 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-B 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-B 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 (xii) 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-B 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-B 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-B 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 the “Distribution
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2004-B
Noteholders.  The Indenture Trustee
shall


 


28

















 


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


 


29

















 


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-B 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-B 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-B 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)(ix).


 


(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 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


 


30

















 


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)(ix)
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
Expected Principal Payment 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-B Noteholders that are payable from the Reserve
Account as provided herein, shall withdraw from the Reserve Account all
amounts, if


 


31

















 


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-B 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-B 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-B 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 $15,750,000 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
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


 


32

















 


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 (vi) 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 (vi) (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
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


 


33

















 


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)                                 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 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.


 


34

















 


(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)(v)
and 4.11(c), respectively, is less than the aggregate amount required to
be deposited pursuant to subsection 4.4(a)(v), 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)(v).


 


(d)                                 On
the earlier of Series 2004-B Final Maturity Date and the date on which the
Class A Note Principal Balance, the Class M 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(f).


 


(e)                                  On
any day following the occurrence of an Event of Default with respect to Series
2004-B and acceleration of the maturity of the Series 2004-B 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, the Class M 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)(x)
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 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.


 


35

















 


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
September 1, 2005; provided that if the Controlled Accumulation
Period Length (determined as described below) on any Determination Date on or
after the August 2005 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 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 one month, (ii) such determination of
the Controlled Accumulation Period Length shall be made on each Determination
Date on and after the August 2005 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, the
Class M Notes, the Class B Notes and the Class C Notes on the Expected Payment
Date is expected to equal or exceed the 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 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


 


36

















 


during the Controlled
Accumulation Period.  The Servicer shall
calculate the Controlled Accumulation Period Length on each Determination Date
prior to the August 2005 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-B 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-B 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-B Noteholders.


 


(b)                                 The
Issuer shall cause the provider of each Qualified Maturity Agreement to deposit
into the Principal Accumulation Account on or before the Expected Principal
Payment Date an amount equal to the initial Note 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 Expected Principal Payment Date
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
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 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


 


37

















 


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
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 September 1, 2005, (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 M 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-B Noteholder from time to time.


 


(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.


 


38

















 


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 M Swap
with the Class M Counterparty, the 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 M 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 M Swap shall, at
any time, be equal to the Class M 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 M 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 M Net Swap Payment, such Class M Net Swap Payment shall be paid as
provided in subsection 4.4(a)(ii). 
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)(iii).  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)(v). 
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)(xi).


 


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


 


ARTICLE V.


 


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


 


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


 


The Issuer shall execute
and issue, and the Indenture Trustee shall authenticate, the Series 2004-B
Notes in accordance with Section 2.3 of the Indenture.  The Indenture Trustee shall deliver the
Series 2004-B 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


 


39

















 


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 M
Noteholder of record on the related Record Date (other than as provided in Section 11.2
of the Indenture) such Class M 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 M Noteholders pursuant to
this Indenture Supplement.


 


(c)                                  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 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.


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                    Except
as provided in Section 11.2 of the Indenture with respect to a
final distribution, distributions to Series 2004-B Noteholders hereunder shall
be made by (i) check mailed to each Series 2004-B Noteholder (at such
Noteholder’s address as it appears in the Note Register), except that for any
Series 2004-B 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-B Note or the
making of any notation thereon.


 


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


 


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


 


40

















 


(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-B Noteholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 2004-B
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-B 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.


 


(e)                                  Notwithstanding
the terms of Section 3.6(b) of the Transfer and Servicing
Agreement, each Series 2004-B Noteholder agrees, by purchasing its Note, that
the report referred to in that Section need not be delivered to the
Indenture Trustee or any Rating Agency unless the Indenture Trustee or the
applicable Rating Agency agrees to execute a letter agreement relating to such
report in form and substance satisfactory to the accountants delivering the
report.


 


ARTICLE VI.


 


Series 2004-B
Early Amortization Events


 


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


 


41

















 


Holder of the Series
2004-B Notes and as a result of which the interests of the Series 2004-B
Noteholders are materially and adversely affected for such period; provided, however,
that a Series 2004-B 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;


 


(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
Note Principal Balance shall not be paid in full on the Expected Principal
Payment Date;


 


(g)                                 the
Class A Counterparty, the Class M 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, the Class M Swap, the Class B Swap or the
Class C Swap, as applicable, as a result of LIBOR being greater than the Class
A Swap Rate, the Class M Swap Rate, the 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)
within five Business Days; the Class M Swap shall terminate prior to the
earlier of the payment in full of the Class M Notes and the Series Termination Date
and the Issuer shall fail to enter into a replacement Class M Swap in
accordance with subsection 4.17(b) within five Business Days; 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)
within five Business Days; 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) within five Business Days;


 


42

















 


(i)                                     without
limiting the foregoing, the occurrence of an Event of Default with respect to
Series 2004-B and acceleration of the maturity of the Series 2004-B 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-B Notes evidencing more
than 50% of the aggregate unpaid principal amount of Series 2004-B Notes by
notice then given in writing to the Transferor and the Servicer (and to the
Indenture Trustee if given by the Series 2004-B Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series 2004-B (a “Series
2004-B 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-B
Early Amortization Event shall occur without any notice or other action on the
part of the Indenture Trustee or the Series 2004-B Noteholders immediately upon
the occurrence of such event.


 


ARTICLE VII.


 


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


 


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


 


(a)                                  On
any day occurring on or after the date on which the outstanding principal
balance of the Series 2004-B Notes is reduced to 5% or less of the initial
outstanding principal balance of Series 2004-B Notes, the Servicer shall have
the option to redeem the Series 2004-B 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-B shall be reduced to zero
and the Series 2004-B 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-B 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.


 


43

















 


(ii)                                  The
amount to be paid by the Transferor with respect to Series 2004-B 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-B, 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 M Note Principal Balance on such Distribution Date will be
distributed to the Class M Noteholders and (y) an amount equal to the sum of
(A) Class M Monthly Interest for such Distribution Date, (B) any Class M
Deficiency Amount for such Distribution Date and (C) the amount of Class M
Additional Interest, if any, for such Distribution Date and any Class M
Additional Interest previously due but not distributed to the Class M
Noteholders on any prior Distribution Date, will be distributed to the Class M
Noteholders, (iii) (x) the Class B Note Principal Balance on such 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, (iv) (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,
(v) 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, (B) any amounts owed to
the Counterparty under the Class M Swap will be paid to the Class M
Counterparty and (C) any amounts owed to the Counterparty under the Class B
Swap will be paid to the Class B Counterparty and (vi) any excess shall be
released to the Issuer.


 


Section 7.2                                      Series
Termination.


 


On the Series 2004-B
Final Maturity Date, the unpaid principal amount of the Series 2004-B Notes
shall be due and payable, and the right of the Series 2004-B 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.


 


44

















 


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 M 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 M 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-B Noteholders
shall be the only Noteholders whose vote shall be required.


 


Section 8.2                                      Form
of Delivery of the Series 2004-B Notes. 
The Class A Notes, the Class M 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.


 


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.


 


45

















 


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]


 


46

















 


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-B 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; OR (II) THE ACQUISITION AND HOLDING OF THE CLASS A NOTE WILL NOT GIVE RISE
TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF 


 


A-1-1






















 


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


 


A-1-2

















 


	
  REGISTERED

  	
   

  	
  $355,500,000

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 981464
  AW 0

  



 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS A SERIES
2004-B 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 (as amended), for value received,
hereby promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of THREE HUNDRED FIFTY-FIVE MILLION,
FIVE HUNDRED THOUSAND DOLLARS, or such greater or lesser amount as determined
in accordance with the Indenture, on the July 2010 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.


 


A-1-3

















 


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:
  September 22, 2004

  	
   

  



 


A-1-4

















 


 


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:

  	
   

  
				



 


A-1-5

















 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS A SERIES
2004-B 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-B (the “SERIES 2004-B
NOTES”), issued under a Master Indenture dated as of August 1, 2001 (as
amended and supplemented, the “MASTER INDENTURE”), between the Issuer and BNY
Midwest Trust Company, as indenture trustee (the “INDENTURE TRUSTEE”), as
supplemented by the Series 2004-B Indenture Supplement dated as of
September 22, 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 M Notes, 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


 


A-1-6

















 


LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


A-1-7

















 


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.


 


A-1-8

















 


EXHIBIT
A-2


 


FORM OF CLASS M
SERIES 2004-B 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
M NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE CLASS M 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
M 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; OR (II) THE ACQUISITION AND HOLDING OF THE CLASS M NOTE WILL NOT GIVE
RISE TO A NON-EXEMPT


 


A-2-1

















 


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).


 


A-2-2

















 


	
  REGISTERED

  	
   

  	
  $16,875,000

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 981464
  AZ 3

  



 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS M SERIES
2004-B 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 (as amended), for value received,
hereby promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of SIXTEEN MILLION, EIGHT HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS, or such greater or lesser amount as determined
in accordance with the Indenture, on the July 2010 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 M 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 M NOTE IS
SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO
THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


A-2-3

















 


IN WITNESS WHEREOF, the
Issuer has caused this Class M 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:  September 22, 2004

  	
   

  



 


A-2-4

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  BNY MIDWEST TRUST
  COMPANY,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
  Dated:

  	
   

  
				



 


A-2-5

















 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS M SERIES
2004-B FLOATING RATE ASSET BACKED NOTE


 


Summary of Terms
and Conditions


 


This Class M 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-B (the “SERIES
2004-B NOTES”), issued under a Master Indenture dated as of August 1, 2001
(as amended and supplemented, the “MASTER INDENTURE”), between the Issuer and
BNY Midwest Trust Company, as indenture trustee (the ““), as supplemented by
the Series 2004-B Indenture Supplement dated as of September 22, 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, the
Class B Notes and the Class C Notes will also be issued under the Indenture.


 


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


 


A-2-6

















 


THIS CLASS M 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.


 


A-2-7

















 


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.


 


A-2-8

















 


EXHIBIT
A-3


 


FORM OF CLASS B
SERIES 2004-B 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; OR (II) THE ACQUISITION AND HOLDING OF THE CLASS B NOTE WILL NOT GIVE
RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF


 


A-3-1

















 


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


 


A-3-2

















 


	
  REGISTERED

  	
   

  	
  $21,375,000

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 981464
  AX 8

  



 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS B SERIES
2004-B 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 (as amended), for value received,
hereby promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of TWENTY-ONE MILLION, THREE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS, or such greater or lesser amount as determined
in accordance with the Indenture, on the July 2010 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 AND
THE CLASS M NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


A-3-3

















 


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:  September 22, 2004

  	
   

  



 


A-3-4

















 


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:

  	
   

  
				



 


A-3-5

















 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS B SERIES
2004-B 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-B (the “Series
2004-B Notes”), issued under a Master Indenture dated as of August 1, 2001
(as amended and supplemented, the “Master Indenture”), between the Issuer and
BNY Midwest Trust Company, as indenture trustee (the “Indenture Trustee”), as
supplemented by the Series 2004-B Indenture Supplement dated as of
September 22, 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, the
Class M 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 and the Class M Notes pursuant to and in
accordance with 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 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


 


A-3-6

















 


Indenture Trustee nor any
agent of the Issuer, the Transferor or the Indenture Trustee shall be affected
by notice to the contrary.


 


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.


 


A-3-7

















 


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.


 


A-3-8

















 


EXHIBIT
A-4


 


FORM OF CLASS C
SERIES 2004-B 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; OR (II) THE ACQUISITION AND HOLDING OF THE CLASS C NOTE WILL NOT GIVE
RISE TO A NON-EXEMPT


 


A-4-1

















 


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).


 


A-4-2

















 


	
  REGISTERED

  	
   

  	
  $56,250,000

  
	
  No. R- 1

  	
   

  	
  CUSIP NO. 981464
  AY 6

  



 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS C SERIES
2004-B 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 (as amended), for value received,
hereby promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of FIFTY-SIX MILLION, TWO HUNDRED FIFTY
THOUSAND DOLLARS, or such greater or lesser amount as determined in accordance
with the Indenture, on the July 2010 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 NOTES, THE
CLASS M NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.


 


A-4-3






















 


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:  September 22, 2004

  	
   

  



 


A-4-4

















 


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:

  	
   

  
				



 


A-4-5

















 


WORLD FINANCIAL
NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2004-B


 


CLASS C SERIES
2004-B 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-B (the “SERIES
2004-B NOTES”), issued under a Master Indenture dated as of August 1, 2001
(as amended and supplemented, the “MASTER INDENTURE”), between the Issuer and
BNY Midwest Trust Company, as indenture trustee (the “INDENTURE TRUSTEE”), as
supplemented by the Series 2004-B Indenture Supplement dated as of
September 22, 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, the
Class M 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, the Class M Notes and the Class B Notes pursuant
to and in accordance with 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 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.


 


A-4-6

















 


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.


 


A-4-7

















 


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.


 


A-4-8

















 


EXHIBIT
B


 


FORM OF MONTHLY
PAYMENT INSTRUCTIONS AND

NOTIFICATION TO INDENTURE TRUSTEE


 


WORLD FINANCIAL
NETWORK CREDIT CARD MASTER NOTE TRUST

SERIES 2004-B


 


The undersigned, a duly
authorized representative of World Financial Network National Bank (“WFN”),
as Servicer (the “Servicer”) pursuant to the Transfer and Servicing
Agreement, dated as of August 1, 2001 (as amended, the “Transfer and
Servicing Agreement”) among the 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 (as amended and supplemented,
the “Indenture”) between the Issuer and BNY Midwest Trust Company, as
indenture trustee (the “Indenture Trustee”) as supplemented by the
2004-B Indenture Supplement dated as of September 22, 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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class A Net Swap Payment

  	
   

  	
  $

  	
   

  



 


B-1

















 


	
   

  	
  B.

  	
  Pursuant to Subsection
  4.4(a)(ii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class M Monthly Interest for the preceding Interest
  Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monthly Interest previously due but not distributed
  to Class M Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional Interest previously due but not
  distributed to Class M Noteholders

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class M Net Swap Payment

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Pursuant to Subsection
  4.4(a)(iii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Pursuant to Subsection
  4.4(a)(iv):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Pursuant to  Subsection 4.4(a)(v):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  	
  $

  	
   

  



 


B-2

















 


	
   

  	
  F.

  	
  Pursuant to  Subsection 4.4(a)(vi) 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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Pursuant to  Subsection 4.4(a)(vii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H.

  	
  Pursuant to  Subsection 4.4(a)(viii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be deposited into the Cash Collateral
  Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I.

  	
  Pursuant to  Subsection 4.4(a)(ix):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be deposited into the Reserve Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J.

  	
  Pursuant to Subsection
  4.4(a)(x):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be deposited in the Spread Account

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  K.

  	
  Pursuant to Subsection
  4.4(a)(xi):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 M 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

  	
   

  	
  $

  	
   

  



 


B-3

















 


	
   

  	
  L.

  	
  Pursuant to Subsection
  4.4(a)(xii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  M.

  	
  Pursuant to Subsection
  4.4(a)(xiii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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
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

  	
   

  	
  $

  	
   

  



 


B-4

















 


	
   

  	
  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
  M Noteholders on such Distribution Date until the Class M 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
  B Noteholders on such Distribution Date until the Class B Note Principal
  Balance has been paid in full

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Pursuant to  Subsection 4.4(c)(v):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  During the Early Amortization Period, after giving
  effect to Clause (E) 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

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Pursuant to  Subsection 4.4(c)(vi):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  	
   

  	
  $

  	
   

  



 


B-5

















 


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

  	
   

  	
  $

  	
   

  



 


B-6

















 


	
   

  	
  (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 M 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 M Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  Class M 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 M Notes pursuant to the
  Indenture Supplement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Pursuant to Subsection
  5.2(c):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (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

  	
   

  	
  $

  	
   

  



 


B-7

















 


	
   

  	
  D.

  	
  Pursuant to Subsection
  5.2(d):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (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

  	
   

  	
  $

  	
   

  



 


B-8

















 


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  2002-A, SERIES 2003-A , SERIES
2004-A, SERIES 2004-B and SERIES 2004-C


 


 


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 2001-A Indenture Supplement, dated as
of August 21, 2001, the Series 2002-A Indenture Supplement, dated as of
November 7, 2002, the Series 2003-A Indenture Supplement, dated as of
June 29, 2003 and the Series 2004-A Indenture Supplement, dated as of May
19, 2004, each between the Issuer and the Indenture Trustee (each, an “Indenture
Supplement”), World Financial Network National Bank, as Servicer (the
“Servicer”) under the Transfer and Servicing Agreement,  dated as of August 1, 2001 (as amended,
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 [        
], 200[  ], and with respect to
the performance of the Trust during the month of [  ] 200[  ] is set forth
below.  Capitalized terms used herein
are defined in the Indenture and the Indenture Supplements.


 


	
   

  	
  MONTHLY
  PERIOD:

  	
   

  
	
   

  	
  DETERMINATION
  DATE:

  	
   

  
	
   

  	
  DISTRIBUTION
  DATE:

  	
   

  
	
   

  	
  NUMBER
  OF DAYS IN PERIOD

  	
   

  



 


	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I. DEAL PARAMETERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Class A/A-1
  Initial Note Principal Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Class A-2
  Initial Note Principal Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Class M
  Initial Note Principal Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Class B
  Initial Note Principal Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Class C/C-1
  Initial Note Principal Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Class C-2
  Initial Note Principal Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Total
  Initial Note Principal Balance (a + b + c + d + e + f)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Class
  A/A-1/A-2 Initial Note Principal Balance %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Class M
  Initial Note Principal Balance %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Class B
  Initial Note Principal Balance %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Class
  C/C-1/C-2/ Initial Note Principal Balance %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) Required
  Retained Transferor Percentage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m) Additional
  Minimum Transferor Percentage (2% Nov-Jan; 0% otherwise)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n) LIBOR rate
  as of most recent reset day

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (o) Class A/A-1
  Rate (LIBOR + Spread)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p) Class A/A-1
  Swap Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (q) Class A-2
  Rate (LIBOR + Spread)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (r) Class A-2
  Swap Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (s) Class M Rate
  (LIBOR + Spread)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (t) Class M Swap
  Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-1

















 


	
  (u) Class B Rate
  (LIBOR + Spread)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v) Class B Swap
  Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (w) Class C/C-1
  Rate (LIBOR + Spread)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (x) Class C/C-1
  Swap Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (y) Class C-2
  Rate (LIBOR + Spread)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (z) Class C-2
  Swap Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (aa) Servicing
  Fee Percentage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.
  COLLATERAL AMOUNTS AND ALLOCATION PERCENTAGES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Initial
  Collateral Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Principal
  Payments made to Noteholders

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Principal
  Accumulation Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Unreimbursed
  Investor Charge-offs and Reallocated Principal Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Collateral
  Amount- End of Current Monthly Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Allocation
  Percentage- Finance Charges Collections and Default Amounts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Allocation
  Percentage- Principal Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.
  RECEIVABLES IN THE TRUST

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Beginning of
  the Month Principal Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Collection
  of Principal Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Defaulted
  Receivables (principal charge-offs):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Dilution
  (Principal net of Debit Adjustments):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Sales
  (principal receivables generated):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Net
  (Removal)/Addition of Principal Receivables:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) End of Month
  Principal Receivables (a - b - c - d + e + f)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Recoveries
  of previously Charged-off Receivables:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Beginning of
  the Month Finance Charge Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) End of the
  Month Finance Charge Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Total
  Receivables as of 6 months prior to this distribution date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.
  RECEIVABLES PERFORMANCE SUMMARY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLLECTIONS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Collections
  of Principal Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Collections
  of Finance Charge Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Total
  Collections (a+b).

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Monthly
  Payment Rate (% of Beginning Total Receivables Outstanding)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DELINQUENCIES
  AND LOSSES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  End of the month
  delinquencies:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) 1-30 days
  delinquent (CA1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) 31-60 days
  delinquent (CA2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) 61-90 days
  delinquent (CA3)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) 91-120 days
  delinquent (CA4)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) 121-150 days
  delinquent (CA5)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) 151+ days
  delinquent (CA6)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Total
  delinquencies (e +f + g + h + i + j)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-2

















 


	
  CHARGE-OFFS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) Gross
  Principal Charge-Offs (% of End of Month Total Principal Receivables)

  	
   

  	
   

  	
   

  	
  (annualized)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m) Gross
  Principal Charge-Offs (% of Total Principal Receivables (as of 6 mos prior))

  	
   

  	
   

  	
   

  	
  (annualized)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n) Net
  Principal Charge-Offs (% of End of Month Total Principal Receivables)

  	
   

  	
   

  	
   

  	
  (annualized)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  YIELD:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (o) Portfolio
  Yield

  	
   

  	
   

  	
   

  	
  (annualized)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p) Base Rate

  	
   

  	
   

  	
   

  	
  (annualized)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (q) Excess
  Finance Charge Collections %

  	
   

  	
   

  	
   

  	
  (annualized)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.
  TRANSFEROR INTEREST

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Required
  Retained Transferor Percentage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Additional
  Minimum Transferor Percentage (2% Nov-Jan; 0% otherwise)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Average 30
  Day Transferor Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Average 30
  Day Minimum Transferor Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Transferor
  Percentage at end of Monthly Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Beginning
  Transferor’s Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Ending
  Transferor’s Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Required
  Transferor’s Interest ((V.a + V.b)*V.h)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Excess
  Funding Account Balance at end of Monthly Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Sum of
  Principal Receivables and Excess Funding Account at end of Monthly Period (g+
  III.g)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.
  TRUST ACCOUNT BALANCES AND EARNINGS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACCOUNT
  BALANCES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Finance
  Charge Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Cash
  Collateral Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Spread
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Reserve
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Principal
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Principal
  Accumulation Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST AND
  EARNINGS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Interest and
  Earnings on Finance Charge Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Interest and
  Earnings on Cash Collateral Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Interest and
  Earnings on Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Interest and
  Earnings on Reserve Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Interest and
  Earnings on Principal Accumulation Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) Interest and
  Earnings on Principal Funding Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.
  ALLOCATION and APPLICATION of COLLECTIONS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Floating
  Allocation of Finance Charges

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Class A/A-1
  Monthly Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Class A-2
  Monthly Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Class A/A-1
  Swap Payment Due to Swap Provider

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Class A/A-2
  Swap Payment Due to Swap Provider

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Class M
  Monthly Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Class M Swap
  Payment Due to Swap Provider

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Class B
  Monthly Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Class B Swap
  Payment Due to Swap Provider

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Servicing
  Fee (Beginning Collateral Amount*2%/12)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Class C/C-1
  Monthly Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) Class C-2
  Monthly Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m) Class C/C-1
  Swap Payment Due to Swap Provider

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n) Class C-2
  Swap Payment Due to Swap Provider

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-3

















 


	
  (o) Investor
  Default Amounts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p) Uncovered
  Dilution Amounts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (q) Unreimbursed
  Investor Chargeoffs and Reallocated Principal Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (r) Required to
  be Deposited into Cash Collateral Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (s) Required
  Reserve Account Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (t) Required to
  be Deposited into the Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (u) Required
  Payments and Deposits Relating to Interest Rate Swaps

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v) Other
  Payments Required to be made

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (w) Excess
  Finance Charge Collections (a-b-c-d-e-f-g-h-i-j-k-l-m-n-o-p-q-r-s-t-u-v)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIII.
  INVESTOR CHARGE-OFFS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Investor
  Defaults and Uncovered Dilution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Reimbursed
  from Available Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Reimbursed
  from Cash Collateral Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Reimbursed
  from Reallocated Principal Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Total
  reimbursed in respect of Investor Defaults and Dilution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Investor
  Charge-off (a - e)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.
  YIELD and BASE RATE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base
  Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Monthly
  interest, any net swap payments and monthly servicing fees divided by
  collateral amounts plus amounts on deposit in the principal accumulation
  account)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Base Rate
  (current month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Base Rate
  (prior month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Base Rate (2
  months prior)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) 3 Month
  Average Base Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Portfolio Yield

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Finance charge
  collections allocable to each series divided by collateral amounts plus
  amounts on deposit in the principal accumulation account)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Gross
  Portfolio Yield (current month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Gross
  Portfolio Yield (prior month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Gross
  Portfolio Yield (2 months prior)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) 3 Month
  Average Gross Portfolio Yield

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portfolio
  Yield

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Finance charge
  collections less defaults allocable to each series divided by collateral
  amounts plus amounts on deposit in the principal accumulation account)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Portfolio
  Yield (current month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Portfolio
  Yield (prior month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Portfolio
  Yield (2 months prior)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) 3 Month
  Average Portfolio Yield

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess
  Spread Percentage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Portfolio Yield
  less Base Rate)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m) Portfolio
  Adjusted Yield (current month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n) Portfolio
  Adjusted Yield (prior month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (o) Portfolio
  Adjusted Yield (2 months prior)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p) Portfolio
  Adjusted Yield (3 month average)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-4

















 


	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.
  PRINCIPAL ACCUMULATION ACCOUNT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Cumulative
  Class A principal distributed to PAA (as of prior distribution date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Class A
  Principal deposited in the Principal Accumulation Account (PAA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Total Class
  A Principal deposited in the PAA (a + b)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Cumulative
  Class A principal distributed to PAA (as of prior distribution date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Class A
  Principal deposited in the Principal Accumulation Account (PAA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Total Class
  A Principal deposited in the PAA (d +e)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Cumulative
  Class B principal distributed to PAA (as of prior distribution date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Class B
  Principal deposited in the Principal Accumulation Account (PAA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Total Class
  B Principal deposited in the PAA (g + h)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Cumulative
  Class C principal distributed to PAA (as of prior distribution date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Class C
  Principal deposited in the Principal Accumulation Account (PAA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) Total Class
  C Principal deposited in the PAA (j + k)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m) Ending PAA
  balance (c + f + i +l)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series
  2002-A

  	
   

  	
  Series
  2003-A

  	
   

  	
  Series
  2004-A

  	
   

  	
  Series
  2004-B

  	
   

  	
  Series
  2004-C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X.
  PRINCIPAL REPAYMENT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a) Class A
  Principal Paid (as of prior distribution dates)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Class A
  Principal Payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c) Total Class
  A Principal Paid (a + b)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d) Class M
  Principal Paid (as of prior distribution dates)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e) Class M
  Principal Payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f) Total Class
  M Principal Paid (d + e)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g) Class B
  Principal Paid (as of prior distribution dates)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h) Class B
  Principal Payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Total Class
  B Principal Paid (g + h)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j) Class C
  Principal Paid (as of prior distribution dates)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k) Class C
  Principal Payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l) Total Class
  C Principal Paid (j + k)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  World
  Financial Network National Bank, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


C-5

















 


EXHIBIT
D-1


 


CLASS A SWAP


 


[Filed as Exhibit
4.3 and Exhibit 4.11]


 


D-1-1

















 


EXHIBIT
D-2


 


CLASS M SWAP


 


[Filed as Exhibit
4.4 and Exhibit 4.12]


 


D-2-1

















 


EXHIBIT
D-3


 


CLASS B SWAP


 


[Filed as Exhibit
4.5 and Exhibit 4.13]


 


D-3-1

















 


EXHIBIT
D-4


 


CLASS C SWAP


 


[Filed as Exhibit
4.6 and Exhibit 4.14]


 


D-4-1

















 


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, the
Class M Swap, the Class B Swap or the 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-B 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.


 


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