WFN CREDIT CO LLC (Form: 8-K, Received: 11/20/2002 14:25:31)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) November 7, 2002

WFN Credit Company, LLC
World Financial Network Credit Card Master Trust

(Exact Name of Registrant as Specified in its Charter)

                                   Delaware
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                (State or Other Jurisdiction of Incorporation)

         333-60418, 333-60418-01                                    31-1772814
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        (Commission File Number)          (I.R.S. Employer Identification No.)
220 West Schrock Road, Westerville, Ohio                               43801
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     (Address of Principal Executive Offices)           (Zip Code)


                                (614) 729-5044
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             (Registrant's Telephone Number, Including Area Code)

No Change

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On November 7, 2002, World Financial Network Credit Card Master Note Trust issued $468,000,000 Class A Series 2002-A Asset Backed Notes, $51,000,000 Class B Series 2002-A Asset Backed Notes and $81,000,000 Class C Series 2002-A Asset Backed Notes (collectively, the "Notes") described in a Prospectus Supplement dated October 30, 2002 to Prospectus dated October 15, 2002.

Item 7. Financial Statements and Exhibits.

Exhibit
  No.    Document Description
-----    --------------------

(a)      Not applicable
(b)      Not applicable
(c)      Exhibit 1.1  Underwriting Agreement, dated as of October
                      30, 2002, among JP Morgan Securities Inc.,
                      Representative of the Underwriters, WFN Credit Company,
                      LLC and World Financial Network National Bank
         Exhibit 4.1  Indenture Supplement, dated as of November 7, 2002,
                      between World Financial Network Credit Card Master Note
                      Trust and BNY Midwest Trust Company, including form of
                      World Financial Network Credit Card Master Note Trust
                      Series 2002-A Floating Rate Asset Backed Notes
         Exhibit 4.2  First Amendment to Transfer and Servicing Agreement,
                      dated as of November 7, 2002, among WFN Credit Company,
                      LLC, World Financial Network National Bank and World
                      Financial Network Credit Card Master Note Trust
         Exhibit 4.3  First Amendment to Collateral Series Supplement,
                      dated as of November 7, 2002, among WFN Credit Company,
                      LLC, World Financial Network National Bank and BNY
                      Midwest Trust Company
         Exhibit 4.4  ISDA Master Agreement, dated November 7, 2002
                      between JPMorgan Chase Bank and World Financial Network
                      Credit Card Master Note Trust
         Exhibit 4.5  Amendment to ISDA Master Agreement, dated November
                      7, 2002, between JPMorgan Chase Bank and World Financial
                      Network Credit Card Master Note Trust
         Exhibit 4.6  Schedule A to ISDA Master Agreement, dated November
                      7, 2002 between JPMorgan Chase Bank and World Financial
                      Network Credit Card Master Note Trust
         Exhibit 4.7  Class A Confirmation for U.S. Dollar Interest Rate
                      Swap Transaction under 2002 Master Agreement, dated
                      November 7, 2002 between JPMorgan Chase Bank and World
                      Financial Network Credit Card Master Note Trust
         Exhibit 4.8  Class B Confirmation for U.S. Dollar Interest Rate
                      Swap Transaction under 2002 Master Agreement, dated
                      November 7, 2002 between JPMorgan Chase Bank and World
                      Financial Network Credit Card Master Note Trust
         Exhibit 4.9  Class C Confirmation for U.S. Dollar Interest Rate
                      Swap Transaction under 2002 Master Agreement, dated
                      November 7, 2002 between JPMorgan Chase Bank and World
                      Financial Network Credit Card Master Note Trust

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WFN CREDIT COMPANY, LLC
(Co-Registrant)

Dated: November 20, 2002           By:    /s/ Robert P. Armiak
                                          -------------------------------------
                                   Name:  Robert P. Armiak
                                   Title: Senior Vice President and Treasurer

WORLD FINANCIAL NETWORK CREDIT
CARD MASTER TRUST
(Co-Registrant)

By: WORLD FINANCIAL NETWORK NATIONAL BANK,
as Administrator

Dated: November 20, 2002           By:    /s/ Robert P. Armiak
                                          -------------------------------------
                                   Name:   Robert P. Armiak
                                   Title:  Senior Vice President and Treasurer

October 30, 2002 EXHIBIT 1.1

World Financial Network Credit Card Master Note Trust $468,000,000 Class A Floating Rate Asset Backed Notes, Series 2002-A $51,000,000 Class B Floating Rate Asset Backed Notes, Series 2002-A $81,000,000 Class C Floating Rate Asset Backed Notes, Series 2002-A

UNDERWRITING AGREEMENT

J.P. Morgan Securities Inc.,
as Representative of the
Underwriters set forth herein (the "Representative") 270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

1. Introductory. WFN Credit Company, LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the "Issuer") to issue $468,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2002-A (the "Class A Notes"), $51,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series 2002-A (the "Class B Notes"), and $81,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series 2002-A (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes").

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of August 1, 2001 (the "Trust Agreement"), between WFN LLC, as transferor (the "Transferor"), and Chase Manhattan Bank USA, National Association ("Chase"), as owner trustee (the "Owner Trustee"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001 (the "Master Indenture"), between the Issuer and BNY Midwest Trust Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2002-A Indenture Supplement with respect to the Notes, to be dated as of November 7, 2002 (the "Indenture Supplement" and, together with the Master Indenture, the "Indenture").

The primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust ("WFNMT"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, amended and restated as of September 17, 1999 and amended and restated a second time as of August 1, 2001 (as heretofore amended, the "Amended and Restated Pooling and Servicing Agreement"), among the Transferor,

World Financial Network National Bank (the "Bank"), as servicer (the "Servicer"), and BNY Midwest Trust Company (successor-in-interest to the corporate trust administration of Harris Trust and Savings Bank), as trustee (the "WFNMT Trustee"), and the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, as the same is to be amended as of November 7, 2002 (as heretofore amended, and as the same may be further amended on or prior to the Closing Date (as hereinafter defined), the "Collateral Supplement" and, together with the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private label credit card accounts of the Bank (the "Accounts").

The Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001 (as amended, the "Receivables Purchase Agreement"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as the same is to be amended as of November 7, 2002 (as heretofore amended, and as the same may be further amended on or prior to the Closing Date, the "TSA"), among the Transferor, the Servicer, and the Issuer.

The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001 (the "Administration Agreement"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Program Documents."

This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriter for the Class C Notes listed on Schedule A hereto (the "Class C Underwriter" and, together with the Class A Underwriters and Class B Underwriters, the "Underwriters") as follows:

2. Representations and Warranties of the Transferor and the Bank. Each of the Transferor (the representations and warranties as to the Transferor being given by the Transferor) and the Bank (the representations and warranties as to the Bank being given by the Bank) represents and warrants to, and agrees with, the Underwriters that:

(a) The Transferor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware, has all requisite power, authority and legal right to own its property, transact the business in which it is now engaged and conduct

its business as described in the Registration Statement (as hereinafter defined) and the Prospectus (as hereinafter defined), and had at all relevant times and has currently all requisite power, authority and legal right to execute, deliver and perform its obligations under this Agreement, the TSA, the PSA, the Receivables Purchase Agreement and the Trust Agreement and to authorize the issuance of the Notes and the Collateral Certificate.

(b) The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States, has all requisite power, authority and legal right to own its property and conduct its credit card business as such properties are presently owned and such business is presently conducted, and conduct its business as described in the Registration Statement and the Prospectus, and to own the Accounts, and had at all relevant times and has currently all requisite power, authority and legal right to execute, deliver and perform its obligations under the Receivables Purchase Agreement, the TSA, the PSA and the Administration Agreement.

(c) The execution, delivery and performance of each of the Program Documents to which it is a party, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereby and thereby, and with respect to the Transferor, the issuance of the Notes and the Collateral Certificate, have been duly and validly authorized by the Transferor and the Bank, as applicable, by all necessary action on the part of the Transferor and the Bank, as applicable.

(d) This Agreement has been duly authorized, executed and delivered by the Transferor and the Bank.

(e) Each of the Program Documents has been, or on or before the Closing Date will be, executed and delivered by the Transferor and the Bank, as applicable, and when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of the Transferor and the Bank, as applicable, enforceable against the Transferor and the Bank, as applicable, in accordance with its terms, except, in each case, to the extent that (i) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors' or other obligees' rights generally or the rights of creditors or other obligees of institutions insured by the FDIC, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) certain remedial provisions of the Indenture may be unenforceable in whole or in part under the UCC, but the inclusion of such provisions does not render the other provisions of the Indenture invalid and notwithstanding that such provisions may be unenforceable in whole or in part, the Indenture Trustee, on behalf of the Noteholders, will be able to enforce the remedies of a secured party under the UCC.

(f) The Notes have been duly authorized and will be issued pursuant to the terms of the Indenture and, when executed by the Owner Trustee on behalf of the Issuer and authenticated by the Indenture Trustee in

accordance with the Indenture and delivered pursuant to the Indenture and this Agreement, will be duly and validly executed, issued and outstanding and will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally, (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy. The Notes will be in the form contemplated by the Indenture, and the Notes and the Indenture will conform to the descriptions thereof contained in the Prospectus and the Registration Statement.

(g) The Collateral Certificate has been issued pursuant to the terms of the PSA and, when executed and authenticated by the WFNMT Trustee in accordance with the PSA, was validly issued. The Collateral Certificate remains outstanding. The Collateral Certificate is in the form contemplated by the PSA, and the Collateral Certificate and the PSA conform to the descriptions thereof contained in the Prospectus and the Registration Statement.

(h) Neither the Transferor nor the Bank is in violation of any Requirement of Law or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it is bound or to which any of its property is subject, which violation or defaults separately or in the aggregate would have a material adverse effect on the Transferor or the Bank.

(i) None of the issuance and sale of the Notes, the issuance of the Collateral Certificate or the execution and delivery by the Transferor or the Bank of this Agreement or any Program Document to which it is a party, nor the incurrence by the Transferor or the Bank of the obligations herein and therein set forth, nor the consummation of the transactions contemplated hereunder or thereunder, nor the fulfillment of the terms hereof or thereof does or will (i) violate any Requirement of Law presently in effect, applicable to it or its properties or by which it or its properties are or may be bound or affected, (ii) conflict with, or result in a breach of, or constitute a default under, any indenture, contract, agreement, mortgage, deed of trust or instrument to which it is a party or by which it or its properties are bound, which conflict, breach or default would have a material adverse effect on the Notes, the Collateral Certificate, the Transferor or the Bank, or (iii) result in the creation or imposition of any Lien upon any of its property or assets (except for those encumbrances created under the Program Documents), which Lien would have a material adverse effect on the Notes, the Collateral Certificate, the Transferor or the Bank.

(j) All approvals, authorizations, consents, orders and other actions of any Person or of any court or other governmental body or

official required in connection with the execution and delivery by the Transferor or the Bank of this Agreement or the Program Documents to which it is a party or to the consummation of the transactions contemplated hereunder and thereunder, or to the fulfillment of the terms hereof and thereof have been or will have been obtained on or before the Closing Date.

(k) The Bank has authorized the conveyance of the Receivables to the Transferor and WFNMT, as applicable; the Transferor has authorized the conveyance of the Receivables to WFNMT; the Transferor has authorized the issuance of the Collateral Certificate by WFNMT; and the Transferor has authorized the Issuer to issue and sell the Notes.

(l) All actions required to be taken by the Transferor or the Bank as a condition to the offer and sale of the Notes as described herein or the consummation of any of the transactions described in the Prospectus and the Registration Statement have been or, prior to the Closing Date, will be taken.

(m) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), and complies as to form with the TIA and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder.

(n) The representations and warranties made by the Transferor in the TSA, the PSA, the Trust Agreement and the Receivables Purchase Agreement or made in any Officer's Certificate of the Transferor delivered pursuant to any Program Document to which it is a party will be true and correct in all material respects at the time made and on and as of the Closing Date as if set forth herein, except that to the extent that any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct at and as of such earlier date.

(o) The representations and warranties made by the Bank in the Receivables Purchase Agreement, and in its capacity as Servicer and Administrator, in the TSA, the PSA and the Administration Agreement, respectively, or made in any Officer's Certificate of the Bank delivered pursuant to any Program Document to which it is a party will be true and correct in all material respects at the time made and on and as of the Closing Date as if set forth herein, except that to the extent that any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct at and as of such earlier date.

(p) The Transferor agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables or the Collateral Certificate, except as provided in the PSA and the TSA, and agrees to take all action required by the PSA and the TSA in order to maintain the security interest in the Receivables and the Collateral Certificate granted pursuant to the PSA and the TSA, as applicable.

(q) The Bank agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the PSA or the Receivables Purchase Agreement, as applicable, and agrees to take all action required by the PSA or the Receivables Purchase Agreement, as applicable, in order to maintain the security interests in the Receivables granted pursuant to the Receivables Purchase Agreement and the PSA, as applicable.

(r) A registration statement on Form S-3 (Nos. 333-60418 and 333-60418-01), including a form of prospectus and such amendments thereto as may have been filed prior to the date hereof, relating to the Notes and the offering thereof in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with, and has been declared effective by, the Commission. If any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, and "Effective Date" means the date of the Effective Time. Such registration statement, as amended at the Effective Time, is hereinafter referred to as the "Registration Statement." The Transferor proposes to file with the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a supplement (the "Prospectus Supplement") to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus") relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, are hereinafter referred to as the "Prospectus".

(s) On the Effective Date, the Registration Statement conformed in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations") and the TIA and the rules and regulations thereunder and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement and the Prospectus conform, and at the time of filing of the Prospectus pursuant to Rule 424(b) the Registration Statement and the Prospectus will conform, in all material respects with the requirements of the Act and the Rules and Regulations and the TIA and the rules and regulations thereunder and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from either of such documents based upon written information furnished to the Transferor or the Bank by the Underwriters specifically for use therein. Each of the Transferor and the Bank hereby acknowledges that (i) the only information provided by the Class A Underwriters for inclusion in the Registration Statement and the Prospectus is set forth on the cover page of the Prospectus Supplement in the table under the heading "Class A Notes" and on the line across from "Price to public," in the

table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading "Underwriting" in the Prospectus Supplement, in the table following the third paragraph under the heading "Underwriting" in the Prospectus Supplement in the column labeled "Class A Notes", and in the penultimate paragraph under the heading "Underwriting" in the Prospectus Supplement (the "Class A Underwriters' Information"), (ii) the only information provided by the Class B Underwriters for inclusion in the Registration Statement and the Prospectus is set forth on the cover page of the Prospectus Supplement in the table under the heading "Class B Notes" and on the line across from "Price to public," in the table listing the Class B Underwriters and the Principal Amount of Class B Notes and under the heading "Underwriting" in the Prospectus Supplement, in the table following the third paragraph under the heading "Underwriting" in the Prospectus Supplement in the column labeled "Class B Notes", and in the penultimate paragraph under the heading "Underwriting" in the Prospectus Supplement (the "Class B Underwriters' Information") and (iii) the only information provided by the Class C Underwriter for inclusion in the Registration Statement and the Prospectus is set forth on the cover page of the Prospectus Supplement in the table under the heading "Class C Notes" and on the line across from "Price to public," in the table listing the Class C Underwriter and the Principal Amount of Class C Notes and under the heading "Underwriting" in the Prospectus Supplement, in the table following the third paragraph under the heading "Underwriting" in the Prospectus Supplement in the column labeled "Class C Notes", and in the penultimate paragraph under the heading "Underwriting" in the Prospectus Supplement (the "Class C Underwriter's Information").

(t) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise set forth therein, there has not been any material adverse change in (i) the condition, financial or otherwise, or in the earnings, business or operations, of the Bank or the Transferor and (ii) the financial or statistical information contained in the Prospectus Supplement under the captions "Receivables Performance" and "The Trust Portfolio."

3. Purchase, Sale, Payment and Delivery of the Notes.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to sell to the Class A Underwriters, and the Class A Underwriters agree to purchase from the Transferor, at a purchase price of 99.675% of the principal amount thereof, $468,000,000 aggregate principal amount of the Class A Notes, each Class A Underwriter to purchase the amounts shown on Schedule A hereto.

(b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to sell to the Class B Underwriters, and the Class B Underwriters agree to purchase from the Transferor, at a purchase price of 99.600% of the principal amount thereof, $51,000,000 aggregate

principal amount of the Class B Notes, each Class B Underwriter to purchase the amounts shown on Schedule A hereto.

(c) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to sell to the Class C Underwriter, and the Class C Underwriter agrees to purchase from the Transferor, at a purchase price of 99.525% of the principal amount thereof, $81,000,000 aggregate principal amount of the Class C Notes.

(d) The Transferor will cause the Issuer to deliver the Notes to the Underwriters against payment of the purchase price in immediately available funds, drawn to the order of the Transferor, at the office of Mayer, Brown, Rowe & Maw, in Chicago, Illinois at 10:00 a.m., Chicago time, on November 7, 2002, or at such other time not later than seven full business days thereafter as the Representative and the Transferor determine, such time being herein referred to as the "Closing Date." Each of the Class A Notes, the Class B Notes and the Class C Notes so to be delivered shall be represented by one or more definitive notes registered in the name of Cede & Co., as nominee for The Depository Trust Company. The Notes will be available for inspection by the Underwriters at the office at which the Notes are to be delivered no later than five hours before the close of business in New York City on the business day prior to the Closing Date.

4. Offering by Underwriters. It is understood that after the Effective Date, the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

5. Certain Agreements of the Transferor. The Transferor agrees with the Underwriters that:

(a) Immediately following the execution of this Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Transferor deems appropriate. The Transferor will transmit the Prospectus, including such Prospectus Supplement, to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b). The Transferor will not file any amendment of the Registration Statement with respect to the Notes or supplement to the Prospectus unless a copy has been furnished to the Representative for its review a reasonable time prior to the proposed filing thereof or to which the Representative shall reasonably object in writing. The Transferor will advise the Representative promptly of (i) the effectiveness of any amendment or supplementation of the Registration Statement or Prospectus, (ii) any request by the Commission for any amendment or supplementation of the Registration Statement or the Prospectus or for any additional information, (iii) the receipt by the Transferor of any notification with respect to the suspension of qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and (iv) the institution by the Commission of any stop order proceeding in respect of

the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(b) If at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Transferor promptly will notify the Representative of such event and prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriters' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(c) As soon as practicable, the Transferor will cause the Trust to make generally available to the Noteholders an earnings statement or statements of the Trust covering a period of at least 12 months beginning after the Effective Date which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.

(d) The Transferor will furnish to the Representative copies of the Registration Statement (one of which will be signed and will include all exhibits), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requests.

(e) The Transferor will endeavor to qualify the Notes for sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Representative may designate and will continue such qualifications in effect so long as required for the distribution of the Notes; provided, however, that the Transferor shall not be obligated to qualify to do business in any jurisdiction where such qualification would subject the Transferor to general or unlimited service of process in any jurisdiction where it is not now so subject.

(f) So long as any Note is outstanding, the Transferor will furnish, or cause the Servicer to furnish, to the Representative copies of each certificate and the annual statements of compliance delivered to (i) the WFNMT Trustee and each Rating Agency pursuant to Section 3.5 of the PSA and independent certified public accountant's servicing reports furnished to the WFNMT Trustee, the Servicer and each Rating Agency pursuant to Sections 3.6(a) and (b) and (ii) the Owner Trustee, the Indenture Trustee and each Rating Agency pursuant to Section 3.5 of the TSA and independent certified public accountant's servicing reports furnished to the Indenture Trustee, the Servicer and the Rating Agencies pursuant to Sections 3.6(a) and (b) of the TSA, by first class mail as soon as

practicable after such certificates, statements and reports are furnished to the WFNMT Trustee, the Owner Trustee, the Indenture Trustee or the Rating Agencies, as the case may be.

(g) So long as any Note is outstanding, the Transferor will furnish, or cause the Servicer to furnish, to the Representative, by first-class mail as soon as practicable (i) all documents concerning the Receivables, the Collateral Certificate or the Notes distributed by the Transferor or the Servicer (under each of the PSA and TSA) to the Noteholders, or filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any order of the Commission under the Act or the Exchange Act applicable to the Issuer, to WFNMT, or to the Transferor, or pursuant to a "no-action" letter obtained from the staff of the Commission by the Transferor and affecting the Issuer, WFNMT, or the Transferor and (iii) from time to time, such other information concerning the Issuer or WFNMT as the Representative may reasonably request.

(h) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated for any reason, except a default by the Underwriters hereunder, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement (except as otherwise agreed in writing between the Transferor and the Representative) and will reimburse the Underwriters for any expenses incurred by them in connection with qualification of the Notes for sale and determination of the eligibility of the Notes for investment under the laws of such jurisdictions as the Representative designates and for any fees charged by investment rating agencies for the rating of the Notes and the Collateral Certificate and for any filing fee of the National Association of Securities Dealers, Inc. relating to the Notes. The Transferor and the Underwriters will each bear their own respective fees and disbursements of counsel (which in the case of the Transferor will include all legal fees relating to Blue Sky matters).

(i) To the extent, if any, that any of the ratings provided with respect to the Notes and the Collateral Certificate by any Rating Agency are conditional upon the furnishing of documents or the taking of any other actions by the Transferor, the Transferor shall furnish such documents and take any such other actions as are reasonably necessary to satisfy such condition.

6. Conditions of the Obligations of the Underwriters. The obligation of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties by the Transferor and the Bank herein, to the accuracy of the statements of officers of Transferor and the Bank made pursuant to the provisions hereof, to the performance by the Transferor and the Bank of their respective obligations hereunder and to the following additional conditions precedent:

(a) The Representative shall have received a letter, dated the date of the Prospectus and addressed to the Underwriters, from Deloitte & Touche, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to the Representative and its counsel.

(b) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor or the Representative, shall be contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement none of the following shall have occurred: (i) any change, or any development involving a prospective change, in or affecting particularly WFNMT, the Issuer, the business or properties of the Transferor or the Bank which, in the judgment of the Underwriters make it impractical or inadvisable to proceed with the completion and sale of and payment for the Notes, (ii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended, limited or minimum prices shall have been established on either of such exchanges or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (iii) a banking moratorium shall have been declared by Federal or state authorities; and (iv) the United States shall have become engaged in hostilities, there shall have been an escalation of hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or any other substantial national or international calamity or emergency which, in the judgment of the Underwriters, the effect of such hostilities, escalation, declaration or other calamity or emergency makes it impractical or inadvisable to proceed with the completion and sale of and payment for the Notes.

(d) The Representative shall have received an opinion, dated the Closing Date, of Alan M. Utay, General Counsel for Alliance Data Systems Corporation, as counsel for the Transferor and the Bank, satisfactory in form and substance to the Representative and its counsel to the effect that:

(i) Each of the Transferor and the Bank (each collectively referred to in this subsection 6(d) as a "WFN Entity") is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except where failure to so qualify would not have a material adverse effect on such WFN Entity, and has full power and authority to own its properties, to conduct its business as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under the Program Documents to which it is a party, and to consummate the transactions contemplated thereby.

(ii) Each of the Program Documents and this Agreement has been duly authorized, executed and delivered by each WFN Entity that is a party thereto.

(iii) Neither the execution and delivery of the Program Documents and this Agreement by either WFN Entity that is party thereto nor the consummation of any of the transactions contemplated

therein nor the fulfillment of the terms thereof, violates, results in a material breach of or constitutes a default under (A) any Requirements of Law under the Delaware Limited Liability Company Act, as amended, Texas state law and the federal law of the United States of America (collectively, the "Included Laws") applicable to such WFN Entity, (B) any term or provision of any order known to me to be currently applicable to such WFN Entity of any court, regulatory body, administrative agency or governmental body having jurisdiction over such WFN Entity or (C) any term or provision of any indenture or other agreement or instrument known to me to which such WFN Entity is a party or by which either of them or any of their properties are bound, except, in the case of clauses (B) and
(C), to the extent such violation, breach or default would not have a material adverse effect on the Notes, the Collateral Certificate, or any WFN Entity.

(iv) Except as otherwise disclosed in the Prospectus (and any supplement thereto) or the Registration Statement, there is no pending or, to the best of such counsel's knowledge, threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to WFNMT, the Issuer, the Collateral Certificate, the Notes or any of the Program Documents or any of the transactions contemplated therein with respect to a WFN Entity which, if adversely determined, would have a material adverse effect on the Notes, the Collateral Certificate, WFNMT or the Issuer or upon the ability of any WFN Entity to perform its obligations under the Program Documents.

(v) The statements included in the Prospectus describing statutes under the Included Laws, legal proceedings, contracts and other documents relating to the WFN Entities, the Accounts, the Receivables, the business of the Bank, the Transferor, WFNMT and the Issuer are accurate in all material respects.

(e) The Representative shall have received an opinion, dated the Closing Date, of Mayer, Brown, Rowe & Maw, special counsel to the Transferor and the Bank, satisfactory in form and substance to the Representative and its counsel to the effect that:

(i) The Transferor is a limited liability company in good standing, duly organized and validly existing under the laws of the State of Delaware; the Bank is a national banking association in good standing and validly existing under the laws of the United States of America; and each of the Program Documents to which the Transferor or the Bank is a party constitutes the legal, valid and binding agreement of the Transferor and the Bank, as the case may be, under the laws of New York, enforceable against each such Person in accordance with its terms, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally and the rights of creditors of national banking associations (including, without limitation, the determination pursuant to 12 U.S.C. ss.1821(e) of any liability for the disaffirmance or repudiation of any contract), (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at

law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy.

(ii) This Agreement constitutes the legal, valid and binding obligation of the Transferor and the Bank under the laws of the State of New York, enforceable against the Transferor and the Bank in accordance with its terms, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally and the rights of creditors of national banking associations (including, without limitation, the determination pursuant to 12 U.S.C. ss.1821(e) of any liability for the disaffirmance or repudiation of any contract), (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy.

(iii) The Notes are in due and proper form and when executed, authenticated and delivered as specified in the Indenture, and when delivered against payment of the consideration specified in this Agreement, they will be validly issued and outstanding, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and will be entitled to the benefits of the Indenture, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally, (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy.

(iv) The Collateral Certificate is in due and proper form, and is validly issued and outstanding and entitled to the benefits of the PSA.

(v) The Registration Statement has become effective under the Act, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) thereunder in the manner and within the time period required by Rule 424(b). To the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened or contemplated by the Commission, and the Registration Statement and the Prospectus, and

each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act.

(vi) No approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation by the Bank, the Transferor, WFNMT or the Issuer of the transactions contemplated in the Program Documents, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction inside the United States in connection with the purchase and distribution of the Notes by the Underwriters.

(vii) The statements in the Base Prospectus under the headings "Risk Factors--If a conservator or receiver were appointed for World Financial Network National Bank, delays or reductions in payment of your notes could occur," "Material Legal Aspects of the Receivables," "ERISA Considerations" and "Federal Income Tax Consequences" and the statements in the Prospectus Supplement under the headings "Structural Summary--Tax Status" and "--ERISA Considerations" to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by us and are correct in all material respects.

(viii) This Agreement, the Program Documents, the Collateral Certificate and the Notes conform in all material respects to the descriptions thereof contained in the Prospectus.

(ix) The Indenture has been duly qualified under the TIA and complies as to form with the TIA and the rules and regulations of the Commission thereunder. The Issuer is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, required to be registered under the Investment Company Act of 1940, as amended.

(x) The PSA need not be qualified under the TIA. WFNMT is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, required to be registered under the Investment Company Act of 1940, as amended.

(xi) Subject to the discussion in the Base Prospectus under the heading "Federal Income Tax Consequences," (A) the Notes will properly be characterized as indebtedness and neither WFNMT nor the Issuer will be treated as an association (or publicly traded partnership) taxable as a corporation, for U.S. federal income tax purposes and (B) the issuance of the Notes will not cause or constitute and event in which gain or loss would be recognized by any holder of Notes or Investor Certificates of any outstanding series or class, for U.S. federal income tax purposes.

(xii) For Texas corporate franchise tax purposes, neither WFNMT nor the Issuer will be treated as an entity subject to tax and Noteholders not otherwise subject to Texas corporate franchise tax will not become subject to the Texas corporate franchise tax by reason of their ownership of the Notes, together with such other opinions related thereto as the Representative reasonably requests.

(xiii) The Indenture constitutes the legal, valid and binding obligation of the Issuer under the laws of the State of New York, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally, (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy.

(xiv) Each of the Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations under the Act, except that in each case such counsel need not express any opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and, except as and to the extent set forth in paragraphs (vii) and (viii), such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus.

(xv) If the FDIC were appointed as conservator or receiver for the Bank (a) the FDIC regulation entitled "Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection with a Securitization or Participation," 12 CFR ss.360.6 (the "Rule") would be applicable to the transfers of Receivables by the Bank to the Transferor under the Receivables Purchase Agreement,
(b) under the Rule, the FDIC could not, by exercise of its authority to disaffirm or repudiate contracts under 12 U.S.C. ss.1821(e), reclaim or recover the Receivables or the proceeds thereof from Transferor or the Trust or recharacterize the Receivables or the proceeds thereof as property of the Bank or of the conservatorship or receivership for the Bank, (c) neither the FDIC (acting for itself as a creditor or as representative of the Bank or its shareholders or creditors) nor any creditor of the Bank would have the right, under any bankruptcy or insolvency law applicable in the conservatorship or receivership of the Bank, to avoid the transfers of Receivables by the Bank to the Transferor under the Receivables Purchase Agreement, to recover the Receivables, or to require the Receivables to be turned over to the FDIC or such creditor (including by way of any order consolidating the assets and liabilities of the Transferor with those of the Bank) and (d) there is no other power exercisable by the FDIC as conservator or receiver for the Bank that would permit the FDIC as such conservator or receiver to reclaim or recover the Receivables from the Transferor

or WFNMT or to recharacterize the Receivables as property of the Bank or of the conservatorship or receivership for the Bank; provided, however, that such counsel need not offer any opinion as to whether, in receivership, the FDIC or any creditor of the Bank may reclaim or recover the Receivables from the Transferor or WFNMT, or recharacterize the Receivables as property of the Bank or of the conservatorship or receivership for the Bank, if the Noteholders receive payment of the principal amount of their Notes and the interest earned thereon (at the interest rates specified in respect of such Notes) through the date the Noteholders are so paid.

(xvi) If the FDIC were to be appointed as a conservator or receiver for the Bank a court having jurisdiction over the conservatorship or receivership would (a) hold the transfers of Receivables by the Bank to the Transferor under the Receivables Purchase Agreement to be a true conveyance and not a secured loan or a grant of a security interest to secure a loan and (b) determine that the rights, titles, powers, and privileges of the FDIC as conservator or receiver of the Bank would not extend to the Receivables.

(xvii) Certain matters relating to the transfer of the Receivables from the Bank to the Transferor under the Receivables Purchase Agreement and from the Bank to WFNMT under the PSA, as applicable, together with such other opinions related thereto as the Representative reasonably requests.

(xviii) Certain matters relating to the transfer of the Receivables from the Transferor to WFNMT under the PSA.

(xix) Certain matters relating to the transfer of the Collateral Certificate from the Transferor to the Issuer under the
TSA.

(xx) The perfection of the security interest in favor of the Issuer in the Collateral Certificate and the proceeds thereof.

(xxi) Upon the Indenture Trustee having taken possession of the Collateral Certificate issued by WFNMT, the Program Documents having been executed and delivered and WFNMT having received payment for the Collateral Certificate, the Indenture Trustee became the registered holder of the Collateral Certificate, subject to no Liens of record, together with such other opinions related thereto as the Representative reasonably requests.

Such counsel also shall state that they have participated in conferences with representatives of the Transferor and the Bank and their accountants, the Underwriters and counsel to the Underwriters concerning

the Registration Statement and the Prospectus and have considered the matters to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements (except as stated in paragraphs (vii) and
(viii) above) and based upon and subject to the foregoing, nothing has come to such counsel's attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of the Closing Date, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to, and need not, make any comment in such opinion with respect to the financial statements, supporting schedules and other financial or statistical information contained in the Registration Statement or the Prospectus).

In rendering such opinion, counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York and the United States, to the extent deemed proper and stated in such opinion, upon the opinion of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of the Issuer, the Bank, the Transferor and public officials.

(f) The Representative shall have received from Orrick, Herrington & Sutcliffe LLP, special counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters relating to this transaction as the Representative may require, and the Transferor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g) The Representative shall have received an opinion, dated the Closing Date, of Arter & Hadden, special Ohio counsel for the Transferor and the Bank, satisfactory in form and substance to the Representative and its counsel with respect to (i) certain matters relating to the transfer of the Receivables from the Bank to the Transferor under the Receivables Purchase Agreement and from the Bank to WFNMT under the PSA, as applicable, (ii) the perfection of the security interest in favor of the Transferor and WFNMT, as applicable, in the Receivables and the proceeds thereof and (iii) for Ohio corporate franchise tax purposes or the Ohio dealers intangibles tax, neither WFNMT nor the Issuer will be treated as an entity subject to tax, and (iv) Noteholders not otherwise subject to Ohio corporate franchise tax or Ohio personal income tax will not become subject to the Ohio corporate franchise tax or Ohio personal income tax by reason of their ownership of the Notes.

(h) The Representative shall have received an opinion, dated the Closing Date, of Richards, Layton & Finger, P.A., special Delaware counsel for the Transferor and the Bank, satisfactory in form and substance to the Representative and its counsel with respect to (i) the

perfection of the security interest in favor of WFNMT in the Receivables and the proceeds thereof transferred to WFNMT from the Transferor under the PSA, (ii) the perfection of the security interest in favor of the Issuer in the Collateral Certificate and the proceeds thereof and (iii) the perfection of the security interest in favor of the Indenture Trustee in the Collateral Certificate and the proceeds thereof.

(i) The Representative shall have received a certificate from each of the Transferor and the Bank, dated the Closing Date, of a Treasurer, Vice President or more senior officer of the Transferor or the Bank, as the case may be, in which such officer, to the best of his/her knowledge after reasonable investigation, shall state that (u) the representations and warranties of the Transferor and the Bank, as the case may be, in this Agreement are true and correct on and as of the Closing Date, (v) the Transferor or the Bank, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (w) the representations and warranties of the Transferor or the Bank, as the case may be, contained in this Agreement and the Program Documents to which it is a party are true and correct as of the dates specified herein and therein, (x) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (y) nothing has come to such officers' attention that would lead such officers to believe that the Registration Statement or the Prospectus, and any amendment or supplement thereto, as of its date and as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's credit card business except as set forth in or contemplated by the Prospectus or as described in such certificate.

(j) The Representative shall have received an opinion of Richards, Layton & Finger, P.A., counsel to the Owner Trustee, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that:

(i) Chase is duly incorporated and validly existing as a national banking association in good standing under the laws of the United States of America and had at all relevant times and has currently the power and authority to execute, deliver and perform the Trust Agreement and to consummate the transactions contemplated thereby, and, on behalf of the Issuer, to execute and deliver the Indenture and the TSA (the Indenture and the TSA collectively referred to in this subsection 6(j) as the "Trust Documents") and to consummate the transactions contemplated thereby.

(ii) The Trust Agreement has been duly authorized, executed and delivered by Chase and constitutes a legal, valid and binding obligation of Chase, enforceable against Chase in accordance with its terms.

(iii) The Trust Documents have been duly authorized, executed and delivered by the Owner Trustee on behalf of the Issuer.

(iv) Neither the execution, delivery or performance by Chase of the Trust Agreement or, as Owner Trustee on behalf of the Issuer, of the Trust Documents, nor the consummation of any of the transactions by Chase or the Owner Trustee, as the case may be, contemplated thereby, required or requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware or the United States of America governing the banking or trust powers of Chase.

(v) Neither the execution, delivery and performance by Chase of the Trust Agreement or, as Owner Trustee on behalf of the Issuer, of the Trust Documents, nor the consummation of any of the transactions by Chase or the Owner Trustee, as the case may be, contemplated thereby, is in violation of the articles of association or bylaws of Chase or of any law, governmental rule or regulation of the State of Delaware or of the United States of America governing the banking or trust powers of Chase or, to such counsel's knowledge, without independent investigation, any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which it is a party or by which it is bound or, to such counsel's knowledge, without independent investigation, or any judgment or order applicable to Chase.

(vi) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of Delaware was or is required by or with respect to Chase, in its individual capacity or as Owner Trustee, as the case may be, for the valid execution and delivery of the Trust Agreement or, as Owner Trustee on behalf of the Issuer, of the Trust Documents, or for the validity or enforceability thereof (other than the filing of the certificate of trust, which certificate of trust has been duly filed).

(vii) To such counsel's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Owner Trustee before any court or other governmental authority which, if adversely determined, would materially and adversely affect the ability of the Owner Trustee to carry out the transactions contemplated by the Trust Agreement.

(k) The Representative shall have received an opinion of Richards, Layton & Finger, special Delaware counsel to the Issuer, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that:

(i) The Issuer has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. 3801 et seq. (referred to in this subsection 6(k) as the "Trust Act").

(ii) The Trust Agreement is a legal, valid and binding obligation of the Transferor and the Owner Trustee, enforceable against the Transferor and the Owner Trustee, in accordance with its terms.

(iii) Under the Trust Act and the Trust Agreement, the execution and delivery of the TSA and the Indenture (the TSA and the Indenture collectively referred to in this subsection 6(k) as the "Trust Documents"), the issuance of the Notes, and the granting of the Collateral to the Indenture Trustee as security for the Notes has been duly authorized by all necessary trust action on the part of the Issuer.

(iv) Under the Trust Act and the Trust Agreement, the Issuer has (i) the trust power and authority to execute, deliver and perform its obligations under the Trust Documents and the Notes, and
(ii) duly authorized, executed and delivered such agreements and obligations.

(v) The Transferor Interest is entitled to the benefits of the Trust Agreement.

(vi) Neither the execution, delivery and performance by the Issuer of the Trust Documents or the Notes, nor the consummation by the Issuer of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Delaware Secretary of State (which Certificate of Trust has been duly filed) and the filing of any UCC financing statements with the Delaware Secretary of State pursuant to the Indenture.

(vii) Neither the execution, delivery and performance by the Issuer of the Trust Documents, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule, or regulation of the State of Delaware applicable to the Issuer.

(viii) Under Section 3805(b) of the Act, no creditor of the holder of the beneficial interest in the Trust shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement.

(ix) Under Sections 3808(a) and (b) of the Act, the Issuer may not be terminated or revoked by the holder of the beneficial interest in the Trust, and the dissolution, termination or bankruptcy of the holder of the beneficial interest in the Trust shall not result in the termination or dissolution of the Issuer, except to the extent otherwise provided in the Trust Agreement.

(x) The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Issuer to qualify as a business trust under the Act.

(xi) With respect to the Issuer and the Receivables: (a) there is no document, stamp, excise or other similar tax imposed by the State of Delaware upon the perfection of a security interest in the Collateral Certificate or the Receivables, in the transfer of Collateral Certificate or the Receivables to or from the Issuer or the WFNMT or upon the issuance of Collateral Certificate or the Notes; (b) there is no personal property tax imposed by the State of Delaware upon or measured by the corpus of the Issuer or the WFNMT;
(c) the characterization of the Issuer and the WFNMT for federal income tax purposes will be determinative of the characterization of the Issuer and the WFNMT for Delaware income tax purposes and assuming that the Issuer and the WFNMT will not be taxed as associations or as publicly traded partnerships for federal income tax purposes, neither of the Issuer nor the WFNMT will be subject to Delaware income tax and Noteholders who are not otherwise subject to Delaware income tax will not be subject to tax by reason of their ownership of the Notes and the receipt of income therefrom; and (d) any income tax imposed by the State of Delaware that might be applicable to the Issuer would be based upon "federal taxable income," and for the purposes of determining such income, the characterization of such income for federal income tax purpose will be determinative, whether the characterization of the transaction is that of a sale or a loan.

(xii) The Transferor is the sole beneficial owner of the Issuer.

(l) The Representative shall have received an opinion of Emmet, Marvin & Martin, counsel to the Indenture Trustee, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that:

(i) The Indenture Trustee is organized and validly existing as an Illinois banking corporation in good standing under the laws of the State of Illinois and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture.

(ii) The acknowledgment by the Indenture Trustee of the TSA has been duly authorized, executed and delivered by the Indenture Trustee. The Indenture Trustee has duly authorized, executed and delivered the Indenture. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Indenture is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, subject to bankruptcy and insolvency laws and general principles of equity.

(iii) The Indenture Trustee has duly executed and authenticated the Notes.

(iv) The Indenture Trustee is duly authorized and empowered to exercise trust powers under applicable law.

(v) None of (x) the execution and authentication of the Notes,
(y) the acknowledgment of the TSA or (z) the execution, delivery and performance of the Indenture by the Indenture Trustee conflicts with or will result in a violation of (A) any law or regulation of the United States of America or the States of Illinois governing the banking or trust powers of the Indenture Trustee or (B) the organization certificate or bylaws of the Indenture Trustee.

(vi) No approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of Illinois having jurisdiction over the banking or trust powers of the Indenture Trustee was or is required in connection with the execution and delivery by the Indenture Trustee of the Indenture or the performance by the Indenture Trustee of the terms of the Indenture or the acknowledgment of the TSA.

(m) The Representative shall have received an opinion of Emmet, Marvin & Martin, counsel to the WFNMT Trustee, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that:

(i) The WFNMT Trustee is organized and validly existing as an Illinois banking corporation in good standing under the laws of the State of Illinois and is authorized and qualified to accept the trusts imposed by the PSA and to act as WFNMT Trustee under the PSA.

(ii) The WFNMT Trustee has duly authorized, executed and delivered the PSA. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the PSA is the legal, valid and binding obligation of the WFNMT Trustee, enforceable against the WFNMT Trustee in accordance with its terms, subject to bankruptcy and insolvency laws and general principles of equity.

(iii) The WFNMT Trustee has duly executed and authenticated the Collateral Certificate.

(iv) The WFNMT Trustee is duly authorized and empowered to exercise trust powers under applicable law.

(v) None of (y) the execution and authentication of the Collateral Certificate, and (z) the execution, delivery and performance of the PSA by the WFNMT Trustee conflicts with or will result in a violation of (A) any law or regulation of the United States of America or the States of Illinois governing the banking or trust powers of the WFNMT Trustee or (B) the organization certificate or bylaws of the WFNMT Trustee.

(vi) No approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of Illinois having jurisdiction over the banking or trust powers of the WFNMT Trustee was or is required in connection with the execution and delivery by the WFNMT Trustee of the PSA or the performance by the WFNMT Trustee of the terms of the PSA.

(n) The Representative shall have received reliance letters addressed to the Representative, dated the Closing Date, allowing the Representative to rely on each opinion of counsel delivered to a Rating Agency, the Indenture Trustee, the Transferor or the Bank in connection with the issuance of the Notes.

(o) The Representative shall have received an opinion of Spencer, Fane, Britt & Browne, special Kansas counsel to the Issuer, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that (i) if WFNMT or the Issuer were determined to be a foreign corporation or a foreign business trust, it would be subject to an annual Kansas franchise tax up to a maximum of $2,500 per year, but only if it either (A) qualifies or registers to do business in the State of Kansas or (B) transacts business in the State of Kansas and if WFNMT or the Issuer were determined not to be one of these entitites, it will not be subject to Kansas franchise tax; (ii) for Kansas income tax purposes, neither WFNMT nor the Issuer will be treated as an entity subject to tax; and (iii) Noteholders not otherwise subject to Kansas income tax or Kansas franchise tax will not become subject to the Kansas income tax or Kansas franchise tax by reason of their ownership of the Notes, together with such other opinions related thereto as the Representative reasonably requests.

(p) The Representative shall have received an opinion of Senn, Lewis & Visciano, special Colorado counsel to the Issuer, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that (i) for Colorado income tax purposes, neither WFNMT nor the Issuer will be treated as an entity subject to tax and (ii) Noteholders, not otherwise subject to Colorado income tax, will not become subject to the Colorado income tax by reason of their ownership of the Notes, together with such other opinions related thereto as the Representative reasonably requests.

(q) The Representative shall have received an opinion of Cozen and O'Connor, special New Jersey counsel to the Issuer, dated the Closing Date, satisfactory in form and substance to the Representative and its counsel, to the effect that (i) for New Jersey corporation business tax purposes or New Jersey gross income tax purposes, neither WFNMT nor the Issuer will be treated as an entity subject to tax and (ii) Noteholders, not otherwise subject to New Jersey corporation business tax, New Jersey gross income tax or New Jersey personal income tax, will not become subject to the New Jersey corporation business tax, New Jersey gross income tax or New Jersey personal income tax by reason of their ownership of the Notes, together with such other opinions related thereto as the Representative reasonably requests.

(r) The Representative shall have received evidence satisfactory to the Representative that the Class A Notes shall be rated "Aaa" by Moody's Investors Service, Inc. ("Moody's"), "AAA" by Standard & Poor's Ratings Services ("Standard & Poor's") and "AAA" by Fitch, Inc. ("Fitch"), that the Class B Notes shall be rated no lower than "A1" by Moody's, "A" by Standard & Poor's and "A+" by Fitch, and that the Class C Notes shall be rated no lower than "Baa2" by Moody's, "BBB" by Standard & Poor's and "BBB" by Fitch.

The Transferor will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably request.

7. Indemnification and Contribution.

(a) The Transferor and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the 1934 Act from and against any losses, claims, damages or liabilities, joint or several, to which the Underwriters or any of them may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the 1934 Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Transferor and the Bank will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Class A Underwriters' Information, the Class B Underwriters' Information or the Class C Underwriter's Information; provided further, that the Transferor and the Bank will not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any preliminary prospectus to the extent that any loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Notes to a Person as to whom it is established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act if the Transferor or the Bank notified the Representative in writing in accordance with Section 5(a) hereof and previously furnished copies of the Prospectus (excluding documents incorporated by reference) in the quantity requested in accordance with Section 5(d) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the preliminary prospectus and corrected in the Prospectus or the Prospectus as then amended or supplemented.

(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of
Section 15 of the Act or Section 20 of the 1934 Act, against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that, with respect to each of the Class A Underwriters, the Class B Underwriters and the Class C Underwriter, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Class A Underwriters' Information, the Class B Underwriters' Information or the Class C Underwriter's Information, respectively, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor and the Bank in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under this section of notice of the commencement of any action or the assertion by a third party of a claim, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent of any prejudice to such indemnifying party arising from such failure to provide such notice. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Notes. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transferor and the Bank or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notes. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) The obligations of the Transferor and the Bank under this
Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act.

8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of

the Transferor and the Bank or their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Transferor, the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated or if for any reason other than default by the Underwriters the purchase of the Notes by the Underwriters is not consummated, the Transferor and the Bank shall remain responsible for the expenses to be paid by them pursuant to Section 5 and the respective obligations of the Transferor, the Bank and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated other than solely because of the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Transferor and the Bank will reimburse the Underwriters for all out-of-pocket expenses reasonably incurred by them in connection with the offering of the Notes.

9. Computational Materials and ABS Term Sheets.

(a) Each Underwriter, severally, represents and warrants to the Transferor and the Bank that it has not and will not use any information that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994), with respect of the offering of the Notes.

(b) Each Underwriter, severally, represents and warrants to the Transferor and the Bank that it has not and will not use any information that constitutes "ABS Term Sheets," as defined in the Commission's No-Action Letter, dated February 17, 1995, addressed to the Public Securities Association, with respect to the offering of the Notes.

10. Obligations of the Underwriters.

(a) Each Underwriter represents and agrees that it has not and will not, directly or indirectly, offer, sell or deliver any of the Notes or distribute the Prospectus or any other offering materials relating to the Notes in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations thereof and that, to the best of its knowledge and belief, will not impose any obligations on the Transferor, the Bank or the Issuer except as set forth herein.

(b) Each Underwriter further represents and agrees that it will not, in connection with the initial distribution of the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes unless either (i) the Notes so transferred, together with any other securities issued by the Transferor, the Bank, any of their affiliates or any trust to which the Transferor or the Bank transfers receivables, make up less than 10% of the assets of such special purpose vehicle or (ii)

the Bank gives its prior written consent to such conveyance, which consent shall not be unreasonably withheld.

11. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in Schedule A hereto bear to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Notes set forth in Schedule A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Transferor or the Bank. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representative shall determine in order that the required changes in the Registration Statement and Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter for its liability, if any, to the Transferor and the Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to:

J.P. Morgan Securities Inc. 270 Park Avenue
New York, New York 10017 Attention: William Haley

13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

14. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

15. Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Transferor and the Bank that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") and the Public Offers of Securities Regulations

1995 (the "Regulations") with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer; and
(c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Notes will not offer or sell any Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations.

16. Representative. The representative will act for the several Underwriters in connection with this Agreement and the transactions contemplated hereby and any action undertaken under this Agreement taken by the Representatives will be binding upon the Underwriters.

[Signature Page Follows]

If you are in agreement with the foregoing, please sign two counterparts hereof and return one to the Transferor whereupon this letter and your acceptance shall become a binding agreement among the Transferor, the Bank and the Underwriters.

Very truly yours,

WFN CREDIT COMPANY, LLC

By     /s/Robert P. Armiak
       ---------------------------------------
Name:  Robert P. Armiak, CCM
Title: Sr. Vice President, Treasurer

WORLD FINANCIAL NETWORK NATIONAL BANK

By     /s/Robert P. Armiak
       ---------------------------------------
Name:  Robert P. Armiak, CCM
Title: Sr. Vice President, Treasurer

The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof

J.P. MORGAN SECURITIES INC.
as Representative of the
Underwriters set forth herein

By      /s/William Haley
        ----------------------------
Name:   William Haley
Title:  Managing Director

SCHEDULE A

Class A Notes

Underwriters                                  Principal Amount of
-------------                                 Class A Notes
                                              -------------

J.P. Morgan Securities Inc.                   $ 93,600,000

Wachovia Securities, Inc.                     $ 93,600,000

Banc One Capital Markets, Inc.                $ 93,600,000

Barclays Capital Inc.                         $ 93,600,000

Credit Suisse First Boston Corporation        $ 93,600,000
                                              -------------
     Total                                    $ 468,000,000
                                              =============

                                  Class B Notes
                                  -------------
Underwriters                                  Principal Amount of
------------                                  Class B Notes
                                              -------------

J.P. Morgan Securities Inc.                   $ 25,500,000

Wachovia Securities, Inc.                     $ 25,500,000
                                              ------------
     Total                                    $ 51,000,000
                                              ============


                                  Class C Notes
                                  -------------

Underwriter                                   Principal Amount of
                                              Class C Notes
                                              -------------

J.P. Morgan Securities Inc.                   $ 81,000,000
                                              ------------
     Total                                    $ 81,000,000
                                              ============

EXHIBIT 4.1

EXECUTION COPY

WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST

Issuer

And

BNY MIDWEST TRUST COMPANY

Indenture Trustee

Series 2002-A INDENTURE SUPPLEMENT

Dated as of November 7, 2002

                                                     TABLE OF CONTENTS

ARTICLE I.            Creation of the Series 2002-A Notes........................................................1

         Section 1.1           Designation.......................................................................1

ARTICLE II.           Definitions................................................................................1

         Section 2.1           Definitions.......................................................................1

ARTICLE III.          Noteholder Servicing Fee..................................................................17

         Section 3.1           Servicing Compensation...........................................................17

         Section 3.2           Representations and Warranties...................................................17

ARTICLE IV.           Rights of Series 2002-A Noteholders and Allocation and Application of Collections.........17

         Section 4.1           Collections and Allocations......................................................17

         Section 4.2           Determination of Monthly Interest................................................20

         Section 4.3           Determination of Monthly Principal...............................................22

         Section 4.4           Application of Available Finance Charge Collections and
                               Available Principal Collections..................................................22

         Section 4.5           Investor Charge-Offs.............................................................25

         Section 4.6           Reallocated Principal Collections................................................25

         Section 4.7           Excess Finance Charge Collections................................................25

         Section 4.8           Shared Principal Collections.....................................................26

         Section 4.9           Certain Series Accounts..........................................................26

         Section 4.10          Reserve Account..................................................................28

         Section 4.11          Cash Collateral Account..........................................................30

         Section 4.12          Spread Account...................................................................31

         Section 4.13          Investment Instructions..........................................................33

         Section 4.14          Controlled Accumulation Period...................................................34

         Section 4.15          Suspension of Controlled Accumulation Period.....................................34

         Section 4.16          Determination of LIBOR...........................................................36

         Section 4.17          Swaps............................................................................36

ARTICLE V.            Delivery of Series 2002-A Notes; Distributions; Reports to Series 2002-A Noteholders......37

         Section 5.1           Delivery and Payment for the Series 2002-A Notes.................................37

         Section 5.2           Distributions....................................................................37

         Section 5.3           Reports and Statements to Series 2002-A Noteholders..............................38

ARTICLE VI.           Series 2002-A Early Amortization Events...................................................38

         Section 6.1           Series 2002-A Early Amortization Events..........................................38

ARTICLE VII.          Redemption of Series 2002-A Notes; Final Distributions; Series Termination................40

         Section 7.1           Optional Redemption of Series 2002-A Notes; Final Distributions..................40

         Section 7.2           Series Termination...............................................................42

ARTICLE VIII.         Miscellaneous Provisions..................................................................42

         Section 8.1           Ratification of Indenture; Amendments............................................42

         Section 8.2           Form of Delivery of the Series 2002-A Notes......................................42

         Section 8.3           Counterparts.....................................................................42

         Section 8.4           GOVERNING LAW....................................................................42

         Section 8.5           Limitation of Liability..........................................................42

         Section 8.6           Rights of the Indenture Trustee..................................................43

         Section 8.7           Additional Provisions............................................................43

         Section 8.8           Additional Requirements for Registration of and Limitations on
                               Transfer and Exchange of Notes...................................................43

EXHIBITS

EXHIBIT A-1.......FORM OF CLASS A NOTE
EXHIBIT A-2.......FORM OF CLASS B NOTE
EXHIBIT A-3.......FORM OF CLASS C NOTE
EXHIBIT B.........FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
         .........NOTIFICATION TO INDENTURE TRUSTEE
EXHIBIT C.........FORM OF MONTHLY NOTEHOLDERS' STATEMENT
EXHIBIT D.........FORM OF MONTHLY SERVICER'S CERTIFICATE
EXHIBIT E-1.......FORM OF CLASS A SWAP
EXHIBIT E-2.......FORM OF CLASS B SWAP
EXHIBIT E-3.......FORM OF CLASS C SWAP

SCHEDULE I        PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

SERIES 2002-A INDENTURE SUPPLEMENT, dated as of November 7, 2002 (the "Indenture Supplement"), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a business 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 (the "Indenture"), between the Issuer and the Indenture Trustee (the Indenture, 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 2002-A Notes

Section 1.1 Designation.

(a) There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as "World Financial Network Credit Card Master Note Trust, Series 2002-A" or the "Series 2002-A Notes." The Series 2002-A Notes shall be issued in three Classes, known as the "Class A Series 2002-A Floating Rate Asset Backed Notes," the "Class B Series 2002-A Floating Rate Asset Backed Notes," and the "Class C Series 2002-A Floating Rate Asset Backed Notes."

(b) Series 2002-A shall be included in Group One and shall be a Principal Sharing Series. Series 2002-A shall be an Excess Allocation Series with respect to Group One only. Series 2002-A shall not be subordinated to any other Series.

ARTICLE II

Definitions

Section 2.1 Definitions.

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

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

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

"Additional Minimum Transferor Amount" means (a) as of any date of determination falling in November, December and January of each calendar year, the product of (i) 2% and (ii) the sum of (A) the Aggregate Principal Receivables and (B) if such date of determination occurs prior to the Certificate Trust Termination Date, the amount on deposit in the Excess Funding Account and (b) as of any date of determination falling in any other month, zero; provided that the amount specified in clause (a) shall be without duplication with the amount specified as the "Additional Minimum Transferor Amount" in the supplements to the Pooling and Servicing Agreement relating to the Series 1996-VFC Certificates and Series 1996-B Certificates issued by the Certificate Trust (or in any future supplement to the Pooling and Servicing Agreement that specifies such an amount and indicates that such amount is without duplication of the amount specified in clause (a)) and in the Indenture Supplement relating to the Series 2001-A Notes (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 numerator used for purposes of allocating Principal Collections to Series 2002-A at any time if (x) the Rating Agency Condition shall have been satisfied with respect to such reduction and (y) the Transferor shall have delivered to the Indenture Trustee an Officer's Certificate to the effect, based on the facts known to such officer at that time, in the reasonable belief of the Transferor, such designation will not cause an Early Amortization Event or an event that, after the giving of notice or the lapse of time, would cause an Early Amortization Event to occur with respect to Series 2002-A, and

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

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

"Available Finance Charge Collections" means, for any Monthly Period, an amount equal to the sum of (a) the Investor Finance Charge Collections for such Monthly Period, plus (b) the Excess Finance Charge Collections allocated to Series 2002-A for such Monthly Period, plus (c) Principal Accumulation Investment Proceeds, if any, with respect to the related Transfer Date, plus (d) interest and earnings on funds on deposit in the Reserve Account, Cash Collateral Account and Spread Account which will be deposited into the Finance Charge Account on the related Transfer Date to be treated as Available Finance Charge Collections pursuant to subsections 4.10(b), 4.11(b) and 4.12(b), respectively, plus (e) amounts, if any, to be withdrawn from the Reserve Account which will be deposited into the Finance Charge Account on the related Transfer Date to be treated as Available Finance Charge Collections pursuant to subsection 4.10(d), plus (f) any Net Swap Receipts for the related Distribution Date.

"Available Principal Collections" means, for any Monthly Period, an amount equal to the sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.6 are required to be applied on the related Distribution Date, plus (c) any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on deposit in the Excess Funding Account that are allocated to Series 2002-A for application as Shared Principal Collections), plus (d) the aggregate amount to be treated as Available Principal Collections pursuant to subsections 4.4(a)(v) and (vi) for the related Distribution Date.

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

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

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

"Cash Collateral Account" is defined in Section 4.11(a)

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

"Class A Counterparty" means 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/B Expected Principal Payment Date" means October 15, 2007.

"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 $468,000,000.

"Class A Note Interest Rate" means a per annum rate of 0.43% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Distribution Period.

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

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

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

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

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

"Class A Swap Rate" means 3.52% per annum.

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

"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(b).

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

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

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

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

"Class B Note Initial Principal Balance" means $51,000,000.

"Class B Note Interest Rate" means a per annum rate of 1.25% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Distribution Period.

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

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

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

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

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

"Class B Swap Rate" means 3.52% per annum.

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

"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 4.19.

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

"Class C Expected Principal Payment Date" means November 15, 2007.

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

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

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

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

"Class C Note Initial Principal Balance" means $81,000,000.

"Class C Note Interest Rate" means a per annum rate of 2.95% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Distribution Period.

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

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

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

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

"Class C Swap Rate" means 3.56% per annum.

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

"Closing Date" means November 7, 2002.

"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 2002-A Noteholders (other than any principal payments made from funds on deposit in the Spread Account), minus (c) the balance on deposit in the Principal Accumulation Account, minus (d) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts pursuant to subsection 4.4(a)(vi) prior to such date.

"Controlled Accumulation Amount" means, (a) for any Transfer Date with respect to the Controlled Accumulation Period occurring prior to the October 2007 Distribution Date, $43,250,000 and (b) on the Transfer Date immediately preceding the Class C Expected Principal Payment Date, the Class C Note Principal Balance; provided, however, that if the Controlled Accumulation Period Length is determined to be less than 12 months pursuant to Section 4.14 or 4.15, the amount described in clause (a) of this definition shall be equal to (i) the sum of the Class A Note Initial Principal Balance and the Class B Note Initial Principal Balance divided by
(ii) the Controlled Accumulation Period Length; provided, further, that the Controlled Accumulation Amount for any Distribution Date shall not exceed the Note Principal Balance minus any amount already on deposit in the Principal Accumulation Account on such Transfer Date.

"Controlled Accumulation Period" means, unless an Early Amortization Event shall have occurred prior thereto, the period commencing at the opening of business on October 1, 2006 or such later date as is determined in accordance with Sections 4.14 and 4.15, and ending on the first to occur of (a) the commencement of the Early Amortization Period and
(b) the Series Termination Date.

"Controlled Accumulation Period Length" is defined in subsection 4.14.

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

"Counterparty" means the Class A Counterparty, the Class B Counterparty or the Class C Counterparty.

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

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

"Defaulted Account" means an Account in which there are Defaulted Receivables.

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

"Dilution" means any downward adjustment made by Servicer in the amount of any Receivable (a) because of a rebate, refund, unauthorized charge, fraudulent or counterfeit charge 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 (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 December 16, 2002 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 2002-A Early Amortization Event is deemed to occur and ending on the Series Termination Date.

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

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

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

"Finance Charge Collections" means Collections of Finance Charge Receivables.

"Finance Charge Shortfall" is defined in Section 4.7.

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

"Initial Collateral Amount" means $600,000,000.

"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 2002-A pursuant to subsection 4.1(b)(i) for such Monthly Period.

"Investor Principal Collections" means, for any Monthly Period, an amount equal to the aggregate amount of Principal Collections retained or deposited in the Principal Account for Series 2002-A pursuant to subsection 4.1(b)(ii) for such Monthly Period.

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

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

"LIBOR Determination Date" means (i) November 5, 2002 for the period from and including the Closing Date through and including December 15, 2002 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 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 December 2002 Distribution Date shall mean the period from and including the Closing Date to and including the last day of November 2002.

"Monthly Principal" is defined in Section 4.3.

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

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

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

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

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

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

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

"Noteholder Servicing Fee" is defined in Section 3.1.

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

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

"Principal Account" is defined in subsection 4.9(a).

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

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

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

"Principal Collections" means Collections of Principal Receivables.

"Principal Shortfall" is defined in Section 4.8.

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

"Quarterly Excess Spread Percentage" means (a) with respect to the December 2002 Distribution Date, the Excess Spread Percentage for such Distribution Date, (b) with respect to the January 2003 Distribution Date, the percentage equivalent of a fraction the numerator of which is the sum of (i) the Excess Spread Percentage for the December 2002 Distribution Date and (ii) the Excess Spread Percentage with respect to the January 2003 Distribution Date and the denominator of which is two, (c) with respect to the February 2003 Distribution Date, the percentage equivalent of a fraction the numerator of which is the sum of (i) the Excess Spread Percentage for the December 2002 Distribution Date (ii) the Excess Spread Percentage with respect to the January 2003 Distribution Date and (iii) the Excess Spread Percentage with respect to the February 2003 Distribution Date and the denominator of which is three and (d) with respect to the March 2003 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 2002-A Noteholders, plus (iii) the amount of Additional Interest, if any, for the related Distribution Date and any Additional Interest previously due but not distributed to the Series 2002-A Noteholders on a prior Distribution Date.

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

"Required Cash Collateral Amount" means, for any Transfer Date, the greatest of (a) an amount equal to 2.5% of the Collateral Amount (after taking into account deposits to the Principal Accumulation Account on such Transfer Date and payments to be made on the related Distribution Date),
(b) $15,000,000 and (c) for any Transfer Date occurring on or after the commencement of the Early Amortization Period, an amount equal to 2.5% of the Collateral Amount as of the close of business on the last day of the Revolving Period; provided that the Required Cash Collateral Amount will never exceed 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); and provided, further, that the Transferor may reduce the Required Cash Collateral Amount at any time if the Indenture Trustee has been provided evidence that the Rating Agency Condition has been satisfied.

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

"Required Reserve Account Amount" means, for any Transfer Date on or after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the sum of the Class A Note Principal Balance and the Class B Note Principal Balance or (b) any other amount designated by the Transferor; provided, however, that if such designation is of a lesser amount, the Transferor shall (i) provide the Servicer and the Indenture Trustee with evidence that the Rating Agency Condition shall have been satisfied and
(ii) deliver to the Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of the Transferor, such designation will not cause an Early Amortization Event or an event that, after the giving of notice or the lapse of time, would cause an Early Amortization Event to occur with respect to Series 2002-A.

"Required Retained Transferor Percentage" means, for purposes of Series 2002-A, 4%.

"Required Spread Account Amount" means, for any Distribution Date,
(a) the product of (i) the Spread Account Percentage in effect on such date and (ii) during (x) the Revolving Period, the Collateral Amount, and (y) thereafter, the Collateral Amount as of the last day of the Revolving Period; provided that after the occurrence of an Event of Default resulting in acceleration of the Series 2002-A Notes, the Required Spread Account Amount shall equal the Note Principal Balance (after taking into account any payments to be made on such Distribution Date); and provided, further, that, except as described in the preceding proviso following the acceleration of the Series 2002-A 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.

"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 or Class 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 2002-A" means the Series of Notes the terms of which are specified in this Indenture Supplement.

"Series 2002-A Early Amortization Event" is defined in Section 6.1.

"Series 2002-A Final Maturity Date" means the August 2011 Distribution Date.

"Series 2002-A Note" means a Class A Note, a Class B Note or a Class C Note.

"Series 2002-A Noteholder" means a Class A Noteholder, a Class B Noteholder or a Class C Noteholder.

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

"Series Servicing Fee Percentage" means 2% per annum.

"Series Termination Date" means the earliest to occur of (a) the date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the Series 2002-A Final Maturity Date.

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

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

"Spread Account" is defined in subsection 4.12(a).

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

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

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

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

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

(d) if an Early Amortization Event is deemed to occur with respect to Series 2002-A, the Spread Account Percentage shall be 13.5%.

"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).

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

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

(b) Each capitalized term defined herein shall relate to the Series 2002-A Notes and no other Series of Notes issued by the Trust, unless the context otherwise requires. All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in Annex A to the Master Indenture.

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

ARTICLE III.

Noteholder Servicing Fee

Section 3.1 Servicing Compensation. The share of the Servicing Fee allocable to Series 2002-A for any Transfer Date (the "Noteholder Servicing Fee") shall be equal to one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date; provided, however, that with respect to the first Transfer Date, the Noteholder Servicing Fee shall be equal to $800,000. 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 2002-A Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the noteholders of any other Series.

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

ARTICLE IV.

Rights of Series 2002-A Noteholders and Allocation and Application of Collections

Section 4.1 Collections and Allocations

(a) Allocations. Finance Charge Collections, Principal Collections and Defaulted Receivables allocated to Series 2002-A pursuant to Article VIII of the Indenture shall be allocated and distributed as set forth in this Article.

(b) Allocations to the Series 2002-A Noteholders. The Servicer shall on the Date of Processing, allocate to the Series 2002-A Noteholders the following amounts as set forth below:

(i) Allocations of Finance Charge Collections. The Servicer shall allocate to the Series 2002-A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and shall deposit such amount into the Finance Charge Account, provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.1(b)(ii) and deposited pursuant to Section 4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the "Target Amount") of (A) the Net Interest Obligation for the related Distribution Date, (B) if WFN is not the Servicer, the Noteholder Servicing Fee (and if WFN is the Servicer, then amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (B) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), (C) any amount required to be deposited in the Reserve Account, the Spread Account and the Cash Collateral Account on the related Transfer Date and (D) if the Excess Spread Percentage for the preceding Monthly Period was less than 3%, the sum of Default Amounts and any Uncovered Dilution Amounts for the portion of the current Monthly Period that has elapsed through such Date of Processing; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Servicer, then (x) Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days of receiving such notice Transferor shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, if on any Transfer Date the Transferor Amount is less than the Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, Transferor shall, on that Transfer Date, deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(v) and (vi) but are not available from funds in the Finance Charge Account as a result of the operation of second preceding proviso.

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 2002-A Noteholders the following amounts as set forth below:

(x) Allocations During the Revolving Period.

(1) During the Revolving Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing, shall be allocated to the Series 2002-A Noteholders and first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest.

(2) With respect to each Monthly Period falling in the Revolving Period, to the extent that Collections of Principal Receivables allocated to the Series 2002-A Noteholders pursuant to this subsection 4.1(b)(ii) are paid to Transferor, Transferor shall make an amount equal to the Reallocated Principal Collections for the related Transfer Date available on that Transfer Date for application in accordance with Section 4.6.

(y) Allocations During the Controlled Accumulation Period. During the Controlled Accumulation Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing (the product for any such date is hereinafter referred to as a "Percentage Allocation") shall be allocated to the Series 2002-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount during the Controlled Accumulation 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 2002-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest.

(c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2002-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)).

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

Section 4.2 Determination of Monthly Interest.

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

On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the "Class A Deficiency Amount"), of (x) the aggregate amount accrued pursuant to this Section 4.2(a) as of the prior Distribution Date over (y) the amount actually

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(x) on a pari passu basis (A) an amount equal to any partial or early termination payments or other additional payments owed to the Class A Counterparty under the Class A Swap shall be paid to the Class A Counterparty, (B) an amount equal to any partial or early termination payments or other additional payments owed to the Class B Counterparty under the Class B Swap shall be paid to the Class B Counterparty and (C) an amount equal to any partial or early termination payments or other additional payments owed to the Class C Counterparty under the Class C Swap shall be paid to the Class C Counterparty;

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

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

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

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

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

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

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

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

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

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

(e) On the earlier to occur of (i) the first Transfer Date with respect to the Early Amortization Period and (ii) the Transfer Date immediately preceding the Class A/B Expected Principal Payment Date, the Indenture Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Principal Accumulation Account and deposit into the Distribution Account amounts necessary to pay first, to the Class A Noteholders, until paid in full, second, to the Class B Noteholders, until paid in full, and, if the Early Amortization Period has commenced, any remainder to the Class C Noteholders, the amounts deposited into the Principal Accumulation Account pursuant to subsection 4.4(c)(i). On the Class C Expected Principal Payment Date, if the Early Amortization Period has not commenced, the Indenture Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Principal Accumulation Account and deposit into the Distribution Account for payment to the Class C Noteholders the amounts deposited into the Principal Accumulation Account pursuant to subsection 4.4(c)(i) on the related Transfer Date. The Indenture Trustee, acting in accordance with the instructions of the Servicer, shall in accordance with Section 5.2 pay from the Distribution Account to the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, as applicable, the amounts deposited for the account of such Noteholders into the Distribution Account pursuant to this subsection 4.4(e).

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

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

Section 4.7 Excess Finance Charge Collections. Series 2002-A shall be an Excess Allocation Series with respect to Group One only. For this purpose, each outstanding series of certificates issued by World Financial Network Master Trust (other than series represented by the Collateral Certificate) shall be deemed to be a Series in Group One. Subject to Section 8.6 of the Indenture, Excess Finance Charge Collections with respect to the Excess Allocation Series in Group One for any Transfer Date will be allocated to Series 2002-A in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge Collections with respect to all the Excess

Allocation Series in Group One for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2002-A for such Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series in Group One for such Distribution Date. The "Finance Charge Shortfall" for Series 2002-A for any Distribution Date will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to subsections 4.4(a)(i) through (xi) on such Distribution Date over (b) the Available Finance Charge Collections with respect to such Distribution Date (excluding any portion thereof attributable to Excess Finance Charge Collections).

Section 4.8 Shared Principal Collections. Subject to Section 4.4 of the Pooling and Servicing Agreement and Section 8.5 of the Indenture, Shared Principal Collections allocable to Series 2002-A on any Transfer Date will be equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series for such Transfer Date and (y) a fraction, the numerator of which is the Principal Shortfall for Series 2002-A for such Transfer Date and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series for such Transfer Date. For this purpose, each outstanding series of certificates issued by World Financial Network Master Trust (other than series represented by the Collateral Certificate) shall be deemed to be a Principal Sharing Series. The "Principal Shortfall" for Series 2002-A will be equal to (a) for any Transfer Date with respect to the Revolving Period or the Early Amortization Period, zero, and (b) for any Transfer Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such Transfer Date over the amount of Available Principal Collections for such Transfer Date (excluding any portion thereof attributable to Shared Principal Collections).

Section 4.9 Certain Series Accounts.

(a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Noteholders, four segregated trust accounts with such Eligible Institution (the "Finance Charge Account", the "Principal Account", the "Principal Accumulation Account" and the "Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-A Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Finance Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution Account and in all proceeds thereof. The Finance Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2002-A Noteholders. If at any time the institution holding the Finance Charge Account, the

Principal Account, the Principal Accumulation Account and the Distribution Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Finance Charge Account, a new Principal Account, a new Principal Accumulation Account and a new Distribution Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Finance Charge Account, new Principal Account, new Principal Accumulation Account and new Distribution Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Finance Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date
(from and after the commencement of the Controlled Accumulation Period)
prior to the termination of the Principal Accumulation Account, make deposits into the Principal Accumulation Account in the amounts specified in, and otherwise in accordance with, subsection 4.4(c)(i). Indenture Trustee at all times shall maintain accurate records reflecting each transaction in the Finance Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution Account.

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

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

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

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

Section 4.10 Reserve Account.

(a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Series 2002-A Noteholders, a segregated trust account (the "Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-A Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2002-A Noteholders. If at any time the institution holding the Reserve Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Reserve Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Reserve Account. The Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account, make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.4(a)(viii).

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

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

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

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

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

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

(f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the first Transfer Date relating to the Early Amortization Period and (iii) the Transfer Date immediately preceding the Class A/B Expected Principal Payment Date, the Indenture Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2002-A Noteholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account all amounts, if any, on deposit in the Reserve Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount, and (ii) distribute any such amounts remaining after application pursuant to subsection 4.10(f)(i) to the holders of the Transferor Interest. The Reserve Account shall thereafter be deemed to have terminated for purposes of this Indenture Supplement. Funds on deposit in the Reserve Account at any time that the Controlled Accumulation Period is suspended pursuant to Section 4.15 shall remain on deposit until applied in accordance with subsection 4.10(d), (e) or (f).

Section 4.11 Cash Collateral Account.

(a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Series 2002-A Noteholders, a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-A Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2002-A Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Cash Collateral Account.

(b) On the Closing Date, Transferor shall deposit $15,000,000 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 claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC.

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

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

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

Section 4.12 Spread Account.

(a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the "Spread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread Account in the amount specified in, and otherwise in accordance with, subsection 4.12(f).

(b) 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.

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

(d) On the earlier of Series 2002-A Final Maturity Date and the date on which the Class A Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.2(e).

(e) On any day following the occurrence of an Event of Default with respect to Series 2002-A and acceleration of the maturity of the Series 2002-A Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders.

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

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

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

Section 4.14 Controlled Accumulation Period. The Controlled Accumulation Period is scheduled to commence at the beginning of business on October 1, 2006; provided that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date on or after the September 2006 Determination Date is less than 12 months, upon written notice to the Indenture Trustee, Transferor and, each Rating Agency, Servicer, at its option, may elect to modify the date on which the Controlled Accumulation Period actually commences to the first Business Day of the month that is the number of whole months prior to the month in which the Class A/B Expected Principal Payment Date occurs at least equal to the Controlled Accumulation Period Length (so that, as a result of such election, the number of Monthly Periods in the Controlled Accumulation Period will at least equal the Controlled Accumulation Period Length); provided that (i) the length of the Controlled Accumulation Period will not be less than two months, (ii) such determination of the Controlled Accumulation Period Length shall be made on each Determination Date on and after the September 2006 Determination Date but prior to the commencement of the Controlled Accumulation Period, and any election to shorten the Controlled Accumulation Period shall be subject to the subsequent lengthening of the Controlled Accumulation Period to the Controlled Accumulation Period Length determined on any subsequent Determination Date, but the Controlled Accumulation Period shall in no event commence prior to the Controlled Accumulation Date, and (iii) notwithstanding any other provision of this Indenture Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after an Early Amortization Event shall have occurred and be continuing with respect to any other Series. The "Controlled Accumulation Period Length" will mean a number of whole months such that the amount available for distribution of principal on the Class A Notes and the Class B Notes on the Class A/B Expected Payment Date is expected to equal or exceed the sum of the Class A Note Principal Balance and the Class B Note Principal Balance, assuming for this purpose that (1) the payment rate with respect to Principal Collections remains constant at the lowest level of such payment rate during the twelve preceding Monthly Periods (or such lower payment rate as Servicer may select), (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued. Any notice by Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 4.14 shall specify
(i) the Controlled Accumulation Period Length, (ii) the commencement date of the Controlled Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Controlled Accumulation Period. The Servicer shall calculate the Controlled Accumulation Period Length on each Determination Date prior to the September 2006 Determination Date as necessary to determine the Reserve Account Funding Date.

Section 4.15 Suspension of Controlled Accumulation Period. (a) The Servicer may elect to suspend the commencement of the Controlled Accumulation Period 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 the Servicer has elected to suspend the commencement of the Controlled Accumulation Period and that all conditions precedent to such suspension 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 2002-A Noteholders, without recourse, all of its rights under any Qualified

Maturity Agreement obtained in accordance with this Section 4.15 and all proceeds thereof. Such property shall constitute part of the Trust Estate for all purposes of the Indenture. The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or any other Person in connection with a Qualified Maturity Agreement or under any agreement or instrument relating thereto.

The Indenture Trustee hereby acknowledges its acceptance, to the extent validly transferred, assigned, set-over or otherwise conveyed to the Indenture Trustee, for the benefit of the Series 2002-A Noteholders, of all of the rights previously held by the Issuer under any Qualified Maturity Agreement obtained by the Issuer and all proceeds thereof, and declares that it shall hold such rights upon the trust set forth herein and in the Agreement, and subject to the terms hereof and thereof, for the benefit of the Series 2002-A Noteholders.

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

(c) Each Qualified Maturity Agreement shall terminate at the close of business on the Class C Expected Principal Payment Date; provided, however, that the Issuer may terminate a Qualified Maturity Agreement prior to such Distribution Date, with notice to each Rating Agency, if (i) the Available Reserve Account Amount equals the Required Reserve Account Amount and (ii) one of the following events occurs: (A) the Issuer obtains a substitute Qualified Maturity Agreement, (B) the provider of the Qualified Maturity Agreement ceases to qualify as an Eligible Institution and the Issuer is unable to obtain a substitute Qualified Maturity Agreement or (C) an Early Amortization Event occurs. In addition, the Issuer may terminate a Qualified Maturity Agreement prior to the later of (i) the date on which the Controlled Accumulation Period was scheduled to begin, before giving effect to the suspension of the Controlled Accumulation Period, and (ii) the date to which the commencement of the Controlled Accumulation Period may be postponed pursuant to Section 4.14 (as determined on the Determination Date preceding the date of such termination), in which case the commencement of the Controlled Accumulation Period shall be determined as if the Issuer had not elected to suspend such commencement; provided, however, that the available Reserve Account Amount equals the Required Reserve Account Amount. In the event that the provider of a Qualified Maturity Agreement ceases to qualify as an Eligible Institution, the Issuer shall use its best efforts to obtain a substitute Qualified Maturity Agreement.

(d) If a Qualified Maturity Agreement is terminated prior to the earlier of the Class C Expected Principal Payment Date and the commencement of the Early Amortization Period and the Issuer does not obtain a substitute Qualified Maturity Agreement, the Controlled Accumulation Period shall commence on the latest of (i) the beginning of business on October 1, 2006, (ii) at the election of the Issuer, the date to which the commencement of the Controlled Accumulation Period may be postponed pursuant to Section 4.l4 (as determined on the date of such termination) and (iii) the first day of the Monthly Period following the date of such termination.

Section 4.16 Determination of LIBOR.

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

(b) The Class A Note Interest Rate, the Class B Note Interest Rate and the Class C Note Interest Rate applicable to the then current and the immediately preceding Distribution Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (312) 827-8500 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Series 2002-A 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.

Section 4.17 Swaps. (a) On or prior to the Closing Date, the Issuer shall enter into a Class A Swap with the Class A Counterparty, a Class B Swap with the Class B Counterparty and a Class C Swap with the Class C Counterparty for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, respectively. The aggregate notional amount under the Class A Swap shall, at any time, be equal to the Class A Note Principal Balance at such time. The aggregate notional amount under the Class B Swap shall, at any time, be equal to the Class B Note

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

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

ARTICLE V.

Delivery of Series 2002-A Notes; Distributions; Reports to Series 2002-A Noteholders

Section 5.1 Delivery and Payment for the Series 2002-A Notes.

The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the Series 2002-A Notes in accordance with Section 2.3 of the Indenture. The Indenture Trustee shall deliver the Series 2002-A Notes to or upon the written order of the Trust when so authenticated.

Section 5.2 Distributions.

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

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

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

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

(e) Except as provided in Section 11.2 of the Indenture with respect to a final distribution, distributions to Series 2002-A Noteholders hereunder shall be made by (i) check mailed to each Series 2002-A Noteholder (at such Noteholder's address as it appears in the Note Register), except that for any Series 2002-A Notes registered in the name of the nominee of a Clearing Agency, such distribution shall be made by wire transfer of immediately available funds and (ii) without presentation or surrender of any Series 2002-A Note or the making of any notation thereon.

Section 5.3 Reports and Statements to Series 2002-A Noteholders.

(a) On each Distribution Date, the Indenture Trustee shall forward to each Series 2002-A Noteholder a statement substantially in the form of Exhibit C prepared by the Servicer.

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

(c) A copy of each statement or certificate provided pursuant to paragraph (a) or (b) may be obtained by any Series 2002-A Noteholder by a request in writing to the Servicer.

(d) On or before January 31 of each calendar year, beginning with January 31, 2003, 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 2002-A Noteholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 2002-A Noteholders, as set forth in paragraph (a) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2002-A Noteholder, together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Indenture Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Servicer pursuant to any requirements of the Code as from time to time in effect.

ARTICLE VI.

Series 2002-A Early Amortization Events

Section 6.1 Series 2002-A Early Amortization Events. If any one of the following events shall occur with respect to the Series 2002-A Notes:

(a) failure on the part of Transferor or the "Transferor" under the Pooling and Servicing Agreement (i) to make any payment or deposit required to be made by it by the terms of the Pooling and Servicing Agreement, the Collateral Series Supplement, the Transfer and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring five
(5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform in any material

respect any other of its covenants or agreements set forth in the Transfer and Servicing Agreement, the Pooling and Servicing Agreement, the Indenture or this Indenture Supplement, which failure has a material adverse effect on the Series 2002-A Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Holder of the Series 2002-A Notes;

(b) any representation or warranty made by Transferor or the "Transferor" under the Pooling and Servicing Agreement, in the Transfer and Servicing Agreement or the Pooling and Servicing Agreement or any information contained in a computer file or microfiche list required to be delivered by it pursuant to Section 2.1 or subsection 2.6(c) of the Transfer and Servicing Agreement or Section 2.1 or subsection 2.6(c) of the Pooling and Servicing Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Holder of the Series 2002-A Notes and as a result of which the interests of the Series 2002-A Noteholders are materially and adversely affected for such period; provided, however, that a Series 2002-A Early Amortization Event pursuant to this subsection 6.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement or the Pooling and Servicing Agreement;

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

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

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

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

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

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

(i) without limiting the foregoing, the occurrence of an Event of Default with respect to Series 2002-A and acceleration of the maturity of the Series 2002-A Notes pursuant to Section 5.3 of the Indenture; or

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

then, in the case of any event described in subsection (a), (b) or (d), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series 2002-A Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 2002-A Notes by notice then given in writing to the Transferor and the Servicer (and to the Indenture Trustee if given by the Series 2002-A Noteholders) may declare that a "Series Early Amortization Event" with respect to Series 2002-A (a "Series 2002-A Early Amortization Event") has occurred as of the date of such notice, and, in the case of any event described in subsection (c), (e), (f), (g), (h), (i) or (j) a Series 2002-A Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Series 2002-A Noteholders immediately upon the occurrence of such event.

ARTICLE VII.

Redemption of Series 2002-A Notes; Final Distributions; Series Termination

Section 7.1 Optional Redemption of Series 2002-A Notes; Final Distributions.

(a) On any day occurring on or after the date on which the outstanding principal balance of the Series 2002-A Notes is reduced to 5% or less of the initial outstanding principal balance of Series 2002-A Notes, the Servicer shall have the option to redeem the Series 2002-A Notes, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day.

(b) Servicer shall give the Indenture Trustee at least thirty (30) days prior written notice of the date on which Servicer intends to exercise such optional redemption. Not later than 12:00 noon, New York City time, on such day Servicer shall deposit into the Collection Account in immediately available funds the excess of the Reassignment Amount over the amount, if any, on deposit in the Principal Accumulation Account. Such redemption option is subject to payment in full of the Reassignment Amount. Following such deposit into the Collection Account in accordance with the foregoing, the Collateral Amount for Series 2002-A shall be reduced to zero and the Series 2002-A Noteholders shall have no further security interest in the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 7.1(d).

(c) (i) The amount to be paid by the Transferor with respect to Series 2002-A in connection with a reassignment of Receivables to the Transferor pursuant to Section 2.4(e) of the Transfer and Servicing Agreement shall equal the Reassignment Amount for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Transfer and Servicing Agreement.

(ii) The amount to be paid by the Transferor with respect to Series 2002-A in connection with a repurchase of the Notes pursuant to Section 7.1 of the Transfer and Servicing Agreement shall equal the Reassignment Amount for the Distribution Date of such repurchase.

(d) With respect to (a) the Reassignment Amount deposited into the Distribution Account pursuant to Section 7.1 or (b) the proceeds of any sale of Receivables pursuant to Section 5.5(a)(iii) of the Indenture with respect to Series 2002-A, the Indenture Trustee shall, in accordance with the written direction of the Servicer, not later than 12:00 noon, New York City time, on the related Distribution Date, make distributions of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Note Principal Balance on such Distribution Date will be distributed to the Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest for such Distribution Date, (B) any Class A Deficiency Amount for such Distribution Date and (C) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Noteholders on any prior Distribution Date, will be distributed to the Class A Noteholders, (ii) (x) the Class B Note Principal Balance on such Distribution Date will be distributed to the Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly Interest for such Distribution Date, (B) any Class B Deficiency Amount for such Distribution Date and (C) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Noteholders on any prior Distribution Date, will be distributed to the Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such Distribution Date will be distributed to the Class C Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest for such Distribution Date, (B) any Class C Deficiency Amount for such Distribution Date and (C) the amount of Class C Additional Interest, if any, for such Distribution Date and any Class C Additional Interest previously due but not distributed to the Class C Noteholders on any prior Distribution Date will be distributed to the Class C Noteholders and (iv) on a pari passu basis, (A) any amounts owed to the Counterparty

under the Class A Swap will be paid to the Class A Counterparty and (B) any amounts owed to the Class B Counterparty under the Class B Swap will be paid to the Class B Counterparty and (v) any excess shall be released to the Issuer.

Section 7.2 Series Termination.

On the Series 2002-A Final Maturity Date, the unpaid principal amount of the Series 2002-A Notes shall be due and payable, and the right of the Series 2002-A Noteholders to receive payments from the Issuer will be limited solely to the right to receive payments pursuant to Section 5.5 of the Indenture.

ARTICLE VIII.

Miscellaneous Provisions

Section 8.1 Ratification of Indenture; Amendments. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. This Indenture Supplement may be amended only by a Supplemental Indenture entered in accordance with the terms of Section 10.1 or 10.2 of the Indenture and with the written consent of the Class A Counterparty, the Class B Counterparty and the Class C Counterparty prior to the date on which such Supplemental Indenture takes effect if any provision of such Supplemental Indenture materially and adversely affects the timing, amount or priority of distributions to be made to the Class A Counterparty, the Class B Counterparty and the Class C Counterparty, respectively. For purposes of the application of Section 10.2 to any amendment of this Indenture Supplement, the Series 2002-A Noteholders shall be the only Noteholders whose vote shall be required.

Section 8.2 Form of Delivery of the Series 2002-A Notes. The Class A Notes, the Class B Notes and the Class C Notes shall be Book-Entry Notes and shall be delivered as Registered Notes as provided in Sections 2.1 and 2.13 of the Indenture.

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

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

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

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

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

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

[SIGNATURE PAGE FOLLOWS]

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/ Eric Lindahl
    ------------------------------------
    Name:   Eric Lindahl
    Title:  Vice President

Acknowledged and Accepted:

WORLD FINANCIAL NETWORK NATIONAL BANK,
as Servicer

By:  /s/ Robert Armiak
    ----------------------------------
    Name:  Robert Armiak
    Title: Senior Vice President and Treasurer

WFN CREDIT COMPANY, LLC
as Transferor

By:  /s/ Robert Armiak
    ----------------------------------
    Name:  Robert Armiak
    Title: Senior Vice President and Treasurer

S-1

EXHIBIT A-1

FORM OF CLASS A SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

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

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

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

THE HOLDER OF THIS CLASS A NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND HOLDING OF THE CLASS A NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

Exhibit A-1 (Page 1)

REGISTERED                                                        $468,000,000
No. R-1                                                    CUSIP NO. 981464AK6

                    WORLD FINANCIAL NETWORK CREDIT CARD
                      MASTER NOTE TRUST SERIES 2002-A

CLASS A SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

World Financial Network Credit Card Master Note Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed by an Amended and Restated Trust Agreement dated as of August 1, 2001, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of FOUR HUNDRED SIXTY-EIGHT MILLION DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the August 2011 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.

Exhibit A-1 (Page 2)

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: November 7, 2002

Exhibit A-1 (Page 3)

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: ______________________________

Exhibit A-1 (Page 4)

WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2002-A

CLASS A SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

Summary of Terms and Conditions

This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as World Financial Network Credit Card Master Note Trust, Series 2002-A (the "SERIES 2002-A NOTES"), issued under a Master Indenture dated as of August 1, 2001 (the "MASTER INDENTURE"), between the Issuer and BNY Midwest Trust Company, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture Supplement dated as of November 7, 2002 (the "INDENTURE SUPPLEMENT"), and representing the right to receive certain payments from the Issuer. The term "Indenture," unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

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

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

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

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

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

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

Exhibit A-1 (Page 5)

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.

Exhibit A-1 (Page 6)

EXHIBIT A-2

FORM OF CLASS B SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

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

THE HOLDER OF THIS CLASS B NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND HOLDING OF THE CLASS B NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

Exhibit A-2 (Page 1)

REGISTERED                                                        $51,000,000
No. R-1                                                   CUSIP NO. 981464AL4

                    WORLD FINANCIAL NETWORK CREDIT CARD
                      MASTER NOTE TRUST SERIES 2002-A

CLASS B SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

World Financial Network Credit Card Master Note Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed by an Amended and Restated Trust Agreement dated as of August 1, 2001, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of FIFTY-ONE MILLION DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the August 2011 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.

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

Exhibit A-2 (Page 2)

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

By:

Name:

Title:

Dated: November 7, 2002

Exhibit A-2 (Page 3)

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: ______________________________

Exhibit A-2 (Page 4)

WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2002-A

CLASS B SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

Summary of Terms and Conditions

This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as World Financial Network Credit Card Master Note Trust, Series 2002-A (the "SERIES 2002-A NOTES"), issued under a Master Indenture dated as of August 1, 2001 (the "MASTER INDENTURE"), between the Issuer and BNY Midwest Trust Company, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture Supplement dated as of November 7, 2002 (the "INDENTURE SUPPLEMENT"), and representing the right to receive certain payments from the Issuer. The term "Indenture," unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

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

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

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

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.

Exhibit A-2 (Page 5)

ASSIGNMENT

Social Security or other identifying number of assignee ______________________

Dated:______________, _______ ____________________________________/** Signature Guaranteed:

Exhibit A-2 (Page 6)

EXHIBIT A-3

FORM OF CLASS C SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

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

THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND HOLDING OF THE CLASS C NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

Exhibit A-3 (Page 1)

REGISTERED                                                         $81,000,000
No. R- 1                                                   CUSIP NO. 981464AM2

                    WORLD FINANCIAL NETWORK CREDIT CARD
                      MASTER NOTE TRUST SERIES 2002-A

CLASS C SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

World Financial Network Credit Card Master Note Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed by an Amended and Restated Trust Agreement dated as of August 1, 2001, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of EIGHTY-ONE MILLION DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the August 2011 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.

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

Exhibit A-3 (Page 2)

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: November 7, 2002

Exhibit A-3 (Page 3)

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: ______________________________

Exhibit A-3 (Page 4)

WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2002-A

CLASS C SERIES 2002-A FLOATING RATE ASSET BACKED NOTE

Summary of Terms and Conditions

This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as World Financial Network Credit Card Master Note Trust, Series 2002-A (the "SERIES 2002-A NOTES"), issued under a Master Indenture dated as of August 1, 2001 (the "MASTER INDENTURE"), between the Issuer and BNY Midwest Trust Company, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture Supplement dated as of November 7, 2002 (the "INDENTURE SUPPLEMENT"), and representing the right to receive certain payments from the Issuer. The term "Indenture," unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

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

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.

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.

Exhibit A-3 (Page 5)

ASSIGNMENT

Social Security or other identifying number of assignee ______________________

Dated:______________, _______ ____________________________________/** Signature Guaranteed:

Exhibit A-3 (Page 6)

EXHIBIT B

FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE

WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2002-A

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

A. Capitalized terms used in this Certificate have their respective meanings set forth in the Master Indenture dated as of August 1, 2001 (the "Indenture") between the Issuer and BNY Midwest Trust Company, as indenture trustee (the "Indenture Trustee") as supplemented by the 2002-A Indenture Supplement dated as of November 7, 2002 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.................................$_________

                  Exhibit B-1 (Page 1)

B. Pursuant to Subsection 4.4(a)(ii):

   Class B Monthly Interest for the
   preceding Interest Period................................$_________

   Monthly Interest previously due but not
   distributed to Class B Noteholders.......................$_________

   Additional Interest previously due but not
   distributed to Class B Noteholders.......................$_________

   Class B Net Swap Payment.................................$_________

C. Pursuant to Subsection 4.4(a)(iii):

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

D. Pursuant to Subsection 4.4(a)(iv):

   Class C Monthly Interest for the
   preceding Interest Period................................$_________

   Monthly Interest previously due but not
   distributed to Class C Noteholders.......................$_________

   Additional Interest previously due but not
   distributed to Class C Noteholders.......................$_________

   Class C Net Swap Payment.................................$_________

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

   Investor Default Amount to be treated as Available
   Principal Collections....................................$_________

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

F. Pursuant to Subsection 4.4(a)(vi):

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

Exhibit B-1 (Page 2)

G. Pursuant to Subsection 4.4(a)(vii):

   Amount to be deposited into the Cash Collateral
   Account..................................................$_________

H. Pursuant to Subsection 4.4(a)(viii):

   Amount to be deposited into the Reserve Account..........$_________

I. Pursuant to Subsection 4.4(a)(ix):

   Amount to be deposited in the Spread Account.............$_________

J. Pursuant to Subsection 4.4(a)(x):

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

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

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

K. Pursuant to Subsection 4.4(a)(xi):

   Additional amounts designated by the Servicer to be
   paid from Available Finance Charge Collections ..........$_________

L. Pursuant to Subsection 4.4(a)(xii):

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

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

Exhibit B-1 (Page 3)

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

A. Pursuant to Subsection 4.4(b):

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


B. Pursuant to Subsection 4.4(c)(i):

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


C. Pursuant to Subsection 4.4(c)(ii):

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


D. Pursuant to Subsection 4.4(c)(iii):

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


E. Pursuant to Subsection 4.4(c)(iv):

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


F. Pursuant to Subsection 4.4(c)(v):

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

Exhibit B-1 (Page 4)

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

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

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

.....................................................................$_________

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

.....................................................................$_________

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

.....................................................................$_________

II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS

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

A. Pursuant to Subsection 5.2(a):

(1) Class A Noteholder's pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay interest on the Class A Notes pursuant to the Indenture Supplement...............................................$_________

Exhibit B-1 (Page 5)

(2) Class A Noteholder's pro rata share of the amounts on
    deposit in the Distribution Account that are allocated
    and available on such Distribution Date to pay principal
    of the Class A Notes pursuant to the
    Indenture Supplement.....................................$_________


 B. Pursuant to Subsection 5.2(b):

(1) Class B Noteholder's pro rata share of the amounts on
    deposit in the Distribution Account that are allocated
    and available on such Distribution Date to pay interest
    on the Class B Notes pursuant to the Indenture
    Supplement...............................................$_________

(2) Class B Noteholder's pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay principal of the Class B Notes pursuant to the Indenture Supplement.....................................$_________

C. Pursuant to Subsection 5.2(c):

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

(2) Class C Noteholder's pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay principal on the Class C Notes pursuant to the Indenture Supplement.....................................$_________

Exhibit B-1 (Page 6)

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

WORLD FINANCIAL NETWORK NATIONAL
BANK, as Servicer

By:

Name:

Title:

Exhibit B-1 (Page 7)

EXHIBIT C

FORM OF MONTHLY NOTEHOLDERS' STATEMENT

WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2002-A

Pursuant to the Master Indenture, dated as of August 1, 2001, (as amended and supplemented, the "Indenture") between World Financial Network Credit Card Master Note Trust (the "Issuer") and BNY Midwest Trust Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2002-A Indenture Supplement (the "Indenture Supplement"), dated as of November 7, 2002, between the Issuer and the Indenture Trustee, World Financial Network National Bank, as Servicer (the "Servicer") under the Transfer and Servicing Agreement, dated as of August 1, 2002 (the "Transfer and Servicing Agreement") between the Servicer, WFN Credit Company, as LLC, as Transferor and the Issuer is required to prepare certain information each month regarding current distributions to the Series 2002-A Noteholders and the performance of the Trust during the previous month. The information required to be prepared with respect to the Distribution Date of _________________, and with respect to the performance of the Trust during the month of ________ is set forth below. Capitalized terms used herein are defined in the Indenture and the Indenture Supplement.

A. Information regarding distributions in respect of the Notes

1.  The total amount of the distribution
    in respect of Class A Notes...............................$_________


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


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


4.  The total amount of the distribution in respect of
    Class B Notes............................................$_________


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


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


7.  The total amount of the distribution in respect of
    Class C Notes............................................$_________

Exhibit C-1 (Page 1)

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

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

RECEIVABLES -

Beginning of the Month Principal Receivables:               $_________


Beginning of the Month Finance Charge Receivables:          $_________


Beginning of the Month Discount Option Receivables:         $_________


Beginning of the Month Total Receivables:                   $_________



Removed Principal Receivables:                              $_________


Removed Finance Charge Receivables:                         $_________


Removed Total Receivables:                                  $_________



Additional Principal Receivables:                           $_________


Additional Finance Charge Receivables:                      $_________


Additional Total Receivables:                               $_________



Discount Option Receivables Generated this Period:          $_________


Net Recoveries for month of __________ 200_                 $_________


End of the Month Principal Receivables:                     $_________


End of the Month Finance Charge Receivables:                $_________


End of the Month Discount Option Receivables:               $_________

Exhibit C-1 (Page 2)

End of the Month Total Receivables:                        $__________


Excess Funding Account Balance:                            $__________


Aggregate Principal Balance:                               $__________


Minimum Aggregate Principal Balance:                       $__________


End of the Month Transferor Amount:                        $__________


Minimum Transferor Amount:                                 $__________

DELINQUENCIES AND LOSSES -

End of the Month Delinquencies:                            RECEIVABLES
                                                           -----------

         30-59 Days Delinquent                             $__________

         60-89 Days Delinquent                             $__________

         90+ Days Delinquent                               $__________


         Total 30+ Days Delinquent                         $__________


Defaulted Receivables During the Month                     $__________

NOTE PRINCIPAL BALANCES -

         Class A Note Principal Balance                    $__________


         Class B Note Principal Balance                    $__________


         Class C Note Principal Balance                    $__________



SERIES 2002-A

         ALLOCATION PERCENTAGE                             __________%


         AVAILABLE FINANCE CHARGE COLLECTIONS              $__________

Exhibit C-1 (Page 3)

INVESTOR DEFAULT AMOUNT                           $__________


INVESTOR UNCOVERED DILUTION AMOUNT                $__________


NOTEHOLDER SERVICING FEES                         $__________


AVAILABLE PRINCIPAL COLLECTIONS                   $__________


EXCESS FINANCE CHARGE COLLECTIONS                 $__________


SHARED PRINCIPAL COLLECTIONS                      $__________


CASH COLLATERAL ACCOUNT BALANCE                   $__________


RESERVE ACCOUNT BALANCE                           $__________


SPREAD ACCOUNT BALANCE                            $__________



APPLICATION OF COLLECTIONS -

CLASS A MONTHLY INTEREST                          $__________


CLASS A NET SWAP PAYMENT                          $__________


CLASS B MONTHLY INTEREST                          $__________


CLASS B NET SWAP PAYMENT                          $__________


CLASS C MONTHLY INTEREST                          $__________


CLASS C NET SWAP PAYMENT                          $__________


INVESTOR DEFAULT AMOUNT                           $__________


INVESTOR UNCOVERED DILUTION AMOUNT                $__________


INVESTOR CHARGEOFFS AND REALLOCATED
         PRINCIPAL COLLECTIONS NOT
         PREVIOUSLY REIMBURSED                    $__________


AMOUNTS TO BE DEPOSITED
         IN THE CASH COLLATERAL ACCOUNT           $__________


AMOUNTS TO BE DEPOSITED IN THE
         RESERVE ACCOUNT                          $__________


AMOUNTS TO BE DEPOSITED
IN THE SPREAD ACCOUNT                             $__________

Exhibit C-1 (Page 4)

EXCESS FINANCE CHARGES COLLECTIONS -

TOTAL EXCESS FINANCE CHARGE COLLECTIONS
                  FOR ALL ALLOCATION SERIES                $__________



SHARED PRINCIPAL COLLECTIONS -

TOTAL SHARED PRINCIPAL COLLECTIONS
                  FOR ALL ALLOCATIONS SERIES               $__________

YIELD AND BASE RATE -

        Base Rate (Current Month)                            %
                                            ------------------

        Base Rate (Prior Month)                              %
                                            ------------------

        Base Rate (Two Months Ago)                           %
                                            ------------------


THREE MONTH AVERAGE BASE RATE                                 ________%


        Portfolio Yield (Current Month)                       %
                                            ------------------

        Portfolio Yield (Prior Month)                         %
                                            ------------------

        Portfolio Yield (Two Months Ago)                      %
                                            ------------------


THREE MONTH AVERAGE PORTFOLIO YIELD                           ________%

Exhibit C-1 (Page 5)

PRINCIPAL COLLECTIONS -

MONTHLY PRINCIPAL                                           __________%





PRINCIPAL ACCUMULATION ACCOUNT BALANCE                     $__________


SERIES 2002-A PRINCIPAL SHORTFALL                          $__________


SHARED PRINCIPAL COLLECTIONS ALLOCABLE
         FROM OTHER PRINCIPAL SHARING SERIES               $__________

INVESTOR CHARGE OFFS AND REDUCTIONS -

INVESTOR CHARGE OFFS                                       $__________


REALLOCATED PRINCIPAL COLLECTIONS                          $__________


REDUCTIONS IN COLLATERAL AMOUNT
         (OTHER THAN BY PRINCIPAL PAYMENTS)                $__________


REDUCTIONS IN COLLATERAL AMOUNT DUE TO
         APPLICATION OF AVAILABLE PRINCIPAL
         COLLECTIONS AS SHARED PRINCIPAL
         COLLECTIONS                                       $__________


PREVIOUS REDUCTIONS IN COLLATERAL AMOUNT
         REIMBURSED                                        $__________

as Indenture Trustee

By:

Name:

Title:

Exhibit C-1 (Page 6)

EXHIBIT D

FORM OF MONTHLY SERVICER'S CERTIFICATE

WORLD FINANCIAL NETWORK NATIONAL BANK

WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST SERIES
2002-A

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

1. Capitalized terms used in this Certificate have their respective meanings set forth in the Transfer and Servicing Agreement or the Master Indenture dated as of August 1, 2001 (as amended or supplemented, the "Master Indenture"), between the Trust and BNY Midwest Trust Company, as indenture trustee (the "Indenture Trustee") as supplemented by the Series 2002-A Indenture Supplement, dated as of November 7, 2002, between the Trust and the Indenture Trustee (as amended and supplemented, the "Indenture Supplement") and together with the Master Indenture, the "Indenture"), as applicable.

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

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

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

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

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

Exhibit D (Page 1)

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

WORLD FINANCIAL NETWORK NATIONAL
BANK, as Servicer

By:

Name:

Title:

Exhibit D (Page 2)

EXHIBIT E-1

Form of Class A Swap

Exhibit E-1 (Page 1)

EXECUTION COPY

CLASS A
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:  November 7, 2002               Our ref:  JPMorgan Reference Number
                                                0009022940/63339120
To:    World Financial Network        From:     JPMorgan Chase Bank
       Credit Card Master Note Trust            270 Park Avenue
       c/o Chase Manhattan Bank                 New York, NY 10017
       USA, National Association
       500 Stanton Christiana Road              Global Derivative Operations
       OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
       Newark, DE  19713                        Brooklyn, NY 11245

Attn:  Institutional Trust Services   Contact:  Document Control

Fax No:302-552-6280 Fax No: 718-242-9263 Tel No:302-552-6279 Tel No: 718-242-7294

Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between World Financial Network Credit Card Master Note Trust and JPMorgan Chase Bank (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").

The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Definitions or the Indenture dated as of August 1, 2001, between Party B and BNY Midwest Trust Company, as indenture trustee (the "Indenture") as supplemented by the Series 2002-A Indenture Supplement, dated as of November 7, 2002 (the "Indenture Supplement" and together with the Indenture, the "Indenture").

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement (including the Schedule thereto) dated as of October 29, 2002 as amended and supplemented from time to time (the "Agreement"), between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation "Party A" means JPMorgan Chase Bank and "Party B" means World Financial Network Credit Card Master Note Trust.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:           Initially, USD 468,000,000.00 and
                           thereafter an amount equal for each
                           Calculation Period to the Class A Note
                           Principal Balance (as defined in the
                           Indenture Supplement) at the end of the
                           first day of that Calculation Period.

Trade Date:                October 30, 2002

Effective Date:            November 7, 2002

Exhibit E-1 (Page 2)

     Termination Date:           The earlier of (i) August 15, 2011, subject
                                 to adjustment in accordance with the
                                 Following Business Day Convention, and
                                 (ii) the date on which the Class A Note
                                 Principal Balance (as defined in the
                                 Indenture Supplement) is reduced to zero,
                                 subject to early termination in accordance
                                 with the terms of the Agreement. In
                                 accordance with the Indenture Supplement,
                                 the Class A Expected Principal
                                 Distribution Date is October 15, 2007,
                                 subject to the Modified Following Business
                                 Day Convention.

Fixed Amounts:

     Fixed Rate Payer:           Party B

     Fixed Rate Payer            The 15th of each  month  commencing
     Payment Dates:              December 16, 2002 and ending on the
                                 Termination Date, subject to adjustment in
                                 accordance with the Modified Following
                                 Business Day Convention

     Fixed Rate:                 3.52% per annum

     Fixed Rate Day Count        Actual/360
     Fraction:

     Floating Amounts:

     Floating Rate Payer:        Party A

     Floating Rate Payer         The 15th of each month  commencing
     Payment Dates:              December 16, 2002 and ending on
                                 the Termination Date, subject to
                                 adjustment in accordance with the Modified
                                 Following Business Day Convention.

     Floating Rate for initial   Linear Interpolation
     Calculation Period:

     Floating Rate Option:       USD-LIBOR-BBA

     Designated Maturity:        1 Month, except for the initial Calculation
                                 Period, which shall be interpolated.

     Spread:                     None

     Floating Rate Day Count     Actual/360
     Fraction:

     Reset Dates:                First day of each Calculation Period

     Business Days:              New York, London, Columbus, Ohio,
                                 and Chicago, Illinois

     Calculation Agent:          Party A

Exhibit E-1 (Page 3)

3. Additional Amounts Upon Partial Termination

On any Payment Date prior to the Class A Expected Principal Distribution Date (as defined in the Indenture Supplement), where as a result of principal payments on the Class A Notes (as defined in the Indenture Supplement), the Notional Amount would be reduced by the corresponding reduction in the Class A Note Principal Balance (as defined in the Indenture Supplement), the parties hereto shall treat the portion of such reduction (without duplication) as terminated on such Payment Date (a "Terminated Transaction"). Party A shall calculate the Market Quotation for the Terminated Transaction as set forth below.

"Market Quotation" means, with respect to a Terminated Transaction, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to Party A (expressed as a negative number) or by Party A (expressed as a positive number) in consideration of an agreement between Party A and the quoting Reference Market-maker to enter into such Terminated Transaction (with the same fixed and floating payment rates and remaining term as this Transaction) on the relevant Payment Date. Party A will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable prior to the relevant Payment Date. The day and time as of which those quotations are to be obtained will be selected in good faith by Party A. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, Party A will determine the Market Quotation in good faith. Notwithstanding the foregoing, Party A shall be the sole Reference Market-maker unless: (a) the reduction in the Notional Amount of the Transaction is equal to or greater than $50 million on such Payment Date, and (b) the Servicer or the Indenture Trustee requests that quotations from Reference Market-makers other than Party A are utilized.

If the amount so determined by Party A in respect of a Terminated Transaction is positive, Party B shall owe such amount to Party A, which shall be payable (with interest thereon accruing from such Payment Date and calculated at the Fixed Rate) on the next Distribution Date to the extent provided in the Indenture. If such amount is negative, no amounts shall be payable by Party A or Party B in respect of the Terminated Transaction.

4.       Account Details:

         Account for payments to Party A:    Name:  JPMorgan Chase Bank
                                             City: New York
                                             ABA#  021-000-021
                                             Ref:  World Financial Network
                                                   Credit Card Master
                                                   Note Trust-Swaps Group
                                                   Acct:  900-900-1364


         Account for payments to Party B:    Name:  Bank of New York
                                                    City: New York

ABA# 021-000-018 Ref: World Financial Network Credit Card Master Note Trust - GLA111565 Acct: 394569 Finance Charge Account

Exhibit E-1 (Page 4)

5.       Offices:
         The Office of Party A for this      4 Metrotech Center, 17th Floor
         Transaction is:                     Brooklyn, NY 11245

         The Office of Party B for this      c/o Chase Manhattan Bank
         Transaction is:                     USA, National Association
                                             500 Stanton Christiana Road
                                             OPS4, 3rd Floor
                                             Newark, DE  19713

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by responding within three (3) Business Days by returning via telecopier an executed copy of this Confirmation to the attention of Ron Pope (fax no. 718-242-9263/9262).

Failure to respond within such period shall not affect the validity or enforceability of this Transaction, and shall be deemed to be an affirmation of the terms and conditions contained herein, absent manifest error.

Exhibit E-1 (Page 5)

JPMORGAN CHASE BANK                     Accepted and confirmed as of the
                                        date first written:

                                        WORLD FINANCIAL NETWORK CREDIT
By:                                     CARD MASTER NOTE TRUST,
   --------------------                 By: Chase Manhattan Bank USA, National
Name:                                   Association, not in its individual
Title:                                  capacity, but solely as Owner Trustee


                                        By:
                                            ------------------------------
                                        Name:

Title:

Exhibit E-1 (Page 6)

EXHIBIT E-2

Form of Class B Swap

Exhibit E-2 (Page 1)

EXECUTION COPY

CLASS B
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:  November 7, 2002               Our ref:  JPMorgan Reference Number
                                                0009022940/63339120
To:    World Financial Network        From:     JPMorgan Chase Bank
       Credit Card Master Note Trust            270 Park Avenue
       c/o Chase Manhattan Bank                 New York, NY 10017
       USA, National Association
       500 Stanton Christiana Road              Global Derivative Operations
       OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
       Newark, DE  19713                        Brooklyn, NY 11245

Attn:  Institutional Trust Services   Contact:  Document Control

Fax No:302-552-6280 Fax No: 718-242-9263 Tel No:302-552-6279 Tel No: 718-242-7294

Dear Sir/Madam,

In this Confirmation "Party A" means JPMorgan Chase Bank and "Party B" means World Financial Network Credit Card Master Note Trust.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:           Initially, USD 51,000,000.00 and
                           thereafter an amount equal for each
                           Calculation Period to the Class A Note
                           Principal Balance (as defined in the
                           Indenture Supplement) at the end of the
                           first day of that Calculation Period.

Trade Date:                October 30, 2002

Effective Date:            November 7, 2002

Exhibit E-2 (Page 2)

     Termination Date:          The earlier of (i) August 15, 2011, subject
                                to adjustment in accordance with the
                                Following Business Day Convention, and
                                (ii) the date on which the Class A Note
                                Principal Balance (as defined in the
                                Indenture Supplement) is reduced to zero,
                                subject to early termination in accordance
                                with the terms of the Agreement. In
                                accordance with the Indenture Supplement,
                                the Class B Expected Principal
                                Distribution Date is October 15, 2007,
                                subject to the Modified Following Business
                                Day Convention.

Fixed Amounts:

     Fixed Rate Payer:          Party B

     Fixed Rate Payer           The 15th of each  month  commencing
     Payment Dates:             December 16, 2002 and ending on the
                                Termination Date, subject to adjustment in
                                accordance with the Modified Following
                                Business Day Convention

     Fixed Rate:                3.52% per annum

     Fixed Rate Day             Actual/360
     Count Fraction:


     Floating Amounts:

     Floating Rate Payer:       Party A

     Floating Rate Payer        The 15th of each month  commencing
     Payment Dates:             December 16, 2002 and ending on
                                the Termination Date, subject to
                                adjustment in accordance with the Modified
                                Following Business Day Convention.

     Floating Rate for initial
     Calculation Period:        Linear Interpolation

     Floating Rate Option:      USD-LIBOR-BBA

     Designated Maturity:       1 Month, except for the initial Calculation
                                Period, which shall be interpolated.

     Spread:                    None

     Floating Rate Day Count    Actual/360
     Fraction:

     Reset Dates:               First day of each Calculation Period

     Business Days:             New York, London, Columbus, Ohio,
                                and Chicago, Illinois

     Calculation Agent:         Party A

Exhibit E-2 (Page 3)

3. Additional Amounts Upon Partial Termination

On any Payment Date prior to the Class B Expected Principal Distribution Date (as defined in the Indenture Supplement), where as a result of principal payments on the Class B Notes (as defined in the Indenture Supplement), the Notional Amount would be reduced by the corresponding reduction in the Class B Note Principal Balance (as defined in the Indenture Supplement), the parties hereto shall treat the portion of such reduction (without duplication) as terminated on such Payment Date (a "Terminated Transaction"). Party A shall calculate the Market Quotation for the Terminated Transaction as set forth below.

4.       Account Details:

         Account for payments to Party A:    Name:  JPMorgan Chase Bank
                                             City: New York
                                             ABA#  021-000-021
                                             Ref:  World Financial Network
                                                   Credit Card Master
                                                   Note Trust-Swaps Group
                                                   Acct:  900-900-1364


         Account for payments to Party B:    Name:  Bank of New York
                                                    City: New York

ABA# 021-000-018 Ref: World Financial Network Credit Card Master Note Trust - GLA111565 Acct: 394569 Finance Charge Account

Exhibit E-2 (Page 4)

5.       Offices:
         The Office of Party A for this      4 Metrotech Center, 17th Floor
         Transaction is:                     Brooklyn, NY 11245

         The Office of Party B for this      c/o Chase Manhattan Bank
         Transaction is:                     USA, National Association
                                             500 Stanton Christiana Road
                                             OPS4, 3rd Floor
                                             Newark, DE  19713

Exhibit E-2 (Page 5)

JPMORGAN CHASE BANK                     Accepted and confirmed as of the
                                        date first written:

                                        WORLD FINANCIAL NETWORK CREDIT
By:                                     CARD MASTER NOTE TRUST,
   --------------------                 By: Chase Manhattan Bank USA, National
Name:                                   Association, not in its individual
Title:                                  capacity, but solely as Owner Trustee


                                        By:
                                            ------------------------------
                                        Name:

Title:

Exhibit E-2 (Page 6)

EXHIBIT E-3

Form of Class C Swap

Exhibit E-3 (Page 1)

EXECUTION COPY

CLASS C
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:    November 7, 2002                Our ref: JPMorgan Reference Number
                                                  0009023078/63325217
To:      World Financial Network         From:    JPMorgan Chase Bank
         Credit Card Master Note Trust            270 Park Avenue
         c/o Chase Manhattan Bank                 New York, NY 10017
         USA, National Association
         500 Stanton Christiana Road              Global Derivative Operations
         OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
         Newark, DE  19713                        Brooklyn, NY 11245

Attn:    Institutional Trust Services    Contact: Document Control
Fax No:  302-552-6280                    Fax No:  718-242-9263
Tel No:  302-552-6279                    Tel No:  718-242-7294

Dear Sir/Madam,

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement (including the Schedule thereto) dated as of October 29, 2002, as amended and supplemented from time to time (the "Agreement"), between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation "Party A" means JPMorgan Chase Bank and "Party B" means World Financial Network Credit Card Master Note Trust.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:          Initially, USD 81,000,000.00 and thereafter
                          an amount equal for each Calculation Period
                          to the Class C Note Principal Balance (as
                          defined in the Indenture Supplement) at the
                          end of the first day of that Calculation
                          Period.

Trade Date:               October 30, 2002

Exhibit E-3 (Page 2)

Effective Date:           November 7, 2002

Termination Date:         The earlier of (i) August 15, 2011, subject
                          to  adjustment in accordance with the
                          Following  Business Day  Convention, and
                          ii) the date on which the Class C Note
                          Principal Balance (as defined in the
                          Indenture Supplement) is reduced to zero,
                          subject to early termination in accordance
                          with the terms of the Agreement.  In
                          accordance with the Indenture Supplement,
                          the Class C Expected Principal Distribution
                          Date is November 15, 2007, subject to the
                          Modified  Following Business Day
                          Convention.


Fixed Amounts:

Fixed Rate Payer:         Party B

Fixed Rate Payer          The 15th of each month commencing
Payment Dates:            December 16, 2002 and ending on the
                          Termination Date, subject to adjustment in
                          accordance with the Modified Following
                          Business Day Convention

Fixed Rate:               3.56% per annum

Fixed Rate Day Count      Actual/360
Fraction:

Floating Amounts:

Floating Rate Payer:      Party A

Floating Rate Payer       The 15th of each month commencing December
Payment Dates:            16, 2002 and ending on the Termination Date,
                          subject to adjustment in accordance with the
                          Modified Following Business Day Convention.

Floating Rate for initial
Calculation Period:       Linear Interpolation

Floating Rate Option:     USD-LIBOR-BBA

Designated Maturity:      1 Month, except for the initial Calculation
                          Period, which shall be interpolated.

Spread:                   None

Floating Rate Day Count   Actual/360
Fraction:

Reset Dates:              First day of each Calculation Period

Business Days:            New York, London, Columbus, Ohio, and
                          Chicago, Illinois

Calculation Agent:        Party A

Exhibit E-3 (Page 3)

3. Additional Amounts Upon Partial Termination

On any Payment Date prior to the Class C Expected Principal Distribution Date (as defined in the Indenture Supplement), where as a result of principal payments on the Class C Notes (as defined in the Indenture Supplement), the Notional Amount would be reduced by the corresponding reduction in the Class C Note Principal Balance (as defined in the Indenture Supplement), the parties hereto shall treat the portion of such reduction (without duplication) as terminated on such Payment Date (a "Terminated Transaction"). Party A shall calculate the Market Quotation for the Terminated Transaction as set forth below.

4.      Account Details:

        Account for payments to             Name: JPMorgan Chase Bank
        Party A:                            City: New York
                                            ABA#  021-000-021
                                            Ref:  World Financial Network
                                            Credit Card Master Note Trust
                                            - Swaps Group
                                            Acct: 900-900-1364

Exhibit E-3 (Page 4)

        Account for payments to             Name: Bank of New York
        Party B:                            City: New York
                                            ABA#  021-000-018
                                            Ref: World Financial Network Credit
                                            Card Master Note Trust - GLA111565
                                            Acct: 394569 Finance Charge Account
5.      Offices:

        The Office of Party A for this      4 Metrotech Center, 17th Floor
        Transaction is:                     Brooklyn, NY 11245

        The Office of Party B for this      c/o Chase Manhattan Bank
        Transaction is:                     USA, National Association
                                            500 Stanton Christiana Road
                                            OPS4, 3rd Floor
                                            Newark, DE  19713

Exhibit E-3 (Page 5)

JPMORGAN CHASE BANK                     Accepted and confirmed as of the
                                        date first written:

                                        WORLD FINANCIAL NETWORK CREDIT
By:                                     CARD MASTER NOTE TRUST,
   --------------------                 By: Chase Manhattan Bank USA, National
Name:                                   Association, not in its individual
Title:                                  capacity, but solely as Owner Trustee


                                        By:
                                            ------------------------------
                                        Name:

Title:

Exhibit E-3 (Page 6)

SCHEDULE 1

PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS

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

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

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

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

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

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

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

(7) Notwithstanding any other provision of the Indenture, the representations and warranties set forth in this Schedule 1 shall be continuing, and remain in full force and effect, until such time as the Series 2002-A Notes are retired.

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

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

EXHIBIT 4.2

FIRST AMENDMENT
TO
TRANSFER AND SERVICING AGREEMENT

This FIRST AMENDMENT TO TRANSFER AND SERVICING AGREEMENT, dated as of
November 7, 2002 (this "Amendment"), is to the Transfer and Servicing Agreement, dated as of August 1, 2001 (the "Agreement"), among WFN Credit Company, LLC, a Delaware limited liability company, as Transferor, World Financial Network National Bank, a national banking association, as Servicer, and World Financial Network Credit Card Master Note Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer (the "Agreement"). Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed to such terms in the Agreement.

WHEREAS, Transferor, Servicer and Issuer desire to amend the Agreement in certain respects set forth below;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1. Amendments to Agreement. The parties hereto agree that:

(a) the representations, warranties and covenants set forth in Schedule 1 attached to this Amendment shall be a part of the Agreement for all purposes; and

(b) the inclusion of certain accounts as Automatic Additional Accounts pursuant to Section 2.6 of the Agreement shall be subject to such further limitations as may be agreed upon by the Transferor and any Rating Agency from time to time, which agreement shall be in writing and signed by the Transferor or the Servicer, on behalf of the Transferor.

2. Conditions. In accordance with Section 9.1 of the Agreement, the foregoing amendment shall become effective as of the date first written above upon (i) the execution of this Amendment by the Transferor, the Servicer and the Issuer and (ii) the satisfaction of the conditions set forth in Section 9.1 of the Agreement.

3. Miscellaneous. As herein amended, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Amendment may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment.

4. Governing Law. This Amendment 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.

IN WITNESS WHEREOF, Transferor, Servicer and Issuer have caused this Amendment to be duly executed by their respective officers as of the date first written above.

WFN CREDIT COMPANY, LLC, as Transferor

By:     /s/ Robert Armiak
        ------------------------------------
Name:   Robert Armiak
Title:  Senior Vice President and Treasurer

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 on behalf of Issuer

By:     /s/ John J. Cashin
       -------------------------------------
Name:   John J. Cashin
Title:  Vice President

WORLD FINANCIAL NETWORK NATIONAL
BANK, as Servicer

By:     /s/ Robert Armiak
        ------------------------------------
Name:   Robert Armiak
Title:  Senior Vice President and Treasurer

Schedule 1

PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS

(a) In addition to the representations, warranties and covenants contained in the Agreement, the Transferor hereby represents, warrants and covenants to the Issuer as follows as of each Closing Date prior to the Certificate Trust Termination Date:

(1) The transfer and assignment of the Collateral Certificate contemplated by the Agreement constitutes either (i) a sale of the Collateral Certificate or (ii) a grant of a security interest (as defined in the applicable Uniform Commercial Code) in the Collateral Certificate in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Transferor.

(2) The Collateral Certificate constitutes an "instrument," a "general intangible" or a "certificated security" within the meaning of the applicable Uniform Commercial Code.

(3) Immediately prior to the transfer and assignment contemplated by the Agreement, the Transferor had good and marketable title to the Collateral Certificate free and clear of any Lien; provided that nothing in this paragraph (a)(3) shall prevent or be deemed to prohibit Transferor from suffering to exist upon the Collateral Certificate any Liens for any taxes if such taxes shall not at the time be due and payable or if WFN, Transferor or Issuer, as applicable, shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

(4) There are no consents or approvals required by the terms of the Collateral Certificate for the transfer and assignment of the Collateral Certificate to the Issuer pursuant to the Agreement.

(5) Transferor 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 Issuer under the Agreement in the Collateral Certificate.

(6) Other than the transfer and assignment of the Collateral Certificate to the Issuer pursuant to the Agreement, Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral Certificate. Transferor has not authorized the filing of and is not aware of any financing statements against Transferor that include a description of collateral covering the Collateral Certificate, except for the financing statement filed pursuant to the Agreement. Transferor is not aware of any judgment or tax lien filings against Transferor.

(7) The Collateral Certificate does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

(8) 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 Collateral Certificate is retired.

(b) Issuer 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) Servicer covenants that in order to evidence the interests of Issuer under the Agreement, 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 the Issuer's security interest in the Collateral Certificate.

EXHIBIT 4.3

FIRST AMENDMENT
TO
COLLATERAL SERIES SUPPLEMENT

This FIRST AMENDMENT, dated as of November 7, 2001 (this "Amendment"), is to the Collateral Series Supplement, dated as of August 21, 2001 (the "Series Supplement"), among WFN Credit Company, LLC, a Delaware limited liability company, as Transferor, World Financial Network National Bank, a national banking association, as Servicer, and BNY Midwest Trust Company, as Trustee under the Second Amended and Restated Pooling and Servicing Agreement dated as of August 1, 2001 (as amended, the "Agreement") among Transferor, Servicer and the Trustee. Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed to such terms in the Series Supplement.

WHEREAS, Transferor, Servicer and Trustee desire to amend the Series Supplement in certain respects set forth below;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1. Amendment to Series Supplement. The parties hereto agree that the inclusion of certain accounts as Automatic Additional Accounts pursuant to Section 2.8 of the Agreement shall be subject to such further limitations as may be agreed upon by the Transferor and any Rating Agency from time to time, which agreement shall be in writing and signed by the Transferor or the Servicer, on behalf of the Transferor.

2. Conditions. In accordance with Section 13.1 of the Agreement, the foregoing amendment shall become effective as of the date first written above upon (i) the execution of this Amendment by the Transferor, the Servicer and the Trustee and (ii) the satisfaction of the conditions set forth in Section 13.1 of the Agreement.

3. Miscellaneous. As herein amended, the Series Supplement shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Amendment may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment.

IN WITNESS WHEREOF, Transferor, Servicer and Trustee have caused this Amendment to be duly executed by their respective officers as of the date first written above.

WFN CREDIT COMPANY, LLC, as Transferor

By:     /s/ Robert Armiak
        --------------------------------------
Name:   Robert Armiak
Title:  Senior Vice President and Treasurer

BNY MIDWEST TRUST COMPANY, as Trustee

By:     /s/ Eric Lindahl
        --------------------------------------
Name:   Eric Lindahl
Title:  Vice President

WORLD FINANCIAL NETWORK NATIONAL
BANK, as Servicer

By:     /s/ Robert Armiak
        --------------------------------------
Name:   Robert Armiak
Title:  Senior Vice President and Treasurer

(Multicurrency--Cross Border)

ISDA(R)
International Swap Dealers Association. Inc.
MASTER AGREEMENT

             dated as of      October 29, 2002                 EXHIBIT 4.4
                              ----------------

JPMORGAN CHASE BANK   and   WORLD FINANCIAL NETWORK
                            CREDIT CARD MASTER NOTE TRUST

...................         ...............................

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:--

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:--

(1) promptly notify the other party ("Y") of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:--

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability. If:--

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:--

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:--

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:--

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:--

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section

2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:--

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting

creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:--

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:--

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):--

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under
Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section
5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under
Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:--

(1) a transfer under Section 6(b)(ii) or an agreement under
Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(i) If notice designating an Early Termination Date is given under
Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs. the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:--

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:--

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section
6(e)(i)(3), if Market Quotation applies, or Section
6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:--

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:--

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into this Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement,
(ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:--

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient's answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:--

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the

Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or home office.

"Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

JPMORGAN CHASE BANK WORLD FINANCIAL NETWORK CREDIT CARD MASTER

NOTE TRUST

...................... ............................................

(Name of Party) (Name of Party)

By: Chase Manhattan Bank USA, National
Association, not in its individual
capacity but solely as owner trustee

By: /s/ James Dwyer                By:   /s/ Michael B. McCarthy
   ......................          ..........................................

Name:   James Dwyer                Name:     Michael B. McCarthy

Title:  Vice President             Title:    Vice President

Date:   November 7, 2002           Date:     November 7, 2002

EXHIBIT 4.5

November 7, 2002

World Financial Network Credit Card Master Note Trust c/o Chase Manhattan Bank USA, National Association 500 Stanton Christiana Road
OPS4, 3rd Floor
Newark, DE 19713
Attn: Institutional Trust Services

World Financial Network Credit Card Master Note Trust c/o JP Morgan Chase Bank
450 West 33rd St.
14th Floor
New York, New York 10001
Attn: Institutional Trust Services

World Financial Network National Bank
800 Techcenter Drive
Gahanna, OH 43230
Attn: Treasurer

AMENDMENT TO ISDA MASTER AGREEMENT

Dear Ladies/Gentlemen:

Reference is made to the ISDA Master Agreement, dated as of October 29, 2002 and effective as of November 7, 2002, between JPMorgan Chase Bank ("Morgan") and World Financial Network Credit Card Master Note Trust (the "Counterparty") (the "Agreement").

The parties hereby agree to amend the Agreement as follows:

1. Amendment to definition of "Approved Credit Support Document". Part 1, paragraph (o) of the Schedule to the Agreement is modified so that the definition of the term "Approved Credit Support Document" reads in its entirety as follows:

" `Approved Credit Support Document' means a security agreement in the form of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York Law Only), as modified by the Paragraph 13 thereto, which Paragraph 13 will be in the form of Annex A to this Agreement;"

2. Addition of Annex A to the Agreement. Annex A to this Amendment Agreement shall be inserted immediately following the signature page of the Schedule to the Agreement as Annex A to the Agreement.

This Amendment shall be governed by, and construed in accordance with the law specified as the Governing Law in the Schedule to the Agreement and will be effective as of the date of the Agreement.

In all other respects, the Agreement, as amended, shall remain in full force and effect.

Very truly yours,

JPMORGAN CHASE BANK

By:    /s/  James Dwyer
       ----------------------------
Name:  James Dwyer
Title: Vice President

Confirmed and agreed to as of the
date first above written:

WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST

By: Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as owner trustee

By:    /s/ John J. Cashin
       ---------------------------
Name:  John J. Cashin
Title: Vice President

ANNEX A TO THE AMENDMENT TO ISDA MASTER AGREEMENT, DATED AS OF
NOVEMBER 7, 2002 BETWEEN JPMORGAN CHASE BANK AND WORLD FINANCIAL
NETWORK CREDIT CARD MASTER NOTE TRUST

ANNEX A

PARAGRAPH 13 TO
CREDIT SUPPORT ANNEX

to the Schedule to the
Master Agreement

dated as of October 29, 2002 and effective as of November 7, 2002

                                    between

--------------------------------------------------------------------------------
   JPMORGAN CHASE BANK                and       WORLD FINANCIAL NETWORK CREDIT
        ("Morgan")                              CREDIT CARD MASTER NOTE
                                                         TRUST
                                                    ("Counterparty")
--------------------------------------------------------------------------------

Paragraph 13. Elections and Variables

(a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes no additional obligations with respect to either party.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) "Delivery Amount" has the meaning specified in Paragraph 3(a).

(B) "Return Amount" has the meaning specified in Paragraph 3(b).

(C) "Credit Support Amount" shall not have the meaning specified in Paragraph 3(b) and, instead, will have the following meaning:

"Credit Support Amount" means, for any Valuation Date, (i) the Secured Party's Modified Exposure for that Valuation Date minus
(ii) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

(ii) Eligible Collateral. The following items will qualify as "Eligible Collateral":

--------------------------------------------------------------------------------
                                                     Morgan        "Valuation
                                                                    Percentage"
--------------------------------------------------------------------------------
(A)      USD Cash                                       X             100%
--------------------------------------------------------------------------------
(B)      Negotiable debt obligations issued by          X           98.75%
         the U.S. Treasury Department having a
         remaining maturity of one year or less
         from the Valuation Date
--------------------------------------------------------------------------------

(C)      Negotiable debt obligations issued by the      X            91.7%
         U.S. Treasury Department having a remaining
         maturity of more than one year but less than
         ten years from the Valuation Date

--------------------------------------------------------------------------------
(D)      Negotiable debt obligations issued by the      X            80.5%
         U.S. Treasury Department having a remaining
         maturity of ten years or more From the
         Valuation Date
--------------------------------------------------------------------------------
(E)      Agency Securities having a remaining maturity  X           97.75%
         of one year or less from the Valuation Date
--------------------------------------------------------------------------------
(F)      Agency Securities having a remaining maturity  X            90.0%
         of more than one year but less than ten years
         from the Valuation Date
--------------------------------------------------------------------------------
(G)      Agency Securities having a remaining           X            78.5%
         maturity of ten years or more from the
         Valuation Date
--------------------------------------------------------------------------------
(H)      USD denominated Commercial Paper rated         X            96.5%
         A1/P1 by S&P and Moody's respectively, that
        (a) settles within DTC, (b) is  not issued by
         Morgan or any of its Affiliates and (c) has a
         remaining maturity of 30 days or less from the
         Valuation Date
--------------------------------------------------------------------------------

For purposes of the foregoing:

(a) "Agency Securities" means negotiable debt obligations which are fully guaranteed as to both principal and interest by the Federal National Mortgage Association, the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation, but excluding (i) interest only and principal only securities and (ii) Collateralized Mortgage Obligations, Real Estate Mortgage Investment Conduits and similar derivative securities.

(b) "DTC" shall mean The Depository Trust & Clearing Corporation, or its successor.

(d) "S&P" shall mean Standard & Poor's Ratings Group, or its successor.

(e) Eligible Collateral of the type described in Paragraph 13(b)(ii)(H) may never constitute more than 20% of the total Value of Posted Collateral.

(f) The Value of Posted Collateral consisting of Eligible Collateral of the type described in Paragraph 13(b)(ii)(H) must be divided equally among at least three issuers.

(iii) Other Eligible Support. There shall be no "Other Eligible Support" for purposes of this Annex, unless agreed in writing between the parties.

(iv) Thresholds.

(A) "Independent Amount" means zero.

(B) "Threshold" shall not apply with respect to the Counterparty and, with respect to Morgan, shall mean the amounts determined on the basis of the lower of the Credit Ratings set forth in the following table, provided, however, that if (i) Morgan has no Credit Rating, or (ii) an Event of Default has occurred and is continuing with respect to Morgan, Morgan's Threshold shall be U.S.$0:

     CREDIT RATING                      THRESHOLD
   (S&P /Moody's/Fitch)                   Morgan
   --------------------                   ------

S&P: A-1 or above.                        Infinity

Moody's (long-term senior unsecured
debt of Morgan): A1 or above.

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

S&P: Below A-1.                           US$0

Moody's (long-term senior unsecured
debt of Morgan): Below A1 or A1 on
negative watch.

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

As used herein:

"Credit Rating" means, with respect to (a) S&P, the rating assigned by S&P to the short-term senior unsecured debt of Morgan, and (b) Moody's, the rating assigned by Moody's to the long-term senior unsecured debt of Morgan or to the short-term senior unsecured debt of Morgan, as applicable.

(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of $100,000, respectively.

(i) "Valuation Agent" means Morgan.

(ii) "Valuation Date" means weekly on the last Local Business Day of each week or more frequently if agreed in writing by the parties.

(iii) "Valuation Time" means the close of business in the city of the Valuation Agent on the Valuation Date or date of calculation, as applicable.

(iv) "Notification Time" means 12:00 p.m., New York time, on a Local Business Day.

(d) Conditions Precedent. With respect to Morgan, any Additional Termination Event (if Morgan is the Affected Party with respect to such Termination Event) will be a "Specified Condition".

(e) Substitution.

(i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. Inapplicable.

(f) Dispute Resolution.

(i) "Resolution Time" means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii) Value. For the purposes of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support other than Cash will be calculated as follows:

(A) with respect to any Eligible Collateral except Cash, the sum of (I) (x) the mean of the high bid and low asked prices quoted on such date by any principal market maker for such Eligible Collateral chosen by the Disputing Party, or (y) if no quotations are available from a principal market maker for such date, the mean of such high bid and low asked prices as of the first day prior to such date on which such

quotations were available, plus (II) the accrued interest on such Eligible Collateral (except to the extent Transferred to a party pursuant to any applicable provision of this Agreement or included in the applicable price referred to in
(I) of this clause (A)) as of such date; multiplied by the applicable Valuation Percentage.

(iii) Alternative. The provisions of Paragraph 5 will apply.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Counterparty and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(1) Counterparty is not a Defaulting Party and

(2) Posted Collateral may be held only in the following jurisdictions: New York State.

Initially, the Custodian for Counterparty is: None

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Counterparty.

(h) Distributions and Interest Amount.

(i) Interest Rate. "Interest Rate" for any day means, the Federal Funds Overnight Rate. For the purposes hereof, "Federal Funds Overnight Rate" means, for any day, an interest rate per annum equal to the rate published as the Federal Funds Effective Rate that appears on Telerate Page 118 for such day.

(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made monthly on the second Local Business Day of each calendar month.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

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

(j) Other Eligible Support and Other Posted Support.

(i) "Value" with respect to Other Eligible Support and Other Posted Support means: Not Applicable.

(ii) "Transfer" with respect to Other Eligible Support and Other Posted Support means: Not Applicable

(k) Demands and Notices.

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

Counterparty:

Morgan:

(l) Addresses for Transfers.

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

Morgan:

(m) Other Provisions:

(i) Modification to Paragraph 1: The following subparagraph (b) is substituted for subparagraph (b) of this Annex:

(b) Secured Party and Pledgor. All references in this Annex to the "Secured Party" will be to Counterparty and all corresponding references to the "Pledgor" will be to Morgan.

(ii) Modification to Paragraph 2: The following Paragraph 2 is substituted for Paragraph 2 of this Annex:

Paragraph 2. Security Interest. The Pledgor hereby pledges to the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-Off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

(iii) Modification to Paragraph 9: The following first clause of Paragraph 9 is substituted for the first clause of Paragraph 9 of this Annex:

Paragraph 9. Representations. The Pledgor represents to the Secured Party (which representations will be deemed to be repeated as of each date on which it Transfers Eligible Collateral) that:

(iv) Modifications to Paragraph 12: The following definitions of "Pledgor" and "Secured Party" are substituted for the definitions of those terms contained in Paragraph 12 of this Annex:

"Pledgor" means Morgan, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

"Secured Party" means Counterparty, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

(v) Addition to Paragraph 12: The following definitions of "Modified Exposure" shall be added immediately after the definition of the term "Minimum Transfer Amount" and immediately prior to the definition of the term "Notification Time" in Paragraph 12 of this Annex:

"Modified Exposure" means, for any Valuation Date, an amount equal to the greater of (i) the Secured Party's Exposure for that Valuation Date, (ii) the amount of the next scheduled payment that is required to be made by Morgan pursuant to the Transaction and (iii) one percent of the outstanding Notional Amount of the Transaction.

(vi) Modification to Paragraph 12: Clause "(B)" of the definition of "Value" will be substituted to read in its entirety as follows:

"(B) a security, the bid price obtained by the Valuation Agent from one of the Pricing Sources multiplied by the applicable Valuation Percentage, if any;"

(vii) Addition to Paragraph 12: The following definition of "Pricing Sources" shall be added immediately after the definition of the term "Posted Credit Support" and immediately prior to the definition of the term "Recalculation Date" in Paragraph 12 of this Annex:

"Pricing Sources" means the sources of financial information commonly known as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive Data Services, International Securities Market Association, Merrill Lynch Securities Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny, S&P and Telerate.

Accepted and Agreed:

JPMORGAN CHASE BANK

By: __________________________________
Name:
Title:

WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST

By: Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as owner trustee

By: _______________________________
Name:
Title:

EXHIBIT 4.6

EXECUTION COPY

(Multicurrency--Cross Border)

ISDA(R)
International Swap Dealers Association, Inc.

SCHEDULE
to the
Master Agreement

dated as of October 29, 2002
and effective as of November 7, 2002

between     JPMORGAN CHASE BANK     and      WORLD FINANCIAL NETWORK
                                             CREDIT CARD MASTER NOTE
                                             TRUST
              ("Party A")                      ("Party B")

PART 1: Termination Provisions

(a) "Indenture" means the Master Indenture dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust, as Issuer, and BNY Midwest Trust Company, as Indenture Trustee, as supplemented by the Series 2002-A Indenture Supplement dated as of November 7, 2002, between World Financial Network Credit Card Master Note Trust, as the Issuer, and BNY Midwest Trust Company, as the Indenture Trustee, in each case, as amended, modified, supplemented, restated or replaced from time to time.

(b) "Specified Entity" means in relation to Party A for the purpose of:-

Section 5(a)(v) (Default under Specified Transaction), none;

Section 5(a)(vi) (Cross Default), none;

Section 5(a)(vii) (Bankruptcy), none; and

Section 5(b)(iv) (Credit Event Upon Merger), none;

in relation to Party B for the purpose of:-

Section 5(a)(v) (Default under Specified Transaction) none;

Section 5(a)(vi) (Cross Default), none;

Section 5(a)(vii) (Bankruptcy), none; and

Section 5(b)(iv) (Credit Event Upon Merger), none.

(d) The "Misrepresentation" provisions of Section 5(a)(iv), the "Default under Specified Transactions" provisions of Section 5(a)(v) and the "Cross Default" provisions of Section 5(a)(vi) will not apply to Party A or Party B.

(e) The "Breach of Agreement" provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

(f) The "Illegality" provision of Section 5(b)(i)

will not apply to Party A will not apply to Party B.

(g) The "Tax Event" provision of Section 5(b)(ii)

will not apply to Party A will not apply to Party B.

(h) The "Tax Event Upon Merger" provision of Section 5(b)(iii)

will not apply to Party A will not apply to Party B.

(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)

will not apply to Party A will not apply to Party B.

(j) The "Automatic Early Termination" provision of Section 6(a)

will not apply to Party A will not apply to Party B.

(k) Payments on Early Termination. For the purpose of Section 6(e):

(i) Market Quotation will apply.

(ii) The First Method will apply.

(l) "Termination Currency" means United States Dollars.

(m) Additional Termination Event; Redemption of the Secured Notes.

(i) Party B shall, as provided in the Indenture, direct the Indenture Trustee to notify Party A if notice is given pursuant to the Indenture of a redemption by Party B of all of the Notes (any such redemption by Party B of all of the Notes, a "Redemption Event").

(ii) If a Redemption Event occurs it shall be an Additional Termination Event for which Party B shall be the sole Affected Party and each Transaction shall be an Affected Transaction.

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

(iii) If a Redemption Event is to occur, the Early Termination Date in respect of each Affected Transaction shall be deemed to occur on the Distribution Date in respect of such Redemption Event. Any Settlement Amount payable in respect of such Redemption Event shall be paid, in the case of Party A and Party B, on the date of such Early Termination Date; provided that no such payments shall be made by Party B until the Note Principal Balance (as defined in the Indenture Supplement) has been reduced to zero.

(n) Additional Termination Event for Unauthorized Amendments. Party B shall deliver to Party A, copy of any proposed Supplemental Indenture before such document takes effect. If (a) any Supplemental Indenture is given effect, (b) Party A has not consented in writing to such Supplemental Indenture prior to the date on which such Supplemental Indenture takes effect and (c) any provision of such Supplemental Indenture materially and adversely affects the amount, timing or priority of any payments due from Party B to Party A in respect of any Transaction then, it shall be deemed that an Additional Termination Event, with Party B as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions, shall have occurred as of the date on which the Supplemental Indenture took effect.

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

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

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

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

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

If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event, Party A has provided a Third Party Credit Support Document as provided in (A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Party A shall have no further obligations in respect of this Part 1(o)(I).

If,

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

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

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Party B shall demand that Party A deliver Eligible Collateral to Party A in accordance with the terms of an Approved Credit Support Document. Notwithstanding Party A's posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Party A shall continue to use reasonable efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Party A's obligations under this Part 1(o)(I) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A.

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

II. Notwithstanding anything to the contrary in clause (I) above, if an Additional Ratings Event occurs with respect to Party A, Party A shall, within 5 Local Business Days of such Additional Ratings Event, give notice to Party B of the occurrence of such Additional Ratings Event. Following such notice, Party A shall either

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

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

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

If, on or prior to the date that is 30 calendar days after the occurrence of an Additional Ratings Event, Party A has provided a Third Party Credit Support Document as provided in (II)(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Party A shall have no further obligations in respect of this Part 1(o)(II).

If,

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

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

then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Additional Ratings Event (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, it shall be deemed that an Additional Termination Event, with Party A as the sole Affected Party

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

and all Transactions then outstanding between the parties as Affected Transactions, has occurred.

Notwithstanding the foregoing, Party A's obligations under this Part 1(o)(II) to find a transferee or provide a Third Party Credit Support Document shall remain in effect only for so long as an Additional Ratings Event is continuing with respect to Party A.

As used herein:

"Additional Ratings Event" shall occur with respect to Party A (to the extent that Party A's long-term and short term senior unsecured debt obligations are rated by Moody's) if Party A's long-term senior unsecured debt rating by Moody's is A3 or lower or Party A's short-term senior unsecured debt rating by Moody's is P-2 or lower;

"Approved Credit Support Document" means a security agreement in the form of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York Law Only), which, as modified by Paragraph 13 thereto, will provide that:

(1) Party A shall be the Pledgor and Party B shall be the Secured Party;

(2) with respect to any Valuation Date, the Credit Support Amount shall be defined as (i) the Secured Party's Modified Exposure for that Valuation Date minus (ii) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero;

(3) with respect to any Valuation Date, "Modified Exposure" will mean an amount equal to the greater of (i) the Secured Party's Exposure for that Valuation Date, (ii) the amount of the next scheduled payment that is required to be made by Morgan pursuant to the Transaction and (iii) one percent of the outstanding Notional Amount of the Transaction;

(4) Party A shall be the Valuation Agent;

(5) Eligible Collateral shall consist of Cash, United States Treasury obligations, agency securities or certain types of commercial paper;

(6) the Threshold for Party A will be U.S. $0.00 at all times that a Ratings Event is continuing and infinite otherwise;

(7) the Minimum Transfer Amount will be $250,000;

(8) the Independent Amount for Party A will be zero;

(9) Valuation Dates will not occur less frequently than weekly at all times that a Ratings Event is continuing;

(10) Clause "(B)" of the definition of "Value" in Paragraph 12 will be restated to read in its entirety as follows:

"(B) a security, the bid price obtained by the Valuation Agent from one of the Pricing Sources multiplied by the applicable Valuation Percentage, if any"; and

(11) the following definition of "Pricing Sources" will be added to Paragraph 12:

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

Each of the foregoing terms not otherwise defined in this Agreement have the meanings given such terms in the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York Law Only). The Approved Credit Support Document shall be attached to this Agreement and be made a part hereof;

"Moody's" means Moody's Investors Service, Inc. or any successor thereto;

"Rating Agencies" means S&P and Moody's;

"Rating Agency Condition" has the meaning specified in the Indenture defined in Part 1(a) of this Schedule;

"Ratings Event" shall occur with respect to Party A (to the extent that Party A's relevant obligations are rated by S&P or Moody's) if
(a) Party A's short-term senior unsecured debt rating by S&P is lower than A-1 or (b) Party A's long-term senior unsecured debt rating by Moody's is lower than A1 or is A1 on negative watch or Party A's short-term senior unsecured debt rating by Moody's is lower than P-1 or is P-1 on negative watch;

"S&P" means by Standard & Poor's Ratings Service or any successor thereto;

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

(p) Notwithstanding anything to the contrary in Section 6(e) of the Agreement, if an Early Termination Date is designated due to the occurrence of a Termination Event or an Additional Termination Event and the Settlement Amount calculated in respect thereof is a negative number, then the Settlement Amount shall be deemed to be zero.

PART 2: Tax Representations

(a) Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B will make the following representation:-

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (x) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (y) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (y) and the other

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B will make the following representations specified below, if any: none

PART 3: Agreement to Deliver Documents

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents:

(a)     Tax forms, documents or certificates to be delivered are:

    Party required to         Form/Document/           Date by which
    deliver document          Certificate              to be delivered
   --------------------    -----------------------     ------------------------
   Party A and Party B        Any form, document        Upon request
                              or certificate
                              as may be requested
                              pursuant to Section
                              4(a)(iii) of this
                              Agreement.

   Party B                    An executed  United      (i)  As soon as
                              States  Internal         reasonably practicable
                              Revenue  Service         after execution of this
                              Form  W-9 (or any        Agreement, (ii) promptly
                              successor thereto),      upon reasonable  demand
                              as applicable.           by Party A and (iii)
                                                       promptly upon learning
                                                       that any such form
                                                       previously provided by
                                                       Party B has become
                                                       obsolete or incorrect.

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

(b) Other documents to be delivered are:-

                                                                          Date by
Party required to                                                       which to be            Covered by Section
 deliver document             Form/Document/Certificate                  delivered            3(d) Representation
-------------------     ---------------------------------------     --------------------      ---------------------

Party A and Party       Certified copies of all corporate             Upon execution and       Yes
B                       authorizations and any other                  delivery of this
                        documents with respect to the                 Agreement
                        execution, delivery and performance
                        of this Agreement and the Indenture.

Party A and Party       Certificate of authority and specimen         Upon execution and       Yes
B                       signatures of individuals executing           delivery of this
                        this Agreement and any Confirmations.         Agreement and
                                                                      thereafter upon
                                                                      request of the
                                                                      other party

Party B                 An opinion of counsel to Party B on           Upon execution and       Yes
                        the enforceability of the Agreement           delivery of this
                        and the Confirmation in respect  of           Agreement
                        Party B, reasonably satisfactory  in
                        form and substance to Party A.

Party A                 An opinion of counsel to Party A on           Upon execution and       Yes
                        the  enforceability of the Agreement          delivery of this
                        and the Confirmation in respect  of           Agreement
                        Party A, reasonably satisfactory  in
                        form and substance to Party B.

Party B                 Copies of the monthly servicing               On or before each       Yes
                        reports delivered to the Series               Fixed Rate Payer
                        2002-A Noteholders in the form                Payment Date
                        specified in the Indenture

Party A and             Such other documents as the other             Promptly upon           Yes
Party B                 party may reasonably request in               request
                        connection with each Transaction.

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

PART 4: Miscellaneous

(a) Address for Notices. For the purpose of Section 12(a) of this Agreement:-

Address for notice or communications to Party A:

JPMorgan Chase Bank
270 Park Avenue
New York, NY 10017
Attn.: Legal Department
Capital Markets Group
Telex No.: 232337
Answerback: CBC UR
Facsimile No.: 212-270-7468

Address for delivery of monthly servicing reports to Party A:

JPMorgan Chase Bank
Credit Portfolio Group
c/o John Coffey
270 Park Avenue
New York, NY 10017
e-mail address: john.j.coffey@jpmorgan.com

Address for notice or communications to Party B:

World Financial Network Credit Card Master Note Trust c/o Chase Manhattan Bank USA, National Association 500 Stanton Christiana Road
OPS4, 3rd Floor
Newark, DE 19713
Attention: Institutional Trust Services Telephone No.: 302-552-6279
Facsimile No.: 302-552-6280

With a copy to:

World Financial Network National Bank 800 Techcenter Drive
Gahanna, OH 43230
Attention: Treasurer
Telephone No.: 614-729-4723
Facsimile No.: 614-729-4899

(b) Process Agent. For the purpose of Section 13(c):

Party A appoints as its Process Agent: Not applicable.

Party B appoints as its Process Agent: Not applicable.

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

(d) Multibranch Party. For the purpose of Section 10 of this Agreement:-

Party A is a Multibranch Party and may act through any Office specified in the Confirmation for a Transaction.

Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party A unless otherwise agreed to in writing by Party A or unless Party A is the sole Defaulting Party with respect to an Event of Default, in which case the Calculation Agent shall be appointed by the Indenture Trustee. If a party disagrees with a determination of market value made by the Calculation Agent, such party shall promptly provide to the Calculation Agent the basis for its disagreement. The original determination of market value made by the Calculation Agent shall remain valid unless the Calculation Agent, on the basis of the information provided by the disputing party, determines otherwise.

(f) Credit Support Document. Credit Support Document means in relation to Party A, if applicable: any Third Party Credit Support Document delivered by Party A. Credit Support Document means in relation to Party A and Party B, if applicable: any Approved Credit Support Document. Credit Support Document means in relation to Party B, the Indenture.

(g) Credit Support Provider.

Credit Support Provider means in relation to Party A: the party guaranteeing Party A's obligations pursuant to a Third Party Credit Support Document, if any. Credit Support Provider means in relation to Party B: Not applicable.

(h) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to its conflict of laws doctrine, other than Section 5-1401 of the General Obligations Law).

(i) Netting of Payments. All amounts payable on the same date, in the same currency and in respect of the same Transaction shall be netted in accordance with Section 2(c) of this Agreement. The election contained in the last paragraph of Section 2(c) of this Agreement shall not apply for the purposes of this Agreement.

(j) Amendments. Any amendments to the Agreement, Schedule and/or Confirmation shall be subject to the Rating Agency Condition.

(k) "Affiliate" will have the meaning specified in Section 14 of this Agreement.

PART 5: Other Provisions

(a) Additional Agreements. Party A agrees that it shall not enter a transaction of the type referred to in 5(a)(viii) (Merger Without Assumption) where the resulting, surviving or transferee entity fails to assume all of the obligations of Party A hereunder.

(b) Delivery of Confirmations. For each Transaction entered into hereunder, Party A shall promptly send to Party B a Confirmation via facsimile transmission. Party B agrees to respond to such Confirmation within two
(2) Local Business Days, either confirming agreement thereto or requesting a correction of any error(s) contained therein. Failure by Party A to send a Confirmation or of Party B to respond within such period shall not affect the validity or enforceability of such

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

Transaction. Absent manifest error, there shall be a presumption that the terms contained in such Confirmation are the terms of the Transaction.

(c) Recording of Conversations. Each party to this Agreement acknowledges and agrees to the tape recording of conversations between trading and marketing personnel of the parties to this Agreement whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement.

(d) Furnishing Specified Information. Section 4(a)(iii) is hereby amended by inserting "promptly upon the earlier of (i)" in lieu of the word "upon" at the beginning thereof and inserting "or (ii) such party learning that the form or document is required" before the word "any" on the first line thereof.

(e) Notice by Facsimile Transmission. Section 12(a) is hereby amended by inserting the words "2(b)," between the word "Section" and the number "5" and inserting the words "or 13(c)" between the number "6" and the word "may" in the second line thereof.

(f) Section 3(a) of this Agreement is amended by (i) deleting the word "and" at the end of clause (iv); (ii) deleting the period at the end of clause (v) and inserting therein "; and " ; and (iii) by inserting the following additional representation:

"(vi)   Eligible Contract Participant. It is an `eligible contract
        participant' as defined under the Commodity Exchange Act,
        Section 1(a)(12)."

(g) Section 3 is revised so as to add the following Section (g) at the end thereof:

"(g) Relationship Between Parties. Each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):-

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. Further, such party has not received from the other party any assurance or guarantee as to the expected results of that Transaction.

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

(iii) Status of Parties. The other party is not acting as an agent, fiduciary or advisor for it in respect of that Transaction."

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

(h) Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(i) Non-Petition. Party A hereby agrees that it will not, prior to the date which is one year and one day after all Series 2002-A Notes issued by Party B pursuant to the Indenture have been paid in full, acquiesce, petition or otherwise invoke or cause Party B to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against Party B under any federal or state bankruptcy, insolvency or similar law or for the purpose of appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for Party B or any substantial part of the property of Party B, or for the purpose of ordering the winding up or liquidation of the affairs of Party B. Nothing herein shall prevent Party A from participating in any such proceeding once commenced.

(j) Limited Recourse. The obligations of Party B under this Agreement are limited recourse obligations of Party B, payable solely from the Trust Estate (as such term is defined in the Indenture), subject to and in accordance with the terms of the Indenture, and, following realization of the Trust Estate, any claims of Party A against Party B shall be extinguished. No recourse shall be had for the payment of any amount owing in respect of this Agreement against the trustee, or any officer, member, director, employee, security holder or incorporator thereof (each, an "Affiliated Person") of Party B or its successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions shall not (i) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate (subject to the priority of payments set forth in the Indenture) or (ii) constitute a waiver, release or discharge of any obligation of Party B arising under this Agreement until the Trust Estate has been realized and the proceeds applied in accordance with the Indenture, whereupon any outstanding obligation of Party B under this Agreement shall be extinguished.

(k) Transfer. Section 7 of the Agreement is supplemented by the additional requirement that any transfer or assignment by Party A of its obligations under the Agreement (including any Confirmation), and any amendments to the Agreement (including any Confirmation), shall be subject to the Rating Agency Condition. Party A consents to the pledge and assignment by Party B of its rights and obligations hereunder and under any Transaction to the Indenture Trustee pursuant to the Indenture.

(l) Events of Default. (i) Section 5(a)(i) of the Agreement is amended by substituting the following therefor: "Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it within five days of the date due under this Agreement and, upon at least one Business Days' prior notice to the other party."

(m) Rating of Party A. Party A represents to Party B that, on the date of this Agreement, (i) its long-term unsecured debt is rated at or above "A+" by S&P and "A1" by Moody's, and (ii) its short-term unsecured debt is rated at or above "A-1" by S&P and "P-1" by Moody's.

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

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

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

Accepted and agreed:

JPMORGAN CHASE BANK                       WORLD FINANCIAL NETWORK CREDIT
                                          CARD MASTER NOTE TRUST

                                          By:  Chase Manhattan Bank USA,
By: /s/ James Dwyer                       National Association, not in its
    -----------------------               individual capacity, but solely
    Name:  James Dwyer                    as Owner Trustee
    Title: Vice President

                                          By: /s/ Michael B. McCarthy
                                              ------------------------------
                                              Name:   Michael B. McCarthy
                                              Title:  Vice President

World Financial Network Credit Card Master Note Trust Series 2002-A Swap Schedule

EXHIBIT 4.7

EXECUTION COPY

CLASS A
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:  November 7, 2002               Our ref:  JPMorgan Reference Number
                                                0009022940/63339120
To:    World Financial Network        From:     JPMorgan Chase Bank
       Credit Card Master Note Trust            270 Park Avenue
       c/o Chase Manhattan Bank                 New York, NY 10017
       USA, National Association
       500 Stanton Christiana Road              Global Derivative Operations
       OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
       Newark, DE  19713                        Brooklyn, NY 11245

Attn:  Institutional Trust Services   Contact:  Document Control
Fax No:302-552-6280                   Fax No:   718-242-9263
Tel No:302-552-6279                   Tel No:   718-242-7294

Dear Sir/Madam,

In this Confirmation "Party A" means JPMorgan Chase Bank and "Party B" means World Financial Network Credit Card Master Note Trust.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:           Initially, USD 468,000,000.00 and
                           thereafter an amount equal for each
                           Calculation Period to the Class A Note
                           Principal Balance (as defined in the
                           Indenture Supplement) at the end of the
                           first day of that Calculation Period.

Trade Date:                October 30, 2002

Effective Date:            November 7, 2002

Termination Date:          The earlier of (i) August 15, 2011, subject
                           to adjustment in accordance with the
                           Following Business Day Convention, and
                           (ii) the date on which the Class A Note
                           Principal Balance (as defined in the
                           Indenture Supplement) is reduced to zero,
                           subject to early termination in accordance
                           with the terms of the Agreement. In
                           accordance with the Indenture Supplement,
                           the Class A Expected Principal
                           Distribution Date is October 15, 2007,
                           subject to the Modified Following Business
                           Day Convention.

Fixed Amounts:

     Fixed Rate Payer:           Party B

     Fixed Rate Payer
     Payment Dates:              The 15th of each  month  commencing
                                 December 16, 2002 and ending on the
                                 Termination Date, subject to adjustment in
                                 accordance with the Modified Following
                                 Business Day Convention

     Fixed Rate:                 3.52% per annum

     Fixed Rate Day              Actual/360
     Count Fraction:


     Floating Amounts:

     Floating Rate Payer:        Party A

     Floating Rate Payer         The 15th of each month  commencing
     Payment Dates:              December 16, 2002 and ending on
                                 the Termination Date, subject to
                                 adjustment in accordance with the Modified
                                 Following Business Day Convention.

     Floating Rate for initial   Linear Interpolation
     Calculation Period:

     Floating Rate Option:       USD-LIBOR-BBA

     Designated Maturity:        1 Month, except for the initial Calculation
                                 Period, which shall be interpolated.

     Spread:                     None

     Floating Rate Day Count     Actual/360
     Fraction:

     Reset Dates:                First day of each Calculation Period

     Business Days:              New York, London, Columbus, Ohio,
                                 and Chicago, Illinois

     Calculation Agent:          Party A

Page 2 of 5

3. Additional Amounts Upon Partial Termination

4.       Account Details:

         Account for payments to Party A:    Name: JPMorgan Chase Bank
                                             City: New York
                                             ABA#  021-000-021
                                             Ref:  World Financial Network
                                                   Credit Card Master
                                                   Note Trust-Swaps Group
                                                   Acct:  900-900-1364


         Account for payments to Party B:    Name:  Bank of New York
                                                    City: New York

ABA# 021-000-018 Ref: World Financial Network Credit Card Master Note Trust - GLA111565 Acct: 394569 Finance Charge Account

Page 3 of 5

5.       Offices:
         The Office of Party A for this      4 Metrotech Center, 17th Floor
         Transaction is:                     Brooklyn, NY 11245

         The Office of Party B for this      c/o Chase Manhattan Bank
         Transaction is:                     USA, National Association
                                             500 Stanton Christiana Road
                                             OPS4, 3rd Floor
                                             Newark, DE  19713

Page 4 of 5

JPMORGAN CHASE BANK                     Accepted and confirmed as of the
                                        date first written:

                                        WORLD FINANCIAL NETWORK CREDIT
By: /s/ Gerry Chu                       CARD MASTER NOTE TRUST,
   --------------------                 By: Chase Manhattan Bank USA, National
Name: Gerry Chu                         Association, not in its individual
Title: Associate                        capacity, but solely as Owner Trustee


                                        By:  /s/ Michael B. McCarthy
                                            ------------------------------
                                        Name:  Michael B. McCarthy
                                        Title: Vice President

Page 5 of 5

EXHIBIT 4.8

EXECUTION COPY

CLASS B
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:    November 7, 2002                Our ref: JPMorgan Reference Number
                                                  0009022802/63325216
To:      World Financial Network         From:    JPMorgan Chase Bank
         Credit Card Master Note Trust            270 Park Avenue
         c/o Chase Manhattan Bank                 New York, NY 10017
         USA, National Association
         500 Stanton Christiana Road              Global Derivative Operations
         OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
         Newark, DE  19713                        Brooklyn, NY 11245

Attn:    Institutional Trust Services    Contact: Document Control
Fax No:  302-552-6280                    Fax No:  718-242-9263
Tel No:  302-552-6279                    Tel No:  718-242-7294

Dear Sir/Madam,

In this Confirmation "Party A" means JPMorgan Chase Bank and "Party B" means World Financial Network Credit Card Master Note Trust.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:          Initially, USD 51,000,000.00 and thereafter
                          an amount equal for each Calculation Period
                          to the Class B Note Principal Balance (as
                          defined in the Indenture Supplement) at the
                          end of the first day of that Calculation
                          Period.

Trade Date:               October 30, 2002

Effective Date:           November 7, 2002

Termination Date:         The earlier of (i) August 15, 2011, subject
                          to  adjustment in accordance with the
                          Following  Business Day  Convention, and
                          ii) the date on which the Class B Note
                          Principal Balance (as defined in the
                          Indenture Supplement) is reduced to zero,
                          subject to early termination in accordance
                          with the terms of the Agreement.  In
                          accordance with the Indenture Supplement,
                          the Class B Expected Principal Distribution
                          Date is October 15, 2007, subject to the
                          Modified  Following Business Day
                          Convention.


Fixed Amounts:

Fixed Rate Payer:         Party B

Fixed Rate Payer          The 15th of each month commencing
Payments Dates:           December 16, 2002 and ending on the
                          Termination Date, subject to adjustment in
                          accordance with the Modified Following
                          Business Day Convention

Fixed Rate:               3.52% per annum

Fixed Rate Day Count      Actual/360
Fraction:

Floating Amounts:

Floating Rate Payer:      Party A

Floating Rate Payer       The 15th of each month commencing December
Payment Dates:            16, 2002 and ending on the Termination Date,
                          subject to adjustment in accordance with the
                          Modified Following Business Day Convention.

Floating Rate for initial
Calculation Period:       Linear Interpolation

Floating Rate Option:     USD-LIBOR-BBA

Designated Maturity:      1 Month, except for the initial Calculation
                          Period, which shall be interpolated.

Spread:                   None

Floating Rate Day Count   Actual/360
Fraction:

Reset Dates:              First day of each Calculation Period

                        Page 2 of 5

Business Days:            New York, London, Columbus, Ohio, and
                          Chicago, Illinois

Calculation Agent:        Party A

3. Additional Amounts Upon Partial Termination

4.      Account Details:

        Account for payments to             Name: JPMorgan Chase Bank
        Party A:                            City: New York
                                            ABA#  021-000-021
                                            Ref:  World Financial Network
                                            Credit Card Master Note Trust
                                            - Swaps Group
                                            Acct: 900-900-1364

Page 3 of 5

        Account for payments to             Name: Bank of New York
        Party B:                            City: New York
                                            ABA#  021-000-018
                                            Ref: World Financial Network Credit
                                            Card Master Note Trust - GLA111565
                                            Acct: 394569 Finance Charge Account
5.      Offices:

        The Office of Party A for this      4 Metrotech Center, 17th Floor
        Transaction is:                     Brooklyn, NY 11245

        The Office of Party B for this      c/o Chase Manhattan Bank
        Transaction is:                     USA, National Association
                                            500 Stanton Christiana Road
                                            OPS4, 3rd Floor
                                            Newark, DE  19713

Page 4 of 5

JPMORGAN CHASE BANK                       Accepted and confirmed as of the date
                                          first written:

                                          WORLD FINANCIAL NETWORK CREDIT CARD
By: /s/ Gerry Chu                         MASTER NOTE TRUST,
    ------------------                    By: Chase Manhattan Bank USA,
Name: Gerry Chu                           National Association, not in its
Title: Associate                          individual capacity, but solely as
                                          Owner Trustee



                                           By: /s/ Michael B. McCarthy
                                               ------------------------------
                                           Name: Michael B. McCarthy
                                           Title: Vice President

Page 5 of 5

EXHIBIT 4.9

EXECUTION COPY

CLASS C
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:    November 7, 2002                Our ref: JPMorgan Reference Number
                                                  0009023078/63325217
To:      World Financial Network         From:    JPMorgan Chase Bank
         Credit Card Master Note Trust            270 Park Avenue
         c/o Chase Manhattan Bank                 New York, NY 10017
         USA, National Association
         500 Stanton Christiana Road              Global Derivative Operations
         OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
         Newark, DE  19713                        Brooklyn, NY 11245

Attn:    Institutional Trust Services    Contact: Document Control
Fax No:  302-552-6280                    Fax No:  718-242-9263
Tel No:  302-552-6279                    Tel No:  718-242-7294

Dear Sir/Madam,

In this Confirmation "Party A" means JPMorgan Chase Bank and "Party B" means World Financial Network Credit Card Master Note Trust.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

 Notional Amount:          Initially, USD 81,000,000.00 and thereafter
                           an amount equal for each Calculation Period
                           to the Class C Note Principal Balance (as
                           defined in the Indenture Supplement) at the
                           end of the first day of that Calculation
                           Period.

 Trade Date:               October 30, 2002

Effective Date:            November 7, 2002

Termination Date:          The earlier of (i) August 15, 2011, subject
                           to  adjustment in accordance with the
                           Following  Business Day  Convention, and
                           ii) the date on which the Class C Note
                           Principal Balance (as defined in the
                           Indenture Supplement) is reduced to zero,
                           subject to early termination in accordance
                           with the terms of the Agreement.  In
                           accordance with the Indenture Supplement,
                           the Class C Expected Principal Distribution
                           Date is November 15, 2007, subject to the
                           Modified  Following Business Day
                           Convention.


Fixed Amounts:

Fixed Rate Payer:          Party B

Fixed Rate Payer           The 15th of each month commencing
Payments Dates:            December 16, 2002 and ending on the
                           Termination Date, subject to adjustment in
                           accordance with the Modified Following
                           Business Day Convention

Fixed Rate:                3.56% per annum

Fixed Rate Day Count       Actual/360
Fraction:

Floating Amounts:

Floating Rate Payer:       Party A

Floating Rate Payer        The 15th of each month commencing December
Payment Dates:             16, 2002 and ending on the Termination Date,
                           subject to adjustment in accordance with the
                           Modified Following Business Day Convention.

Floating Rate for initial  Linear Interpolation
Calculation Period:

Floating Rate Option:      USD-LIBOR-BBA

Designated Maturity:       1 Month, except for the initial Calculation
                           Period, which shall be interpolated.

Spread:                    None

Floating Rate Day Count    Actual/360
Fraction:

Reset Dates:               First day of each Calculation Period

Page 2 of 5

Business Days:            New York, London, Columbus, Ohio, and
                          Chicago, Illinois

Calculation Agent:        Party A

3. Additional Amounts Upon Partial Termination

4.      Account Details:

        Account for payments to             Name: JPMorgan Chase Bank
        Party A:                            City: New York
                                            ABA#  021-000-021
                                            Ref:  World Financial Network
                                            Credit Card Master Note Trust
                                            - Swaps Group
                                            Acct: 900-900-1364

Page 3 of 5

        Account for payments to             Name: Bank of New York
        Party B:                            City: New York
                                            ABA#  021-000-018
                                            Ref: World Financial Network Credit
                                            Card Master Note Trust - GLA111565
                                            Acct: 394569 Finance Charge Account
5.      Offices:

        The Office of Party A for this      4 Metrotech Center, 17th Floor
        Transaction is:                     Brooklyn, NY 11245

        The Office of Party B for this      c/o Chase Manhattan Bank
        Transaction is:                     USA, National Association
                                            500 Stanton Christiana Road
                                            OPS4, 3rd Floor
                                            Newark, DE  19713

Page 4 of 5

JPMORGAN CHASE BANK                       Accepted and confirmed as of the date
                                          first written:

                                          WORLD FINANCIAL NETWORK CREDIT CARD
By: /s/ Gerry Chu                         MASTER NOTE TRUST,
    ------------------                    By: Chase Manhattan Bank USA,
Name: Gerry Chu                           National Association, not in its
Title: Associate                          individual capacity, but solely as
                                          Owner Trustee



                                           By: /s/ Michael B. McCarthy
                                               ------------------------------
                                           Name: Michael B. McCarthy
                                           Title: Vice President

Page 5 of 5