Exhibit 4.2
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
Issuer
And
BNY MIDWEST TRUST COMPANY
Indenture Trustee
SERIES 2001-A INDENTURE SUPPLEMENT
Dated as of August 21, 2001
Table of Contents
ARTICLE I. Creation of the Series 2001-A Notes ......................... 1
Section 1.1 Designation ........................................... 1
ARTICLE II. Definitions ................................................. 1
Section 2.1 Definitions ........................................... 1
ARTICLE III. Noteholder Servicing Fee ................................... 16
Section 3.1 Servicing Compensation ............................... 16
Section 3.2 Representations and Warranties ....................... 17
ARTICLE IV. Rights of Series 2001-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 ................... 21
Section 4.4 Application of Available Finance Charge
Collections and Available Principal
Collections .......................................... 21
Section 4.5 Investor Charge-Offs ................................. 24
Section 4.6 Reallocated Principal Collections .................... 25
Section 4.7 Excess Finance Charge Collections .................... 25
Section 4.8 Shared Principal Collections ......................... 25
Section 4.9 Certain Series Accounts .............................. 26
Section 4.10 Reserve Account ...................................... 27
Section 4.11 Cash Collateral Account .............................. 29
Section 4.12 Spread Account ....................................... 31
Section 4.13 Investment Instructions .............................. 33
Section 4.14 Controlled Accumulation Period ....................... 33
Section 4.15 Suspension of Controlled Accumulation Period ......... 34
Section 4.16 Determination of LIBOR ............................... 35
Section 4.17 Swaps ................................................ 36
ARTICLE V. Delivery of Series 2001-A Notes; Distributions;
Reports to Series 2001-A Noteholders ....................... 36
Section 5.1 Delivery and Payment for the Series 2001-A
Notes ................................................ 36
Section 5.2 Distributions ........................................ 37
Section 5.3 Reports and Statements to Series 2001-A
Noteholders .......................................... 37
ARTICLE VI. Series 2001-A Early Amortization Events .................... 38
Section 6.1 Series 2001-A Early Amortization Events .............. 38
ARTICLE VII. Redemption of Series 2001-A Notes; Final
Distributions; Series Termination .......................... 40
Section 7.1 Optional Redemption of Series 2001-A Notes;
Final Distributions .................................. 40
Section 7.2 Series Termination ................................... 41
ARTICLE VIII. Miscellaneous Provisions ................................... 41
Section 8.1 Ratification of Indenture; Amendments ................ 41
Section 8.2 Form of Delivery of the Series 2001-A Notes .......... 41
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 ...................... 42
Section 8.7 Additional Provisions ................................ 42
Section 8.8 Additional Requirements for Registration of
and Limitations on Transfer and Exchange of
Notes ................................................ 42
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE
EXHIBIT C FORM OF MONTHLY NOTEHOLDERS' STATEMENT
EXHIBIT D FORM OF MONTHLY SERVICER'S CERTIFICATE
EXHIBIT E-1 FORM OF CLASS A SWAP
EXHIBIT E-2 FORM OF CLASS B SWAP
EXHIBIT E-3 FORM OF CLASS C SWAP
SCHEDULE I PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
ii
SERIES 2001-A
INDENTURE SUPPLEMENT, dated as of August 21, 2001 (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 2001-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 2001-A" or the "SERIES
2001-A NOTES." The Series 2001-A Notes shall be issued in three Classes, known
as the "CLASS A SERIES 2001-A FLOATING RATE ASSET BACKED NOTES," the "CLASS B
SERIES 2001-A FLOATING RATE ASSET BACKED NOTES," and the "CLASS C SERIES 2001-A
FLOATING RATE ASSET BACKED NOTES."
(b) Series 2001-A shall be included in Group One and shall be a Principal
Sharing Series. Series 2001-A shall be an Excess Allocation Series with respect
to Group One only. Series 2001-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 relating to the Series 1996-VFC Certificates, Series
1996-A Certificates, Series 1996-B Certificates, Series 1999-A Certificates and
Series 2001-VFC Certificates issued by the Certificate Trust (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
2001-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 2001-A,
and
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(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 2001-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 and Cash
Collateral 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) and 4.11(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 2001-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
(exclusive of Investment Earnings on such date and before giving effect to any
deposit to, or withdrawal from, the Spread Account
3
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 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 ▇▇▇▇▇▇ Guaranty Trust Company of
New York 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 August 16, 2004.
"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 $702,000,000.
"CLASS A NOTE INTEREST RATE" means a per annum rate of 0.24% in excess of
LIBOR as determined on the LIBOR Determination Date for the applicable
Distribution Period.
4
"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 4.87% per annum.
"CLASS B ADDITIONAL INTEREST" is defined in SUBSECTION 4.2(b).
"CLASS B COUNTERPARTY" means ▇▇▇▇▇▇ Guaranty Trust Company of
New York 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
5
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 $76,500,000.
"CLASS B NOTE INTEREST RATE" means a per annum rate of 0.67% 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 4.87% per annum.
"CLASS C ADDITIONAL INTEREST" is defined in SUBSECTION 4.2(c).
"CLASS C COUNTERPARTY" means ▇▇▇▇▇▇ Guaranty Trust Company of
New York 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 September 15, 2004.
"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
6
Class C Swap has terminated for any reason, the Class C Monthly Interest for
that Distribution Date.
"CLASS C NET SWAP PAYMENT" means, with respect to any Distribution Date,
any net amount payable by the Issuer under the Class C Swap as a result of LIBOR
being less than the Class C Swap Rate. For the avoidance of doubt, Class C Net
Swap Payments do not include early termination payments or payment of breakage
or other miscellaneous costs.
"CLASS C NET SWAP RECEIPT" means, with respect to any Distribution Date,
any net amount payable by the Class C Counterparty as a result of LIBOR being
greater than the Class C Swap Rate. For the avoidance of doubt, Class C Net Swap
Receipts do not include early termination payments.
"CLASS C NOTE INITIAL PRINCIPAL BALANCE" means $121,500,000.
"CLASS C NOTE INTEREST RATE" means the rate specified in the Class C Note
Purchase Agreement; PROVIDED that the Class C Note Interest Rate shall not
exceed a per annum rate of 1.70% 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 NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement, dated
as of August 21, 2001, between WFN, the Transferor and the initial purchaser of
the Class C Notes.
"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 4.92% 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) and (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).
"CLOSING DATE" means August 21, 2001.
7
"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 2001-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 August 2004
Distribution Date, $64,875,000 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 August 1, 2003 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.
8
"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 October 15, 2001 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 2001-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, the outstanding Series under (and as
defined in) the Pooling and Servicing Agreement (other than Series represented
by the Collateral Certificate)
9
and each other Series hereafter specified in the related Indenture Supplement to
be included in Group One.
"INITIAL COLLATERAL AMOUNT" means $900,000,000.
"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 2001-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 2001-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) August 17, 2001 for the period from
and including the Closing Date through and including October 14, 2001 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
10
Agreement and (b) on and after the Certificate Trust Termination Date, the
"Minimum Transfer 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
October 2001 Distribution Date shall mean the period from and including the
Closing Date to and including the last day of September, 2001.
"MONTHLY PRINCIPAL" is defined in SECTION 4.3.
"MONTHLY PRINCIPAL REALLOCATION AMOUNT" means, for any Monthly Period, an
amount equal to the sum of:
(a) the lower of (i) the Class A Required Amount and (ii) the
greater of (A)(x) the product of (I) 22.00% and (II) the Initial
Collateral Amount MINUS (y) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the related
Monthly Period) and unreimbursed Reallocated Principal Collections (as of
the previous Distribution Date) and (B) zero; and
(b) the lower of (i) the sum of the Class B Required Amount, the
Servicing Fee Required Amount and the Class C Swap Required Amount and
(ii) the greater of (A)(x) the product of (I) 13.5% and (II) the Initial
Collateral Amount MINUS (y) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the related
Monthly Period) and unreimbursed Reallocated Principal Collections (as of
the previous Distribution Date and as required in CLAUSE (a) above) and
(B) zero.
"NET INTEREST OBLIGATION" means, for any Distribution Date, the sum of the
Class A Net Interest Obligation, the Class B Net Interest Obligation and the
Class C Net Interest Obligation for such Distribution Date.
"NET SWAP PAYMENTS" means, with respect to any Distribution Date,
collectively, the Class A Net Swap Payment, the Class B Net Swap Payment and the
Class C Net Swap Payment for such Distribution Date.
"NET SWAP RECEIPTS" means, collectively, the Class A Net Swap Receipt, the
Class B Net Swap Receipt and the Class C Net Swap Receipt for such Distribution
Date.
"NOTE PRINCIPAL BALANCE" means, on any date of determination, an amount
equal to the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance.
"NOTEHOLDER SERVICING FEE" is defined in SECTION 3.1.
11
"PERCENTAGE ALLOCATION" is defined in SUBSECTION 4.1(b)(ii)(y).
"PORTFOLIO ADJUSTED YIELD" means, with respect to any Transfer Date, the
average of the percentages obtained for each of the three preceding Monthly
Periods by subtracting the Base Rate from the Portfolio Yield for such Monthly
Period and deducting 0.50% from the result for each Monthly Period.
"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 as
of the close of business on the last day of such Monthly Period.
"PRINCIPAL ACCOUNT" is defined in Section 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 SUBSECTION 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 October
2001 Distribution Date, the Excess Spread Percentage for such Distribution Date,
(b) with respect to the November 2001 Distribution Date, the percentage
equivalent of a fraction the numerator of which is the sum of (i) the Excess
Spread Percentage for the October 2001 Distribution Date and (ii) the Excess
Spread Percentage with respect to the November 2001 Distribution Date and the
denominator of which is two, (c) with respect to the December 2001 Distribution
Date, the percentage equivalent of a fraction the numerator of which is the sum
of (i) the Excess Spread Percentage for the October 2001 Distribution Date (ii)
the Excess Spread Percentage with respect to the November 2001 Distribution Date
and (iii) the Excess Spread Percentage with respect to the December 2001
Distribution Date and the denominator of which is three and (d) with respect
12
to the January 2002 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, ▇▇▇▇▇'▇ 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 2001-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 2001-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) $9,000,000
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 2001-A.
13
"REQUIRED RETAINED TRANSFEROR PERCENTAGE" means, for purposes of Series
2001-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 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 earliest of (a) 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 Portfolio Adjusted Yield 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 Portfolio Adjusted Yield 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 Portfolio Adjusted Yield 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;
14
(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 2001-A" means the Series of Notes the terms of which are specified
in this Indenture Supplement.
"SERIES 2001-A EARLY AMORTIZATION EVENT" is defined in SECTION 6.1.
"SERIES 2001-A FINAL MATURITY DATE" means the June 2008 Distribution Date.
"SERIES 2001-A NOTE" means a Class A Note, a Class B Note or a Class C
Note.
"SERIES 2001-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 numerator
used in determining the Allocation Percentage for Finance Charge Collections for
that Monthly Period and the denominator of which is the sum of the numerators
used in determining the Allocation Percentage 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 2001-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).
15
"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" is defined in the Class C Note Purchase
Agreement.
"TARGET AMOUNT" is defined in SUBSECTION 4.1(b)(i).
"TELERATE PAGE 3750" means the display page currently so designated on the
Bridge Telerate Markets Report (or such page as may replace that page in that
service for the purpose of displaying comparable rates or prices).
"UNCOVERED DILUTION AMOUNT" means an amount equal to the product of (x)
the Series Allocation Percentage for the related Monthly Period (determined on a
weighted average basis, if a Reset Date occurs during that Monthly Period),
TIMES (y) the aggregate Dilutions occurring during that Monthly Period as to
which any deposit is required to be made to the Excess Funding Account pursuant
to SECTION 3.9(a) of the Transfer and Servicing Agreement or SECTION 3.9(a) of
the Pooling and Servicing Agreement but has not been made; PROVIDED that, if the
Transferor Amount is greater than zero at the time the deposit referred to in
clause (y) is required to be made, the Uncovered Dilution Amount for such amount
to be deposited shall be deemed to be zero.
(b) Each capitalized term defined herein shall relate to the Series 2001-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 2001-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 $2,050,000.
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 2001-A Noteholders be liable for
16
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 2001-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 2001-A pursuant to ARTICLE VIII of the
Indenture shall be allocated and distributed as set forth in this Article.
(b) ALLOCATIONS TO THE SERIES 2001-A NOTEHOLDERS. The Servicer shall on
the Date of Processing, allocate to the Series 2001-A Noteholders the following
amounts as set forth below:
(i) ALLOCATIONS OF FINANCE CHARGE COLLECTIONS. The Servicer shall
allocate to the Series 2001-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
17
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 2001-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 2001-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 2001-A Noteholders pursuant to
this SUBSECTION 4.1(b)(ii) are paid to Transferor, Transferor shall
make an amount equal to the Reallocated Principal
18
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 2001-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 2001-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 2001-A pursuant to SECTION 4.15 of the
Pooling and Servicing Agreement or SECTION 8.5 of the Indenture)).
19
(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
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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
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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 Funding 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 and 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;
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(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(e) shall be deposited into the
Spread Account as provided in SECTION 4.12(e);
(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) an amount equal to any other payments owed to the Class C
Noteholders under the Class C Note Purchase Agreement shall be paid to the
Class C Noteholders; 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;
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(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
24
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 2001-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 2001-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 2001-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 2001-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 2001-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 2001-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 2001-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).
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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 2001-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 2001-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
26
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 2001-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 2001-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
2001-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.
27
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
28
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 2001-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 2001-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 2001-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 2001-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 $22,500,000 in
immediately available funds into the Cash Collateral Account. Funds on deposit
in the Cash Collateral Account shall be invested at the written direction of the
Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in
the Cash Collateral Account on any Transfer Date, after giving effect to any
withdrawals from the Cash Collateral Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of New York. The Indenture
Trustee shall hold such of the Eligible Investments as constitutes investment
property through a securities intermediary, which securities intermediary shall
agree with the Indenture Trustee that (a) such investment property
29
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.
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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(e).
(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
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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 paid to the holders of the Transferor Interest by
the Indenture Trustee upon written direction of the Servicer. 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; PROVIDED
that after the maturity of the Series 2001-A Notes has been accelerated as a
result of an Event of Default, all Investment Earnings shall be added to the
balance on deposit in the Spread Account and treated like the rest of the
Available Spread Account Amount.
(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 for payment to the Class C Noteholders in respect of
interest on the Class C Notes.
(d) On the earlier of Series 2001-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 2001-A and acceleration of the maturity of the Series 2001-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
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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 August 1, 2003;
PROVIDED that if the Controlled Accumulation Period Length (determined as
described below) on any Determination Date on or after the July 2003
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 July 2003 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
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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 July 2003
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 2001-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 2001-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 2001-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
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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 August 1, 2003, (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.
35
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 and Class B 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 (▇▇▇) ▇▇▇-▇▇▇▇ 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 2001-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 2001-A NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2001-A
NOTEHOLDERS
Section 5.1 DELIVERY AND PAYMENT FOR THE SERIES 2001-A NOTES.
The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Series 2001-A Notes in accordance with SECTION 2.3 of the
Indenture. The Indenture Trustee shall deliver the Series 2001-A Notes to or
upon the written order of the Trust when so authenticated.
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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 2001-A Noteholders hereunder shall be made
by (i) check mailed to each Series 2001-A Noteholder (at such Noteholder's
address as it appears in the Note Register), except that for any Series 2001-A
Notes registered in the name of the nominee of a Clearing Agency and for the
Class C Notes, such distribution shall be made by wire transfer of immediately
available funds and (ii) without presentation or surrender of any Series 2001-A
Note or the making of any notation thereon.
Section 5.3 REPORTS AND STATEMENTS TO SERIES 2001-A NOTEHOLDERS.
(a) On each Distribution Date, the Indenture Trustee shall forward to each
Series 2001-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 2001-A Noteholder by a request in
writing to the Servicer.
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(d) On or before January 31 of each calendar year, beginning with January
31, 2002, 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 2001-A
Noteholder, a statement prepared by the Servicer containing the information
which is required to be contained in the statement to Series 2001-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 2001-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 2001-A EARLY AMORTIZATION EVENTS
Section 6.1 SERIES 2001-A EARLY AMORTIZATION EVENTS. If any one of the
following events shall occur with respect to the Series 2001-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 2001-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 2001-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 2001-A Notes and as a result of which the interests of the
Series 2001-A Noteholders are materially and adversely affected for such period;
PROVIDED, HOWEVER, that a Series 2001-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;
38
(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 ▇▇▇▇▇ 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 2001-A and acceleration of the maturity of the Series
2001-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 2001-A Notes evidencing more than 50%
of the aggregate unpaid principal amount of
39
Series 2001-A Notes by notice then given in writing to the Transferor and the
Servicer (and to the Indenture Trustee if given by the Series 2001-A
Noteholders) may declare that a "Series Early Amortization Event" with respect
to Series 2001-A (a "SERIES 2001-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 2001-A Early Amortization Event
shall occur without any notice or other action on the part of the Indenture
Trustee or the Series 2001-A Noteholders immediately upon the occurrence of such
event.
ARTICLE VII.
REDEMPTION OF SERIES 2001-A NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.1 OPTIONAL REDEMPTION OF SERIES 2001-A NOTES; FINAL
DISTRIBUTIONS.
(a) On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-A Notes is reduced to 5% or less of the
initial outstanding principal balance of Series 2001-A Notes, the Servicer shall
have the option to redeem the Series 2001-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 2001-A shall be reduced to zero and the Series 2001-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
2001-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
2001-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 2001-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
40
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, (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 and (D) any other amounts owed to the
Class C Noteholders under the Class C Note Purchase Agreement 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 2001-A Final Maturity Date, the unpaid principal amount of
the Series 2001-A Notes shall be due and payable, and the right of the Series
2001-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. For purposes of the application
of SECTION 10.2 to any amendment of this Indenture Supplement, the Series 2001-A
Noteholders shall be the only Noteholders whose vote shall be required.
Section 8.2 FORM OF DELIVERY OF THE SERIES 2001-A NOTES. The Class A Notes
and the Class B 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. The
Class C Notes shall be Definitive Notes and shall
41
be registered in the Note Register in the name of the initial purchaser of the
Class C Notes identified in the Class C Note Purchase Agreement.
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. (a) All transfers will be subject to the
transfer restrictions set forth on the Notes. (b) The Class C Notes will be
subject to limitations on transfer and exchange set forth in the Class C Note
Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
42
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/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
BNY MIDWEST TRUST COMPANY, as Indenture Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Acknowledged and Accepted:
WORLD FINANCIAL NETWORK NATIONAL BANK,
as Servicer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
WFN CREDIT COMPANY, LLC
as Transferor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
S-1
EXHIBIT A-1
FORM OF CLASS A SERIES 2001-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
Exhibit A-1 (Page 1)
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 2)
REGISTERED $______________ *
No. R-_______ CUSIP NO. _______
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2001-A
CLASS A SERIES 2001-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 DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the June 2008
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.
----------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Exhibit A-1 (Page 3)
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST,
as Issuer
By: Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Owner Trustee under the
Trust Agreement
By:_________________________________________
Name:
Title:
Dated:________________, 200[_]
Exhibit A-1 (Page 4)
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY, as
Indenture Trustee
By:________________________________________
Authorized Signatory
Dated: ____________________________________
Exhibit A-1 (Page 5)
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2001-A
CLASS A SERIES 2001-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 2001-A (the "SERIES 2001-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 August 21, 2001 (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
Exhibit A-1 (Page 6)
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Exhibit A-1 (Page 7)
ASSIGNMENT
Social Security or other identifying number of assignee _______________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________ (name and address of assignee) the within
certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints ___________________________ attorney, to transfer said certificate on
the books kept for registration thereof, with full power of substitution in the
premises.
Dated:___________________________ _________________________________**
Signature Guaranteed:
----------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-1 (Page 8)
EXHIBIT A-2
FORM OF CLASS B SERIES 2001-A FLOATING RATE ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEW YORK ("WFNMT"),
THE TRANSFEROR OR THE ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE
OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST WFNMT, THE TRANSFEROR OR THE
ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE
NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.
THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
THE HOLDER OF THIS CLASS B NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS B NOTE
Exhibit A-2 (Page 1)
WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW).
Exhibit A-2 (Page 2)
REGISTERED $______________ *
No. R-_______ CUSIP NO. _______
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2001-A
CLASS B SERIES 2001-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 _______ DOLLARS, or such
greater or lesser amount as determined in accordance with the Indenture, on the
June 2008 Distribution Date, except as otherwise provided below or in the
Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class B Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue
for each Distribution Date from and including the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, for
the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Note shall
be paid in the manner specified in the Indenture Supplement referred to on the
reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS
ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.
----------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Exhibit A-2 (Page 3)
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.
WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST,
as Issuer
By: Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Owner Trustee under the Trust
Agreement
By:________________________________________
Name:
Title:
Dated: ________________, 20[__]
Exhibit A-2 (Page 4)
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY,
as Indenture Trustee
By:_______________________________________
Authorized Signatory
Dated: ___________________________________
Exhibit A-2 (Page 5)
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2001-
CLASS B SERIES 2001-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 2001-A (the "SERIES 2001-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 August 21, 2001 (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.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Issuer allocated to the payment of this Note for
payment hereunder and that neither the Owner Trustee nor the Indenture Trustee
is liable to the Noteholders for any amount payable under the Notes or the
Indenture or, except in the case of the Indenture Trustee as expressly provided
in the Indenture, subject to any liability under the Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
THE ISSUER, WORLD FINANCIAL NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR
ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
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
Exhibit A-2 (Page 6)
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Exhibit A-2 (Page 7)
ASSIGNMENT
Social Security or other identifying number of assignee _______________.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________ (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:________________________, _________________________________**
Signature Guaranteed:
----------
** The signature to this assigment 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-2 (Page 8)
EXHIBIT A-3
FORM OF CLASS C SERIES 2001-A FLOATING RATE ASSET BACKED NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE
SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY
APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT
TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEW YORK ("WFNMT"),
THE TRANSFEROR OR THE ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE
OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST WFNMT, THE TRANSFEROR OR THE
ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE
NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS C NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER
Exhibit A-3 (Page 1)
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 2)
REGISTERED $______________ *
No. R-_______
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2001-A
CLASS C SERIES 2001-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 ______________., or registered assigns,
subject to the following provisions, the principal sum of ______________
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the June 2008 Distribution Date, except as otherwise provided
below or in the Indenture. The Issuer will pay interest on the unpaid principal
amount of this Note at the Class C Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year and the actual number of days elapsed. Principal
of this Note shall be paid in the manner specified in the Indenture Supplement
referred to on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS
ON THE CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
----------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Exhibit A-3 (Page 3)
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.
WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST,
as Issuer
By: Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Owner Trustee under the Trust
Agreement
By:________________________________________
Name:
Title:
Dated: _______________________, ____
Exhibit A-3 (Page 4)
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY,
as Indenture Trustee
By:________________________________________
Authorized Signatory
Dated: ____________________________________
Exhibit A-3 (Page 5)
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST SERIES 2001-A
CLASS C SERIES 2001-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 2001-A (the "SERIES 2001-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 August 21, 2001 (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.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Issuer allocated to the payment of this Note for
payment hereunder and that neither the Owner Trustee nor the Indenture Trustee
is liable to the Noteholders for any amount payable under the Notes or the
Indenture or, except in the case of the Indenture Trustee as expressly provided
in the Indenture, subject to any liability under the Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
THE ISSUER, WORLD FINANCIAL NETWORK NATIONAL BANK, WFN CREDIT COMPANY LLC, OR
ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class C Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
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 6)
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-3 (Page 7)
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2001-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 2001-A
Indenture Supplement dated as of August 21, 2001 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 .... $_______________________
Exhibit B-1 (Page 1)
Class A Net Swap Payment .................. $_______________________
B. Pursuant to SUBSECTION 4.4(a)(ii):
Class B Monthly Interest for the
preceding Interest Period ................. $_______________________
Monthly Interest previously due but not
distributed to Class B Noteholders ........ $_______________________
Additional Interest previously due but
not distributed to Class B Noteholders .... $_______________________
Class B Net Swap Payment .................. $_______________________
C. Pursuant to SUBSECTION 4.4(a)(iii):
Noteholder Servicing Fee for such
Distribution Date, PLUS the amount of
any Noteholder Servicing Fee previously
due but not distributed to the Servicer
on a prior Distribution Date .............. $_______________________
▇. ▇▇▇▇▇▇▇▇ 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 .................. $_______________________
Pursuant to SUBSECTION 4.4(a)(v) from
E. 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):
Exhibit B-1 (Page 2)
Investor Charge Offs and the amount of
Reallocated Principal Collections not
previously reimbursed to be treated as
Available Principal Collections ........... $_______________________
G. Pursuant to SUBSECTION 4.4(a)(vii):
Amount to be deposited into the Cash
Collateral Account ........................ $_______________________
▇. ▇▇▇▇▇▇▇▇ 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 to be paid to the
Class C Noteholders ....................... $_______________________
L. Pursuant to SUBSECTION 4.4(a)(xii):
The balance will constitute Excess
Finance Charge Collections for such
Distribution Date ......................... $_______________________
Pursuant to SECTION 4.4(b) and (c), the Servicer does hereby
instruct the Indenture Trustee (i) to make a withdrawal from the Distribution
Account (or other Series Account specified below) on ____________, 200_, which
date is a Distribution Date under the Indenture
Exhibit B-1 (Page 3)
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with SECTION 4.4(b) and (c):
A. Pursuant to SUBSECTION 4.4(b):
During the Revolving Period, amount equal to the
Available Principal Collections to be treated as Shared
Principal Collections and applied in accordance with
SECTION 8.5 of the Indenture. .........................$____________
B. Pursuant to SUBSECTION 4.4(c)(i):
During the Controlled Accumulation Period, Monthly
Principal for such Distribution Date to be deposited
into the Principal Accumulation Account. ..............$____________
C. Pursuant to SUBSECTION 4.4(c)(ii):
During the Early Amortization Period, Monthly Principal
for such Distribution Date for payment to the Class A
Noteholders on such Distribution Date until the Class A
Note Principal Balance has been paid in full. .........$____________
▇. ▇▇▇▇▇▇▇▇ 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):
Exhibit B-1 (Page 4)
Amount, if any, remaining after giving effect to Clauses
(B) through (E) above, to be treated as Shared Principal
Collections. ..........................................$____________
Pursuant to SECTION 4.6, the Servicer does hereby instruct the
Indenture Trustee (i) to make a withdrawal from the Distribution Account on
____________, 200_, which date is a Distribution Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with SECTION 4.6:
Reallocated Principal Collections to fund any deficiency
pursuant to and in the priority set forth SUBSECTIONS
4.4(a)(i), (ii), (iii) and (iv) of the Indenture
Supplement. ...........................................$____________
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 up to the Available Spread Account
Amount, in the following amount.
...................................................................$____________
II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS
Pursuant to SECTION 5.2, the Servicer does hereby instruct the
Indenture Trustee or the Paying Agent as the case may be, to pay in accordance
with SECTION 5.2 from the Collection Account or the Principal Funding Account,
as applicable, on _______________, which date is a Distribution Date under the
Indenture Supplement, the following amounts:
A. Pursuant to SUBSECTION 5.2(a):
(1) Class A Noteholder's PRO RATA share of the amounts on
deposit in the Distribution Account that are allocated
and available on ......................................$____________
Exhibit B-1 (Page 5)
such Distribution Date to pay interest on the Class A
Notes pursuant to the Indenture Supplement. ...........$____________
(2) Class A Noteholder's PRO RATA share of the amounts on
deposit in the Distribution Account that are allocated
and available on such Distribution Date to pay principal
of the Class A Notes pursuant to the Indenture
Supplement. ...........................................$____________
B. Pursuant to SUBSECTION 5.2(b):
(1) Class B Noteholder's PRO RATA share of the amounts on
deposit in the Distribution Account that are allocated
and available on such Distribution Date to pay interest
on the Class B Notes pursuant to the Indenture
Supplement. ...........................................$____________
(2) Class B Noteholder's PRO RATA share of the amounts on
deposit in the Distribution Account that are allocated
and available on such Distribution Date to pay principal
of the Class B Notes pursuant to the Indenture
Supplement. ...........................................$____________
C. Pursuant to SUBSECTION 5.2(c):
(1) Class C Noteholder's PRO RATA share of the amounts on
deposit in the Distribution Account that are allocated
and available on such Distribution Date to pay interest
of the Class C Notes pursuant to the Indenture
Supplement, including amounts withdrawn from the Spread
Account. ..............................................$____________
(2) Class C Noteholder's PRO RATA share of the amounts on
deposit in the Distribution Account that are allocated
and available on such Distribution Date to pay principal
on the Class C Notes pursuant to the Indenture
Supplement. ...........................................$____________
Exhibit B-1 (Page 6)
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ___________ day of ________________, 2000_.
WORLD FINANCIAL NETWORK NATIONAL
BANK, as Servicer
By:_____________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY NOTEHOLDERS' STATEMENT
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
SERIES 2001-A
Pursuant to the Master Indenture, dated as of 2001-A, (as amended
and supplemented, the "INDENTURE") between World Financial Network Credit Card
Master Note Trust (the "ISSUER") and BNY Midwest Trust Company, as indenture
trustee (the "INDENTURE TRUSTEE"), as supplemented by the Series 2001-A
Indenture Supplement (the "INDENTURE SUPPLEMENT"), dated as of 2001-A, 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 2001-A (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
2001-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 2001-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
Exhibit C-1 (Page 4)
IN THE SPREAD ACCOUNT $____________
EXCESS FINANCE CHARGES COLLECTIONS -
TOTAL EXCESS FINANCE CHARGE COLLECTIONS
FOR ALL ALLOCATION SERIES $____________
SHARED PRINCIPAL COLLECTIONS -
TOTAL SHARED PRINCIPAL COLLECTIONS
FOR ALL ALLOCATIONS SERIES $____________
YIELD AND BASE RATE -
Base Rate (Current Month) _____________%
Base Rate (Prior Month) _____________%
Base Rate (Two Months Ago) _____________%
THREE MONTH AVERAGE BASE RATE ____________%
Portfolio Yield (Current Month) _____________%
Portfolio Yield (Prior Month) _____________%
Portfolio Yield (Two Months Ago) _____________%
THREE MONTH AVERAGE PORTFOLIO YIELD ____________%
PORTFOLIO ADJUSTED YIELD ____________%
PRINCIPAL COLLECTIONS -
Exhibit C-1 (Page 5)
MONTHLY PRINCIPAL ____________%
PRINCIPAL ACCUMULATION ACCOUNT BALANCE $____________
SERIES 2001-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 2001-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 2001-A Indenture
Supplement, dated as of August 21, 2001, 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
Included in Exhibit 4.9 (ISDA Master Agreement), Exhibit 4.10 (Schedule A to
Master Agreement and Exhibit 4.11 (Class A Confirmation)
Exhibit E-1 (Page 1)
EXHIBIT E-2
FORM OF CLASS B SWAP
Included in Exhibit 4.9 (ISDA Master Agreement), Exhibit 4.10 (Schedule A to
Master Agreement) and Exhibit 4.12 (Class B Confirmation)
Exhibit E-2 (Page 1)
EXHIBIT E-3
FORM OF CLASS C SWAP
Included in Exhibit 4.9 (ISDA Master Agreement), Exhibit 4.10 (Schedule A to
Master Agreement) and Exhibit 4.13 (Class C Confirmation)
Exhibit E-3 (Page 1)
SCHEDULE 1
PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS
(a) In addition to the representations, warranties and covenants contained
in the Indenture, the Issuer hereby represents, warrants and covenants to the
Indenture Trustee as follows as of the Closing Date:
(1) The Indenture creates a valid and continuing security interest (as
defined in the applicable Uniform Commercial Code) in the Net Swap Receipts in
favor of the Indenture Trustee, which security interest is prior to all other
Liens, and is enforceable as such against creditors of and purchasers from
Issuer.
(2) The Net Swap Receipts constitute "general intangibles" within the
meaning of the applicable Uniform Commercial Code.
(3) Issuer owns and has good and marketable title to the Net Swap Receipts
free and clear of any Lien, claim or encumbrance of any Person.
(4) There are no consents or approvals required by the terms of the Class
A Swap, Class B Swap or Class C Swap for the pledge of the Net Swap Receipts to
the Indenture Trustee pursuant to the Indenture.
(5) Issuer (or the Administrator on behalf of the Issuer) has caused the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest granted to the Indenture Trustee under the Indenture in the
Net Swap Receipts.
(6) Other than the pledge of the Net Swap Receipts to Indenture Trustee
pursuant to the Indenture, Issuer has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed the Net Swap Receipts. Issuer has
not authorized the filing of and is not aware of any financing statements
against Issuer that include a description of the Net Swap Receipts, except for
the financing statement filed pursuant to the Indenture.
(7) Notwithstanding any other provision of the Indenture, the
representations and warranties set forth in this SCHEDULE 1 shall be continuing,
and remain in full force and effect, until such time as the Series 2001-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.
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