Page  
ARTICLE I. CREATION OF THE SERIES 2009C NOTES 

Section 1.1 Designation 
1  
ARTICLE II. DEFINITIONS 

Section 2.1 Definitions 
1  
ARTICLE III. NOTEHOLDER SERVICING FEE 

Section 3.1 Servicing Compensation 
15  
Section 3.2 Covenants 
16  
ARTICLE IV. RIGHTS OF SERIES 2009C NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS 

Section 4.1 Collections and Allocations 
16  
Section 4.2 Determination of Monthly Interest 
19  
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 ChargeOffs 
24  
Section 4.6 Reallocated Principal Collections 
24  
Section 4.7 Excess Finance Charge Collections 
24  
Section 4.8 Shared Principal Collections 
25  
Section 4.9 Certain Series Accounts 
25  
Section 4.10 Reserve Account 
26  
Section 4.11 Cash Collateral Account 
27  
Section 4.12 Spread Account 
29  
Section 4.13 Investment Instructions 
31  
Section 4.14 Controlled Accumulation Period 
31  
Section 4.15 Suspension of Controlled Accumulation Period 
32  
ARTICLE V. DELIVERY OF SERIES 2009C NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2009C NOTEHOLDERS 

Section 5.1 Delivery and Payment for the Series 2009C Notes 
33 
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Page  
Section 5.2 Distributions 
33  
Section 5.3 Reports and Statements to Series 2009C Noteholders 
34  
ARTICLE VI. SERIES 2009C EARLY AMORTIZATION EVENTS 

Section 6.1 Series 2009C Early Amortization Events 
35  
Section 6.2 Notice of Series 2009C Early Amortization Events 
37  
ARTICLE VII. REDEMPTION OF SERIES 2009C NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION 

Section 7.1 Optional Redemption of Series 2009C Notes; Final Distributions 
37  
Section 7.2 Series Termination 
38  
ARTICLE VIII. MISCELLANEOUS PROVISIONS 

Section 8.1 Ratification of Indenture; Amendments 
38  
Section 8.2 Form of Delivery of the Series 2009C Notes 
39  
Section 8.3 Counterparts 
39  
Section 8.4 GOVERNING LAW 
39  
Section 8.5 Limitation of Liability 
39  
Section 8.6 Rights of the Indenture Trustee 
39  
Section 8.7 Additional Provisions 
39  
Section 8.8 Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes 
40 
ii
EXHIBITS 

EXHIBIT A1 FORM OF CLASS A NOTE 

EXHIBIT A2 FORM OF CLASS M NOTE 

EXHIBIT A3 FORM OF CLASS B NOTE 

EXHIBIT A4 FORM OF CLASS C NOTE 

EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO INDENTURE TRUSTEE 

EXHIBIT C FORM OF MONTHLY NOTEHOLDERS’ STATEMENT 

SCHEDULE I PERFECTION COVENANTS 
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3
4
5
6
7
8
9
10
11
12
13
14
^{1}  For example, if the Spread Account Percentage on one Distribution Date were 2.25%, then the Spread Account Percentage for the next Distribution Date could not be less than 1.75%, even if the Quarterly Excess Spread Percentage on such next Distribution Date were greater than or equal to 6.0%. 
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18
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WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, as Issuer  
By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee  
By:  /s/ Annette Morgan


Name:  Annette E. Morgan  
Title:  Assistant Vice President  
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee  
By:  /s/ David H. Hill


Name:  David H. Hill  
Title:  Assistant Vice President 
Acknowledged and Accepted:  
WORLD FINANCIAL NETWORK NATIONAL BANK, as Servicer 

By:

/s/ Ronald C. Reed


Title: Assistant Treasurer  
WFN CREDIT COMPANY, LLC as Transferor 

By:

/s/ Daniel T. Groomes


Title: President 
S1
REGISTERED No. R 
$110,000,000 CUSIP NO. 981464BY5 
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, as Issuer 

By: U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement 

By:  
Name:  
Title: 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee  
By:  
Dated:  
Exhibit A2 (Page 6)
Exhibit A2 (Page 7)
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 A2 (Page 8)
Exhibit A2 (Page 1)
Exhibit A2 (Page 2)
REGISTERED No. R 
$5,221,519 CUSIP NO. 981464BZ2 
Exhibit A2 (Page 3)
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE
TRUST, as Issuer 

By: U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement  
By:  
Name:  
Title: 
Exhibit A2 (Page 4)
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee 

By:  
Dated:  
Exhibit A2 (Page 5)
Exhibit A2 (Page 6)
Exhibit A2 (Page 7)
Dated: ,

,  
Exhibit A2 (Page 8)
Exhibit A3 (Page 1)
REGISTERED No. R 
$6,613,925 CUSIP NO. 981464CA6 
Exhibit A3 (Page 2)
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE
TRUST, as Issuer 

By: U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement  
By:  
Name:  
Title: 
Exhibit A3 (Page 3)
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee 

By:  
Dated:  
Exhibit A3 (Page 4)
Exhibit A3 (Page 5)
Exhibit A3 (Page 6)
Dated: ,

,  ^{**}  
^{**}  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 A3 (Page 7)
Exhibit A4 (Page 1)
Exhibit A4 (Page 2)
REGISTERED No. R 
$17,405,064 CUSIP NO. 981464CB4 
Exhibit A4 (Page 3)
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE
TRUST, as Issuer 

By: U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement  
By:  
Name:  
Title: 
Exhibit A4 (Page 4)
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee 

By:  
Dated:  
Exhibit A4 (Page 5)
Exhibit A4 (Page 6)
Exhibit A4 (Page 7)
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 A4 (Page 8)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  Total  
INTEREST PAYMENTS 

(From Distribution
Accounts) 

1. Amount to be
distributed to the
Class A Noteholders 

2. Amount to be
distributed to the
Class M Noteholders 

3. Amount to be
distributed to the
Class B Noteholders 

4. Amount to be
distributed to the
Class C Noteholders 
Exhibit B (Page 1)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  Total  
5. Amount to be
distributed to the
Swap Provider 

6. Amount to be
received from the
Swap Provider 

7. Amount to be
returned to WFN 

PRINCIPAL PAYMENTS 

(From Principal
Accounts) 

1. Amount to be
distributed to the
Class A Noteholders 

2. Amount to be
distributed to the
Class M Noteholders 

3. Amount to be
distributed to the
Class B Noteholders 

4. Amount to be
distributed to the
Class C Noteholders 

TRANSFER OF
INTEREST EARNINGS 

(from Accounts
below to Finance
Charge Accounts) 

1. Cash Collateral
Account 

2. Spread Account 
Exhibit B (Page 2)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  Total  
3. Principal
Accumulation
Account 

4. Principal Account 

5. Reserve Account 
World Financial Network National Bank, as Servicer  
By:  
Name:  
Title:  
Exhibit B (Page 3)
Monthly Period:  
Determination Date:  
Distribution Date:  
Number of Days in Period:  
Number of Days in Month:  
Record Date:  
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(a) Class A Initial Note Principal Balance 

(b) Class M Initial Note Principal Balance 

(c) Class B Initial Note Principal Balance 

(d) Class C Initial Note Principal Balance 

(e) Total Initial Note Principal Balance 

(f) Class A Initial Note Principal Balance % 

(g) Class M Initial Note Principal Balance % 

(h) Class B Initial Note Principal Balance % 
Exhibit C (Page 1)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(i) Class C Initial Note Principal Balance % 

(j) Required Retained Transferor Percentage 

(k) Additional Minimum Transferor
Percentage (2% NovJan; 0% otherwise) 

(l) LIBOR rate as of most recent reset day 

(m) Class A Rate 

(n) Class A Swap Rate, if applicable 

(o) Class M Rate 

(p) Class M Swap Rate, if applicable 

(q) Class B Rate 

(r) Class B Swap Rate, if applicable 

(s) Class C Rate 

(t) Class C Swap Rate, if applicable 

(u) Servicing Fee Percentage 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
Monthly Period 

(a) Initial Collateral Amount 

(b) Principal Payments made to Noteholders 

(c) Principal Accumulation Account Balance 

(d) Unreimbursed Investor Chargeoffs and
Reallocated Principal Collections 

(e) Collateral Amount End of Current
Monthly Period 

(f) Beginning Class A Note Principal Balance 

(g) Beginning Class M Note Principal Balance 

(h) Beginning Class B Note Principal Balance 

(i) Beginning Class C Note Principal Balance 

(j) Total Beginning Note Principal Balance 

(k) Ending Class A Note Principal Balance 

(l) Ending Class M Note Principal Balance 

(m) Ending Class B Note Principal Balance 

(n) Ending Class C Note Principal Balance 

(o) Total Ending Note Principal Balance 

(p) Allocation Percentage Finance Charges
Collections and Default Amounts 

(q) Allocation Percentage Principal
Collections 
Exhibit C (Page 2)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(a) Beginning of the Month Principal
Receivables 

(b) Collection of Principal Receivables 

(c) Defaulted Receivables (principal
chargeoffs): 

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

(e) Sales (principal receivables generated): 

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

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

(h) Recoveries of previously Chargedoff
Receivables: 

(i) Beginning of the Month Finance Charge
Receivables 

(j) End of the Month Finance Charge
Receivables 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
COLLECTIONS: 

(a) Collections of Principal Receivables 

(b) Collections of Finance Charge Receivables 

(c) Total Collections (a+b) 

(d) Monthly Payment Rate (% of Beginning Total
Receivables Outstanding) 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
DELINQUENCIES AND LOSSES: 

End of the month delinquencies: 

(e) 130 days delinquent (CA1) 

(f) 3160 days delinquent (CA2) 

(g) 6190 days delinquent (CA3) 

(h) 91120 days delinquent (CA4) 

(i) 121150 days delinquent (CA5) 

(j) 151+ days delinquent (CA6) 

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

CHARGEOFFS: 

(l) Defaulted Receivables (principal
chargeoffs): 

(m) Recoveries of previously Chargedoff
Receivables 

(n) Gross Principal ChargeOffs (% of End of
Month Total Principal Receivables)
(annualized) 
Exhibit C (Page 3)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(o) Net Principal ChargeOffs (% of End of
Month Total Principal Receivables)
(annualized) 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(a) Required Retained Transferor Percentage 

(b) Additional Minimum Transferor
Percentage (2% NovJan; 0% otherwise) 

(c) Beginning Transferor’s Amount 

(d) Ending Transferor’s Amount 

(e) Minimum Transferor’s Amount 

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

(g) Principal Accounts Balance at end of
Monthly Period 

(h) Sum of Principal Receivables, Excess
Funding Account and Principal Accounts
at end of Monthly Period 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
BEGINNING ACCOUNT BALANCES: 

(a) Finance Charge Account 

(b) Cash Collateral Account 

(c) Spread Account 

(d) Reserve Account 

(e) Principal Account 

(f) Principal Accumulation Account 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
ENDING ACCOUNT BALANCES: 

(g) Finance Charge Account 

(h) Cash Collateral Account 

(i) Spread Account 

(j) Reserve Account 

(k) Principal Account 

(l) Principal Accumulation Account 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
INTEREST AND EARNINGS: 

(m) Interest and Earnings on Finance Charge
Account 

(n) Interest and Earnings on Cash
Collateral Account 

(o) Interest and Earnings on Spread Account 

(p) Interest and Earnings on Reserve Account 

(q) Interest and Earnings on Principal
Accumulation Account 

(r) Interest and Earnings on Principal
Funding Account 
Exhibit C (Page 4)
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
APPLICATIONS OF FINANCE CHARGE COLLECTIONS: 

(a) Floating Allocation of Finance Charges 

(b) Class A Monthly Interest 

(c) Class A Swap Payment Due to (from) Swap
Provider, if applicable 

(d) Class M Monthly Interest 

(e) Class M Swap Payment Due to (from) Swap
Provider, if applicable 

(f) Class B Monthly Interest 

(g) Class B Swap Payment Due to (from) Swap
Provider, if applicable 

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

(i) Class C Monthly Interest 

(j) Class C Swap Payment Due to (from) Swap
Provider, if applicable 

(k) Investor Default Amounts 

(l) Uncovered Dilution Amounts 

(m) Unreimbursed Investor Chargeoffs and
Reallocated Principal Collections 

(n) Required to be Deposited into Cash
Collateral Account 

(o) Required Reserve Account Amount 

(p) Required to be Deposited into the Spread
Account 

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

(r) Other Payments Required to be made 

(s) Excess Finance Charge Collections
(abcdefghijklmnopqr) 

Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
APPLICATION OF PRINCIPAL COLLECTIONS: 

(t) Investor Principal Collections 

(u) Less Reallocated Principal Collections 

(v) Plus Shared Principal Collections from
other Principal Sharing Series 

(w) Plus Aggregate amount of Finance Charge
Collections applied to cover Defaults and Uncovered Dilution and to be treated as Available Principal Collections 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(x) Available Principal Collections (t+u+v+w) 

(y) Deposits to Principal Accumulation
Account 

(z) Monthly Principal applied for payments
to the Class A Noteholders 

(aa) Monthly Principal applied for payments
to the Class M Noteholders 

(ab) Monthly Principal applied for payments
to the Class B Noteholders 

(ac) Monthly Principal applied for payments
to the Class C Noteholders 

(ad) Shared Principal Collections applied to
other Principal Sharing 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(a) Investor Defaults and Uncovered Dilution 

(b) Reimbursed from Available Funds 

(c) Reimbursed from Cash Collateral Account 

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

(e) Investor Chargeoff (a  d) 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
Base Rate 

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

(a) Base Rate (current month) 

(b) Base Rate (prior month) 

(c) Base Rate (2 months prior) 

(d) 3 Month Average Base Rate 

Portfolio Yield 

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

(e) Portfolio Yield (current month) 

(f) Portfolio Yield (prior month) 

(g) Portfolio Yield (2 months prior) 

(h) 3 Month Average Portfolio Yield 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
Excess Spread Percentage 

(Portfolio Yield less Base Rate) 

(i) Portfolio Adjusted Yield (current month) 

(j) Portfolio Adjusted Yield (prior month) 

(k) Portfolio Adjusted Yield (2 months prior) 

(l) Portfolio Adjusted Yield (3 month average) 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(a) Cumulative Class A principal
distributed to PAA (as of prior
distribution date) 

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

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

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

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

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

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

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

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

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

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

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

(m) Ending PAA balance (c + f + i
+l) 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(a) Class A Principal Paid (as of prior
distribution dates) 

(b) Class A Principal Payments 

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

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

(e) Class M Principal Payments 

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

(g) Class B Principal Paid (as of prior
distribution dates) 
Series  Series  Series  Series  Series  Series  Series  Series  
2004C  2006A  2008A  2008B  2009A  2009B  2009C  2009D  
(h) Class B Principal Payments 

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

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

(k) Class C Principal Payments 

(l) Total Class C Principal Paid (j + k) 
World Financial Network National Bank, as Servicer  
By:  
Name:  
Title:  
1