EXHIBIT 10.7
THIS AMENDMENT TO AMENDED AND
RESTATED POOLING AND SERVICING AGREEMENT AND SECOND AMENDMENT TO
AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT, dated as of
April 7, 2004 (this “ Amendment ”), is
among WFN CREDIT COMPANY, LLC, a Delaware limited liability
company, as Transferor (“ Transferor ”), WORLD
FINANCIAL NETWORK NATIONAL BANK, a national banking association
(“ WFN ”), as Servicer (in such capacity, the
“ Servicer ”) and JPMORGAN CHASE BANK, a New
York banking corporation, as Trustee (“ Trustee
”).
BACKGROUND
WHEREAS, the parties hereto are
parties to that certain Amended and Restated Pooling and Servicing
Agreement, dated as of January 30, 1998, as amended and
restated September 28, 2001 (the “ Pooling and
Servicing Agreement ”);
WHEREAS, pursuant to
Section 13.1(b) of the Pooling and Servicing Agreement, the
parties hereto desire to effect certain amendments to the Pooling
and Servicing Agreement and the Amended and Restated 2000-1
Supplement, dated as of December 22, 2000, as amended and
restated December 19, 2002 and as further amended on
August 28, 2003, to the Pooling and Servicing Agreement (the
“ Series Supplement ”).
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Definitions .
Capitalized terms used in this Amendment and not otherwise defined
are defined in the Series Supplement or, if not defined in the
Series Supplement, in the Pooling and Servicing
Agreement.
SECTION 2. Amendments to the
Series Supplement . The Series Supplement is hereby amended as
follows:
(a) The following definition is
hereby added to Section 2 of the Series Supplement in
alphabetical order:
“ Second Amendment Date
” means April 7, 2004.
(b) The definition of “
Maximum Collateral Funded Amount ” in Section 2
of the Series Supplement is hereby amended by replacing
“$ ”
with
“$ ”.
(c) The definition of “
Maximum Funded Amount ” in Section 2 of the
Series Supplement is hereby amended by replacing
“$ ”
with
$ ”.
(d) The definition of “
Required Cash Collateral Amount ” in Section 2 of
the Series Supplement is hereby amended and restated as
follows:
“ Required Cash Collateral
Amount ” means, with respect to any date of determination
(a) as of the Second Amendment Date, $ and (b) on any
Transfer Date thereafter the product of
(x) %
times (y) the Invested Amount, after any
adjustments to be made on such date, including but not limited to
an Incremental Funding; provided that (A) if, on or prior to
such Transfer Date, the sum of the Class A Required Amount and
the Collateral Required Amount is greater than zero or an Early
Amortization Event with respect to the Investor Certificates has
occurred, the Required Cash Collateral Amount for any Transfer Date
shall (subject to the following clause (B) ) equal the
Required Cash Collateral Amount for the Transfer Date immediately
preceding such Transfer Date on which the sum of the Class A
Required Amount and the Collateral Required Amount is zero or the
Early Amortization Event, as the case may be, and (B) in no
event shall the Required Cash Collateral Amount during any Monthly
Period in the Fixed Allocation Period exceed the sum of the
Class A Invested Amount and the Collateral Required Amount for
the Monthly Period preceding such Transfer Date after taking into
account the payments to be made on the related Distribution
Date.
(e) The definition of
“Required Collateral Interest” in Section 2 of the
Series Supplement is hereby amended and restated as
follows:
“ Required Collateral
Interest ” means the product of
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