This excerpt taken from the ADS 8-K filed May 22, 2009.


In April 2009, World Financial Network Credit Card Master Note Trust issued $708.9 million of term asset backed securities to investors, including those participating in the U.S. government’s Term Asset-Backed Securities Loan Facility, or TALF program. The offering consisted of $560.0 million of Class A Series 2009-A



asset backed notes that have a fixed interest rate of 4.6% per year, $26.6 million of Class M Series 2009-A asset backed notes that have a fixed interest rate of 6.0% per year, $33.7 million of Class B Series 2009-A asset backed notes that have a fixed interest rate of 7.5% per year and $88.6 million of Class C Series 2009-A asset backed notes that have a fixed interest rate of 9.0% per year. These notes will mature in November 2011. As part of this transaction, the Company retained all of the $148.9 million of subordinated classes of notes. Proceeds of this issuance were used to retire the 2008-VFN conduit facility, including those subordinated interests previously retained by the Company.

In May 2009, the Company, as borrower, and ADS Alliance Data Systems, Inc., ADS Foreign Holdings, Inc., Alliance Data Foreign Holdings, Inc., Epsilon Marketing Services, LLC and Epsilon Data Management, LLC entered into a term loan agreement (the “Term Loan”) with Bank of Montreal, as administrative agent, and various other agents and banks. The Term Loan provides for loans in a maximum amount of $250.0 million. At the closing of the Term Loan, the Company borrowed $134.0 million and used the proceeds, together with cash from operations, to repay the Company’s $250.0 million aggregate Series A Senior Notes due May 16, 2009.



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