EXHIBIT 4.1

FOURTH AMENDMENT TO THE
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

     This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of June 13, 2007 (this “ Amendment ”) is made among World Financial Network National Bank (“ WFN ”), as Servicer, WFN Credit Company, LLC (“ WFN Credit ”), as Transferor, and BNY Midwest Trust Company (“ BNY Midwest ”), as Trustee of World Financial Network Credit Card Master Trust (the “ Issuer ”), to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among WFN, as Servicer, WFN Credit, as Transferor and BNY Midwest, as Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, the Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004 and the Third Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005 and as further amended from time to time, the “ Pooling Agreement ”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Pooling Agreement.

     WHEREAS, the parties hereto desire to amend the Pooling Agreement as set forth below;

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

     SECTION 1. Amendments to the Pooling Agreement . (a) Section 1.1 of the Pooling Agreement is hereby amended by amending the definition of “Approved Portfolio” to read as follows:

     ““ Approved Portfolio ” means any Identified Portfolio and any additional portfolio that is designated as an Approved Portfolio pursuant to Section 2.8(e) . Once a portfolio is designated as an Approved Portfolio, it shall remain an Approved Portfolio notwithstanding a change in the name of the Merchant or rebranding of the retail establishment at which, or a catalogue sales business through which, goods or services may be purchased under an Account.”

     (b) Section 2.8(e) of the Pooling Agreement is hereby amended by adding the following sentence immediately after the second sentence of Section 2.8(e):

     “The Transferor shall deliver to the Trustee and each Rating Agency a list of Approved Portfolios identifying all credit card programs on or before April 30 of each year commencing with April 30, 2008.”

     (c) Section 3.5 of the Pooling Agreement is hereby amended in its entirety to read as follows:

“SECTION 3.5. Annual Certificate of Servicer . Unless Servicer has been relieved of all of its obligations under this Agreement because the final series has been repaid during the prior fiscal year,

Fourth Amendment to Pooling Agreement

on or before the 90 ^th day following the end of each fiscal year of the Trust for which an Officer’s Certificate is not required to be furnished by the Servicer pursuant to Section 3.6(a)(i), the Servicer shall deliver to the Trustee, each Enhancement Provider, if any, entitled thereto pursuant to the relevant Supplement, and each Rating Agency an Officer’s Certificate of the Servicer substantially in the form of Exhibit C.”

     (d) Section 3.6(a) of the Pooling Agreement is hereby amended in its entirety to read as follows:

“(a)(i) So long as the Transferor, the Trust or World Financial Network Credit Card Master Note Trust is subject to the reporting requirements of the Exchange Act with respect to the Investor Certificates or asset-backed notes that are secured by Investor Certificates, Servicer shall deliver to the Trustee and Transferor on or before the 90 ^th day following the end of each fiscal year of the Trust (beginning with the first fiscal year after fiscal year 2006 in which the Trust issues Investor Certificates that are subject to the reporting requirements of the Exchange Act or World Financial Network Credit Card Master Note Trust issues asset-backed notes that are secured by an Investor Certificate and that are subject to the reporting requirements of the Exchange Act), an Officer’s Certificate of the Servicer providing such information as is required under Item 1123 of Regulation AB under the Securities Act and the Exchange Act.

(ii) The Servicer shall deliver to the Issuer, the Transferor, the Trustee, and each Rating Agency on or before the 90 ^th day following the end of each fiscal year of the Issuer, a report regarding the Servicer’s assessment of compliance with the applicable servicing criteria specified in Item 1122(d) of Regulation AB during the immediately preceding fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act.

     (e) Section 3.6(b) of the Pooling Agreement is hereby amended in its entirety to read as follows:

(b) On or before the 90 ^th day following the end of each fiscal year of the Issuer, Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to Servicer) to furnish a report to the Issuer, the Trustee, and the Transferor that attests to, and reports on, the Servicer’s assessment delivered pursuant to Section 3.6(a)(ii), which attestation report shall be made in accordance with the requirements of Rules 13a-18 and 15d-18 of the Exchange Act.

Fourth Amendment to Pooling Agreement

The attestation report required by this paragraph may be replaced, at the Servicer’s option, by any similar attestation report using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Securities and Exchange Commission.

     SECTION 2. Conditions to Effectiveness . This Amendment shall become effective, as of the date hereof (the “ Effective Date” ), upon (i) receipt by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto, (ii) satisfaction of each of the conditions precedent described in Section 13.1(a) of the Pooling Agreement and (iii) delivery to each Rating Agency and the Trustee of a list of Approved Portfolios identifying all credit card programs, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

     SECTION 3. Effect of Amendment; Ratification . (a) On and after the Effective Date, this Amendment shall be a part of the Pooling Agreement and each reference in the Pooling Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Pooling Agreement shall mean and be a reference to the Pooling Agreement as amended hereby.

     (b) Except as expressly amended hereby, the Pooling Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

     SECTION 4. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 5. Section Headings . Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

     SECTION 6. Counterparts . This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

     SECTION 7. Trustee Disclaimer . Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

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Fourth Amendment to Pooling Agreement

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Fourth Amendment to Pooling Agreement

EXHIBIT 4.2

FIFTH AMENDMENT TO THE
TRANSFER AND SERVICING AGREEMENT

     This FIFTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of June 13, 2007 (this “ Amendment ”) is made among World Financial Network National Bank (“ WFN ”), as Servicer; WFN Credit Company, LLC (“ WFN Credit ”), as Transferor, and World Financial Network Credit Card Master Note Trust (the “ Issuer ”), as Issuer, to the Transfer and Servicing Agreement, dated as of August 1, 2001, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, (as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit, WFN, as Servicer and the Issuer, as further amended by the Omnibus Amendment, dated as of March 31, 2003, among WFN, WFN Credit, the Issuer and BNY Midwest Trust Company, as Trustee, as further amended by the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, as further amended by the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, and as further amended from time to time, the “Transfer Agreement ”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Transfer Agreement.

     WHEREAS, the parties hereto desire to amend the Transfer Agreement as set forth below;

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

     1.  Amendment to Transfer Agreement . (a) Section 3.5 of the Transfer Agreement is hereby amended in its entirety to read as follows:

“SECTION 3.5. Annual Certificate of Servicer . Unless Servicer has been relieved of all of its obligations under this Agreement because the final Series has been repaid during the prior fiscal year, on or before the 90 ^th day following the end of each fiscal year of the Issuer for which an Officer’s Certificate is not required to be furnished pursuant to Section 3.6(a)(i), the Servicer shall deliver to Indenture Trustee, any Rating Agency, and any Enhancement Provider an Officer’s Certificate of the Servicer substantially in the form of Exhibit C.”

     (b) Section 3.6(a) of the Transfer Agreement is hereby amended in its entirety to read as follows:

“(a)(i) So long as the Transferor or the Issuer is subject to the reporting requirements of the Exchange Act with respect to the Notes, Servicer shall deliver to Issuer, Transferor, the Trustee, and each Rating Agency on or before the 90 ^th day following the end of

Fifth Amendment to Transfer Agreement

each fiscal year of the Issuer (beginning with the first fiscal year after fiscal year 2006 in which the Issuer issues Notes that are subject to the reporting requirements of the Exchange Act), an Officer’s Certificate of the Servicer providing such information as is required under Item 1123 of Regulation AB under the Securities Act and the Exchange Act.

(ii) The Servicer shall deliver to the Issuer, the Trustee, the Transferor and each Rating Agency on or before the 90 ^th day following the end of each fiscal year of the Issuer, a report regarding the Servicer’s assessment of compliance with the applicable servicing criteria specified in Item 1122(d) of Regulation AB during the immediately preceding fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act.”

     (c) Section 3.6(b) of the Transfer Agreement is hereby amended in its entirety to read as follows:

“(b) On or before the 90 ^th day following the end of each fiscal year of the Issuer, Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to Servicer) to furnish a report to the Issuer, the Trustee, and the Transferor that attests to, and reports on, the Servicer’s assessment delivered pursuant to Section 3.6(a)(ii), which attestation report shall be made in accordance with the requirements of Rules 13a-18 and 15d-18 of the Exchange Act. The attestation report required by this paragraph may be replaced, at the Servicer’s option, by any similar attestation report using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Securities and Exchange Commission.

     2.  Binding Effect; Ratification . (a) This Amendment shall become effective, as of June [___], 2007, (i) upon receipt hereof by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto, and (ii) satisfaction of each of the conditions precedent described in Section 9.1(a) of the Transfer Agreement, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

     (B) On and after the execution and delivery hereof, this Amendment shall be a part of the Transfer Agreement and each reference in the Transfer Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Transfer Agreement shall mean and be a reference to the Transfer Agreement as amended hereby.

     (C) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

Fifth Amendment to Transfer Agreement

     3.  Miscellaneous . (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

     (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

     (d) The Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

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Fifth Amendment to Transfer Agreement

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		WORLD FINANCIAL NETWORK NATIONAL BANK, as Servicer
		By:		/s/ Robert P. Armiak   Name: Robert P. Armiak
				Title: Vice President and Treasurer
		WFN CREDIT COMPANY, LLC, as Transferor
		By:		/s/ Robert P. Armiak   Name: Robert P. Armiak
				Title: Vice President and Treasurer
		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 on behalf of the Issuer
		By:		/s/ Nicole Pole
				Name: Nicole Pole Title: Vice President

Fifth Amendment to Transfer Agreement

EXHIBIT 4.3

SUPPLEMENTAL INDENTURE NO. 2 TO MASTER INDENTURE

     This SUPPLEMENTAL INDENTURE NO. 2 TO MASTER INDENTURE, dated as of June 13, 2007 (this “ Supplemental Indenture ”) is made between the World Financial Network Credit Card Master Note Trust, as Issuer (the “ Issuer ”) and BNY Midwest Trust Company, as Indenture Trustee (the “ Indenture Trustee ”), to the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, and as further amended by the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, as amended, the “ Master Indenture ”). Capitalized terms used and not otherwise defined in this Supplemental Indenture are used as defined in the Master Indenture.

     WHEREAS, the Issuer and the Indenture Trustee desire to amend the Master Indenture in certain respects as set forth below;

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

     SECTION 1. Amendment to the Master Indenture . The Master Indenture shall be amended as set forth below:

     (a) Annex A of the Master Indenture is hereby amended by amending the definition of “Approved Portfolio” by adding the following language immediately at the end thereof:

“Once a portfolio is designated as an Approved Portfolio, it shall remain an Approved Portfolio notwithstanding a change in the name of the Merchant or rebranding of the retail establishment at which, or a catalogue sales business through which, goods or services may be purchased under an Account.”

     (b) Article VI of the Master Indenture is hereby amended by adding the following new section at the end thereof:

“SECTION 6.15. Information to Be Provided by the Indenture Trustee .

(a) It is agreed and acknowledged that the purpose of this Section 6.15 is to facilitate compliance by the Transferor and the Issuer with the provisions of Regulation AB under the Securities Act and the Exchange Act (“ Regulation AB ”) and related rules and regulations of the Commission. Neither the Transferor nor the Issuer shall exercise its right to request delivery of information or other performance under this Section 6.15 other than in good faith, or for purposes other than the Issuer’s or the Transferor’s compliance with the Securities Act, the

Supplemental Indenture No. 2
to Master Indenture

Exchange Act and the rules and regulations of the Commission thereunder (or to provide disclosure related to a private offering comparable to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which is required in order to enable the Transferor and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or any Indenture Supplement.

(b) The Indenture Trustee shall be deemed to represent to the Transferor and the Issuer, as of the date on which information is provided to Transferor pursuant to this Section 6.15 , except as disclosed in writing to the Transferor prior to such date that: (i) none of the execution or the delivery by the Indenture Trustee of this Indenture or any Indenture Supplement, the performance by the Indenture Trustee of its obligations under this Indenture or any Indenture Supplement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, cause the Indenture Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any Indenture Supplement, or (y) of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the Noteholders of any Series or the right, power and authority of the Indenture Trustee to enter into this Indenture or any Indenture Supplement or to perform its obligations under this Indenture or any Indenture Supplement.

(c) For so long as the Issuer is required to report under the Exchange Act, the Indenture Trustee shall: (i) on or before the fifth Business Day of each month, provide to the Issuer, in writing, such information regarding the Indenture Trustee as is requested in writing by the Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided , however , that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Issuer, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.

(d) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor

Supplemental Indenture No. 2
to Master Indenture

reports regarding the assessment by the Indenture Trustee (if so requested by the Transferor) of compliance to servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such reports shall be signed by an authorized officer of the Indenture Trustee and shall address each of the servicing criteria specified in Exhibit A or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee.

(e) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall meet the requirements of Item 1122(b) of Regulation AB and paragraph (c) of Rule 15d-18 of the Exchange Act.

(f) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “ Sarbanes Certification ”) on behalf of the Issuer or the Transferor a certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Indenture Trustee acknowledges that the parties identified in this Section 6.15(f) may rely on the certification provided by the Indenture Trustee hereunder in signing a Sarbanes Certification and filing such with the Commission.”

     SECTION 2. Conditions to Effectiveness . This Supplemental Indenture shall become effective, as of the date hereof (the “Effective Date”), upon (i) receipt by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto, (ii) satisfaction of each of the conditions precedent described in Section 10.1(b) of the Master Indenture and (iii) delivery to each Rating Agency and the Indenture Trustee of a list of Approved Portfolios identifying all credit card programs, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

     SECTION 3. Effect of Amendment; Ratification . (a) On and after the Effective Date, this Supplemental Indenture shall be a part of the Master Indenture and each reference in the Master Indenture to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Transaction Document to the Master Indenture shall mean and be a reference to the Master Indenture as amended hereby.

Supplemental Indenture No. 2
to Master Indenture

     (b) Except as expressly amended hereby, the Master Indenture shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

     SECTION 4. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 5. Section Headings . Headings used herein are for convenience of reference only and shall not affect the meaning of this Supplemental Indenture.

     SECTION 6. Counterparts . This Supplemental Indenture may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

     SECTION 7. Trustee Disclaimer . The Indenture Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

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Supplemental Indenture No. 2
to Master Indenture

     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		BNY MIDWEST TRUST COMPANY, as Indenture Trustee
		By:		/s/ David H. Hill   Name: David H. Hill
				Title: Assistant Vice President
		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 on behalf of Issuer
		By:		/s/ Nicole Pole   Name: Nicole Pole
				Title: Vice President

Supplemental Indenture No. 2
to Master Indenture

EXHIBIT B

FORM OF CERTIFICATION OF
THE INDENTURE TRUSTEE

Re:     WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST

Dated:                                          

          BNY Midwest Trust Company, not in its individual capacity but solely as indenture trustee (the “ Indenture Trustee ”), certifies to WFN Credit Company, LLC (the “ Transferor ”), its officers and World Financial Network Credit Card Master Note Trust (the “ Issuer ”), with the knowledge and intent that they will rely upon this certification, that:

     (1) It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “ Securities Exchange Act ”) and Item 1122 of Regulation AB (the “ Indenture Trustee Information ”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “ Attestation Report ”) that were delivered by the Indenture Trustee to the Transferor pursuant to the Master Indenture dated as of August 1, 2001 (as amended, supplemented or otherwise modified from time to time, the “ Master Indenture ”), by and between the Issuer and the Indenture Trustee;

     (2) To the best of its knowledge, the Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information; and

     (3) To the best of its knowledge, all information to be provided by the Indenture Trustee pursuant to Section 6.15 of the Master Indenture has been provided to the Transferor.

Supplemental Indenture No. 2
to Master Indenture

Supplemental Indenture No. 2
to Master Indenture