Exhibit 4.1

EXECUTION VERSION

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

     This SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of May 27, 2008 (this “ Amendment ”) is made among World Financial Network National Bank (“ WFN ”), as Servicer, WFN Credit Company, LLC (“ WFN Credit ”), as Transferor, and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company) (“ BNYTC ”), 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 Trust Company, 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, the Third Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007 and the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, 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. Amendment to the Pooling Agreement . Section 11.15(a) of the Pooling Agreement is deleted in its entirety and replaced with the following:

“(a) Trustee is a national banking association duly organized and existing under the laws of the United States;”

     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 and (ii) satisfaction of each of the conditions precedent described in Section 13.1(a) of the Pooling Agreement.

     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.

[ Signature Page Follows ]

     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/ Ronald C. Reed
				Name: Ronald C. Reed
				Title: Assistant Treasurer
		WFN CREDIT COMPANY, LLC, as Transferor
		By:		/s/ Daniel T. Groomes
				Name: Daniel T. Groomes
				Title: President
		THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		By:		/s/ David H. Hill
				Name: David H. Hill
				Title: Assistant Vice President

Exhibit 4.2

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 3 TO MASTER INDENTURE

     This SUPPLEMENTAL INDENTURE NO. 3 TO MASTER INDENTURE, dated as of May 27, 2008 (this “ Supplemental Indenture ”) is made between the World Financial Network Credit Card Master Note Trust, as Issuer (the “ Issuer ”) and The Bank of New York Trust Company, N.A. (as successor in interest to 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, as further amended by the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, and as further amended by the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, 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 . Section 6.13(a) of the Master Indenture is deleted in its entirety and replaced with the following:

“(a) Indenture Trustee is a national banking association duly organized and existing under the laws of the United States;”

     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 and (ii) satisfaction of each of the conditions precedent described in Section 10.1(a) of the Master Indenture, 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.

     (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.

[ Signature Page Follows ]

     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.

		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

Exhibit 4.3

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

     This Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008 (this “ Agreement ”), is made by and among World Financial Network National Bank, as administrator (the “ Administrator ”), World Financial Network Credit Card Master Note Trust, as issuer (the “ Issuer ”), BNY Midwest Trust Company , an Illinois trust company having its principal corporate trust office at 2 N. LaSalle Street, Ste. 1020, Chicago, IL 60602 (“ BNYMTC ”) and The Bank of New York Trust Company, N.A., a national banking association (“ BNYTCNA ”) duly organized and existing under the laws of the United States and having its principal office in Los Angeles, California.

RECITALS:

           WHEREAS , the Issuer and BNYMTC entered into one or more trust indentures, paying agency agreements, registrar agreements, or other relevant agreements, as such are more particularly described in Exhibit A (the “ Exhibit ”) under the section entitled “Agreements” (such agreements, individually and collectively referred to herein, together with all Transaction Documents (as defined in the Master Indenture referenced in the Exhibit) to which BNYMTC is a party, as the “ Agreements ”) under which BNYMTC was appointed in the capacity or capacities identified in the Exhibit (individually and collectively the “ Capacities ”);

           WHEREAS , the Administrator desires to appoint BNYTCNA as the successor to BNYMTC in its Capacities under the Agreements; and

           WHEREAS , BNYTCNA is willing to accept such appointment as the successor to BNYMTC in its Capacities under the Agreements;

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

ARTICLE I

BNYMTC

           SECTION 1.01. BNYMTC hereby resigns from its Capacities under the Agreements.

           SECTION 1.02. BNYMTC hereby assigns, transfers, delivers and confirms to BNYTCNA all right, title and interest of BNYMTC in its Capacity(s) relating to the Agreements. BNYMTC hereby authorizes the filing of such financing statements as the Administrator shall deem necessary or desirable to assign such right, title and interest of BNYMTC under the Agreements to BNYTCNA.

ARTICLE II

THE ISSUER AND THE ADMINISTRATOR

           SECTION 2.01. The Issuer hereby accepts the resignation of BNYMTC from its Capacities under the Agreements.

           SECTION 2.02. All conditions relating to the appointment of BNYTCNA as the successor to BNYMTC in its Capacities under the Agreements have been met by the Administrator, and the Administrator hereby appoints BNYTCNA to its Capacities under the Agreements with like effect as if originally named to such Capacities under the Agreements.

ARTICLE III

BNYTCNA

           SECTION 3.01. BNYTCNA hereby represents and warrants to BNYMTC, the Issuer and the Administrator that BNYTCNA is qualified to act in the Capacities under the Agreements.

           SECTION 3.02. BNYTCNA hereby accepts its appointment to the Capacities under the Agreements and accepts and assumes the rights, powers, duties and obligations of BNYMTC under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements.

ARTICLE IV

MISCELLANEOUS

           SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of 12:01 A.M. local Los Angeles time on the Effective Date set forth in the Exhibit.

           SECTION 4.02. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

           SECTION 4.03. This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.

           SECTION 4.04. The persons signing this Agreement on behalf of the Issuer, the Administrator, BNYTCNA and BNYMTC are duly authorized to execute it on behalf of the each party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed and acknowledged all as of the day and year first above written.

EXHIBIT A

Effective Date: May 27, 2008

Agreement(s):

Description of relevant Agreement
& Date (each as amended,		BNY Midwest
modified or supplemented from		Trust Company’s
time to time)		Capacity(s)
Master Indenture, dated as of August 1, 2001, between Issuer and BNYMTC, as supplemented by each of the following :		Indenture Trustee, Transfer Agent and Registrar, Paying Agent
Series 2002-VFN Indenture Supplement, dated as of December 18, 2002, between Issuer and BNYMTC
Series 2003-A Indenture Supplement, dated as of August 13, 2003, between Issuer and BNYMTC
Series 2004-A Indenture Supplement, dated as of May 19, 2004, between Issuer and BNYMTC
Series 2004-C Indenture Supplement, dated as of September 22, 2004, between Issuer and BNYMTC
Series 2006-A Indenture Supplement, dated as of April 28, 2006, between Issuer and BNYMTC
Series 2008-VFN Indenture Supplement, dated as of March 5, 2008, between Issuer and BNYMTC

Exhibit 4.4

EXECUTION VERSION

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

     This Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008 (this “ Agreement ”), is made by and among WFN Credit Company, LLC, as transferor under the Pooling Agreement referenced in Exhibit A (the “ Transferor ”), BNY Midwest Trust Company, an Illinois trust company having its principal corporate trust office at 2 N. LaSalle Street, Ste. 1020, Chicago, IL 60602 (“ BNYMTC ”), and The Bank of New York Trust Company, N.A., a national banking association (“ BNYTCNA ”) duly organized and existing under the laws of the United States and having its principal office in Los Angeles, California.

RECITALS:

           WHEREAS , the Transferor and BNYMTC entered into one or more trust indentures, paying agency agreements, registrar agreements, or other relevant agreements as such are more particularly described in Exhibit A (the “ Exhibit ”) under the section entitled “Agreements” (such agreements, individually and collectively referred to herein, together with all Transaction Documents (as defined in the Pooling Agreement referenced in the Exhibit) to which BNYMTC is a party, as the “ Agreements ”) under which BNYMTC was appointed in the capacity or capacities identified in the Exhibit (individually and collectively the “ Capacities ”);

           WHEREAS , the Transferor desires to appoint BNYTCNA as the successor to BNYMTC in its Capacities under the Agreements; and

           WHEREAS , BNYTCNA is willing to accept such appointment as the successor to BNYMTC in its Capacities under the Agreements;

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

ARTICLE I

BNYMTC

           SECTION 1.01. BNYMTC hereby resigns from its Capacities under the Agreements.

           SECTION 1.02. BNYMTC hereby assigns, transfers, delivers and confirms to BNYTCNA all right, title and interest of BNYMTC in its Capacities relating to the Agreements. BNYMTC hereby authorizes the filing of such financing statements as the Transferor shall deem necessary or desirable to assign such right, title and interest of BNYMTC under the Agreements to BNYTCNA.

ARTICLE II

THE TRANSFEROR

           SECTION 2.01. The Transferor hereby accepts the resignation of BNYMTC from its Capacities under the Agreements.

           SECTION 2.02. All conditions relating to the appointment of BNYTCNA as the successor to BNYMTC in its Capacities under the Agreements have been met by the Transferor, and the Transferor appoints BNYTCNA to its Capacities under the Agreements with like effect as if originally named to such Capacities under the Agreements.

ARTICLE III

BNYTCNA

           SECTION 3.01. BNYTCNA hereby represents and warrants to BNYMTC, the Transferor and World Financial Network Credit Card Master Trust that BNYTCNA is qualified to act in the Capacities under the Agreements.

           SECTION 3.02. BNYTCNA hereby accepts its appointment to the Capacities under the Agreements and accepts and assumes the rights, powers, duties and obligations of BNYMTC under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements.

ARTICLE IV

MISCELLANEOUS

           SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of 12:01 A.M. local Los Angeles time on the Effective Date set forth in the Exhibit.

           SECTION 4.02. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

           SECTION 4.03. This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.

           SECTION 4.04. The persons signing this Agreement on behalf of the Transferor, BNYTCNA and BNYMTC are duly authorized to execute it on behalf of the each party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed and acknowledged all as of the day and year first above written.

Acknowledged and Accepted:

World Financial Network National Bank

By:		/s/ Ronald C. Reed   Name: Ronald C. Reed
		Title: Assistant Treasurer

EXHIBIT A

Effective Date: May 27, 2008

Agreements:

Description of relevant Agreement		BNY Midwest Trust
& Date		Company’s Capacities
Second Amended and Restated Pooling and Servicing Agreement, as amended and restated a second time on August 1, 2001, between WFN Credit Company, LLC, World Financial Network National Bank and BNYMTC, as amended, supplemented or otherwise modified from time to time, as supplemented by:		Trustee, Transfer Agent and Registrar, Paying Agent
(i) the Collateral Series Supplement, dated as of August 21, 2001, between WFN Credit Company, LLC, World Financial Network National Bank and BNYMTC, as amended, supplemented or otherwise modified from time to time; and
(ii) the Series 2007-VFC Supplement, dated as of August 10, 2007, between WFN Credit Company, LLC, World Financial Network National Bank and BNYMTC, as amended, supplemented or otherwise modified from time to time.
Loan Agreement, among BNYMTC, WFN Credit Company, LLC, as Transferor, World Financial Network National Bank, as Servicer, and the Collateral Agents, Collateral Funding Agents and Collateral Investors party thereto, dated as of August 10, 2007, with respect to the Series 2007-VFC Collateral Investor Interest		Trustee