exv4w3






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.



	 	 	 	 	 
	 	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:  	/s/ Annette Morgan
 	 
	 	 	Name:	 Annette Morgan 	 
	 	 	Title:	Assistant Vice President 	 
	 



					
	 	World Financial Network National Bank, as Administrator

 	 
	 	By:  	/s/ Ronald C. Reed
 	 
	 	 	Name:	 Ronald C. Reed 	 
	 	 	Title:	Assistant Treasurer 	 
	 
	 	BNY Midwest Trust Company

 	 
	 	By:  	/s/ David H. Hill
 	 
	 	 	Name:	 David H. Hill 	 
	 	 	Title:	Assistant Vice President 	 
	 
	 	The Bank of New York Trust Company, N.A.

 	 
	 	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
 	 
	 	Name:	 Ronald C. Reed 	 
	 	Title:	Assistant Treasurer 	 
	 




 









 








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