exv4w4







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.



	 	 	 	 	 
	 	WFN Credit Company, LLC

 	 
	 	By:  	/s/ Daniel T. Groomes
 	 
	 	 	Name:	 Daniel T. Groomes 	 
	 	 	Title:	President 	 
	 
	 	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




	 	 	 	 	 
	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