exv4w2






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]




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     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.



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST
COMPANY, N.A., 
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/ Annette Morgan
 	 
	 	 	Name:	 Annette E. Morgan 	 
	 	 	Title:	Assistant Vice President