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EXHIBIT 4.1




THIRD AMENDMENT TO THE

SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT



      This THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated
as of March 30, 2005 (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 and the Second Amendment to the Second
Amendment, dated as of May 19, 2004 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:



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




      “(a) On or before the 90th day following the end of each fiscal year of the
Servicer, Servicer shall cause a firm of nationally recognized independent public
accountants (who may also render other services to Servicer, the Credit Card Originator or
Transferor) to furnish a report (addressed to the Servicer) to the Trustee, Servicer and
each Rating Agency to the effect that they have attested to the assertion of an authorized
officer of the Servicer that the Servicer is in compliance with the terms and conditions set
forth in Sections 3.1, 3.2, 3.3(l), 3.4, 3.5, 3.6, 3.9, 4.2, 4.3, 4.4 and 4.5 of this
Agreement, as modified or supplemented by the applicable provisions of each Supplement and
such assertion is fairly stated in all material respects. With respect to any report
delivered for any fiscal year after the fiscal year ending December 31, 2004, the report
required by this paragraph shall be replaced by any independent accountant’s report which
complies with the periodic reporting requirements concerning servicing practices of
Regulation AB (or any successor rule or regulation as may be promulgated by the Commission),
as modified by any “no-action” letter or similar guidance promulgated by the Commission.”




      (b) Section 3.6(b) of the Pooling Agreement is deleted in its entirety and shall be
replaced with the following:




      “(b) [RESERVED]”



      2. Binding Effect; Ratification. (a) . This Amendment shall become effective, as of March 23,
2005, (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



Third Amendment to Pooling Agreement




 








 



conditions precedent described in Section 13.1(a) of the Pooling 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 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.


      (c) 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.



      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.



[Signature Page Follows]




Third Amendment to Pooling Agreement




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      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:  	Senior Vice President and Treasurer 	 
	 
	 	WFN CREDIT COMPANY, LLC, as Transferor

 	 
	 	By:  	/s/ Robert P. Armiak
 	 
	 	 	Name:  	Robert P. Armiak 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	BNY MIDWEST TRUST COMPANY, as Trustee

 	 
	 	By:  	/s/ David H. Hill
 	 
	 	 	Name:  	David H. Hill 	 
	 	 	Title:  	Assistant Vice President 	 
	 




Third Amendment to Pooling Agreement





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