EX=4.1






Exhibit 4.1




FIRST AMENDMENT TO ADMINISTRATION AGREEMENT




     THIS FIRST AMENDMENT TO ADMINISTRATION AGREEMENT (this “Amendment”), dated as of July
31, 2009, between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust
organized and existing under the laws of the State of Delaware (“Issuer”) and WORLD
FINANCIAL NETWORK NATIONAL BANK, a national banking association, as administrator
(“Administrator”), amends the Administration Agreement, dated as of August 1, 2001 (the
“Agreement”), between Issuer and Administrator. Any capitalized term used herein but not
herein defined shall have the meaning assigned to it in the Agreement.



     WHEREAS, the parties hereto desire to amend the Agreement to make certain specified changes
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. Section 1(b) of the Agreement is hereby amended by adding a new
clause (v) as follows:




     “(v) Notwithstanding anything in this Agreement or the Transaction Documents to
the contrary, the Administrator shall, on behalf of the Issuer, execute and deliver
any agreements, reports, undertakings, certifications, notices or authorizations
(collectively the “TALF Related Documents”) required or that it deems
advisable for purposes of the Term Asset-Backed Securities Loan Facility created and
authorized by the rules of the United States Department of the Treasury and the
Federal Reserve, in such form as the Transferor shall approve as evidenced
conclusively by the Administrator’s execution thereof. For all purposes of this
Agreement, the TALF Related Documents shall be deemed to constitute “Related
Agreements” as defined in this Agreement.”



     SECTION 2. EFFECTIVENESS. This Amendment shall become effective as of the date first
set above.



     SECTION 3. LIMITATION ON THE LIABILITY OF OWNER TRUSTEE. Except with respect to its
consent to this Amendment in its individual capacity pursuant to Section 11 of the Agreement, this
Amendment has been signed by U.S. Bank Trust National Association not in its individual capacity,
but solely in its capacity as Owner Trustee of Issuer and in no event shall U.S. Bank Trust
National Association in its individual capacity or any beneficial owner of Issuer have any
liability for the representations, warranties, covenants, agreements or other obligations of Issuer
hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all
purposes of this Amendment, in the performance of any duties or obligations hereunder, Owner
Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits
of, the terms and provisions of the Trust Agreement.



     SECTION 4. MISCELLANEOUS. (a) As herein amended, the Agreement (as so amended, the
“Amended Agreement”), shall remain in full force and effect and is hereby ratified



 









 







and confirmed in all respects. After the effectiveness hereof, all references in the
Agreement to “the Agreement,” “this Agreement,” “hereof,” “hereto” or words of similar import shall
in each case be deemed to refer to the Amended Agreement.



     (b) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement.



     (c) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the date hereof.



	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Mildred F. Smith
 

Name: Mildred F. Smith

Title: Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	WORLD FINANCIAL NETWORK NATIONAL BANK, as
Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ronald C. Reed
 

Ronald C. Reed
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






	 	 	 	 	 
	Acknowledged and Accepted:	 	 
	 
	 	 	 	 
	WFN CREDIT COMPANY, LLC,

as Transferor	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Daniel T. Groomes
 

Daniel T. Groomes
	 	 
	Title:

	 	President	 	 






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CONSENT




     The undersigned hereby consents to the Amendment set forth above to the extent required by
Section 11 of the Agreement.



	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION, in its
individual capacity and not in its individual
capacity, but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Mildred F. Smith
 

Mildred F. Smith

Vice President
	 	 







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