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 ex
