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 90
th 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
