EXHIBIT 10.8
SECOND AMENDMENT TO
THE
AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
This SECOND AMENDMENT TO THE AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of
March 23, 2005 (this “ Amendment ”) is made
among World Financial Network National Bank (“ WFN
”), as Servicer; WFN Credit Company, LLC (“ WFN
Credit ”), as Transferor; and JPMorgan Chase Bank, N.A.,
a national banking association, as Trustee (“ Trustee
”), of World Financial Network Credit Card Master Trust III
(the “ Issuer ”), to the Pooling Agreement
referenced below. Capitalized terms used and not otherwise defined
in this Amendment are used as defined in the Pooling Agreement
(referenced below).
WHEREAS, the parties hereto are
parties to that certain Amended and Restated Pooling and Servicing
Agreement, dated as of January 30, 1998, as amended and
restated September 28, 2001 (as amended, the “
Pooling Agreement ”); and
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 all material respects. The
report required by this paragraph may be replac
