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 all material respects. With respect to
an
