Wfn Credit Co Llc Sample Contracts

Wfn Credit Co Llc – Underwriting Agreement (November 5th, 2014)
Wfn Credit Co Llc – Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com November 5, 2014 WFN Credit Company, LLC 3100 Easton Square Place, #3108 Columbus, Ohio 43219 Re: World Financial Network Credit Card Master Note Trust, Series 2014‑C Registration Statement on Form S-3 (Nos. 333-189182 and 333-189182-01) (November 5th, 2014)

We have acted as special counsel to WFN Credit Company, LLC, a Delaware limited liability company ("WFN LLC"), World Financial Network Credit Card Master Trust ("WFNMT") and World Financial Network Credit Card Master Note Trust (the "Note Trust"), in connection with (a) the filing by WFN LLC with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of the above-captioned Registration Statement (as amended, the "Registration Statement"), registering notes representing debt of the Note Trust, (b) the offering of the $325,000,000 Class A Asset Backed Notes, Series 2014‑C (the "Offered Notes") and (c) the issuance of $18,174,000 Class M Asset Backed Notes, Series 2014‑C (the "Class M Notes"), $18,174,000 Class B Asset Backed Notes, Series 2014‑C (the "Class B Notes"), $49,178,000 Class C Asset Backed Notes, Series 2014‑C (the "Class C Notes") and $17,106,000 Class D Asset Backed Notes, Series 2014‑C (the "Class D Notes," and to

Wfn Credit Co Llc – Re: World Financial Network Credit Card Master Note Trust, Series 2014‑C Registration Statement on Form S-3 (Nos. 333-189182 and 333-189182-01) (November 5th, 2014)

We have acted as special counsel to WFN Credit Company, LLC, a Delaware limited liability company ("WFN LLC"), World Financial Network Credit Card Master Trust ("WFNMT") and World Financial Network Credit Card Master Note Trust (the "Trust"), in connection with (a) the filing by WFN LLC with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of the above-captioned Registration Statement (as amended, the "Registration Statement"), registering notes representing debt of the Trust, (b) the offering of the $325,000,000 Class A Asset Backed Notes, Series 2014‑C (the "Offered Notes") and (c) the issuance of $18,174,000 Class M Asset Backed Notes, Series 2014‑C (the "Class M Notes"), $18,174,000 Class B Asset Backed Notes, Series 2014‑C (the "Class B Notes"), $49,178,000 Class C Asset Backed Notes, Series 2014‑C (the "Class C Notes") and $17,106,000 Class D Asset Backed Notes, Series 2014‑C (the "Class D Notes," and together wit

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST (July 22nd, 2014)

SERIES 2014-B INDENTURE SUPPLEMENT, dated as of July 18, 2014 (the "Indenture Supplement"), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the "Issuer" or the "Trust"), and MUFG UNION BANK, N.A., a national banking association (formerly known as Union Bank, N.A., "Union Bank"), not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the "Indenture Trustee") under 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, among WFN Credit Company, LLC (the "Transferor"), the Issuer, Comenity Bank (formerly known as World Financial Network Bank), individually and as Servicer, World Financial Network Credit Card Master Trust, Union Bank (successor to The Bank o

Wfn Credit Co Llc – SUPPLEMENTAL AGREEMENT TO TRANSFER AND SERVICING AGREEMENT (August 12th, 2010)

This SUPPLEMENTAL AGREEMENT TO TRANSFER AND SERVICING AGREEMENT, dated as of August 9, 2010 (this “Agreement”), is made among World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “Resultant Bank”), WFN Credit Company, LLC (“WFN Credit”), and World Financial Network Credit Card Master Note Trust (the “Issuer”), to the Transfer and Servicing Agreement, dated as of August 1, 2001, among WFN Credit, as Transferor, World Financial Network National Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), as Servicer, and the Issuer, as amended by the First Amendment to Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment (as defined below), the Third Amendment to Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to Transfer and Servicing Agreement, dated as of June 13, 20

Wfn Credit Co Llc – SUPPLEMENTAL AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT (August 12th, 2010)

This SUPPLEMENTAL AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of August 9, 2010 (this “Agreement”), is made between World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “Resultant Bank”) and WFN Credit Company, LLC (“WFN Credit”) to the Receivables Purchase Agreement, dated as of August 1, 2001, between World Financial Network National Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), as RPA Seller, and WFN Credit, as Transferor (as amended by the First Amendment to Receivables Purchase Agreement, dated as of June 28, 2010, and as may be further amended from time to time, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined in this Agreement are used as defined in the Receivables Purchase Agreement.

Wfn Credit Co Llc – SUPPLEMENTAL AGREEMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (August 12th, 2010)

This SUPPLEMENTAL AGREEMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of August 9, 2010 (this “Agreement”), is made among World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “Resultant Bank”), WFN Credit Company, LLC (“WFN Credit”), and The Bank of New York Mellon Trust Company, N.A. (“BNY”), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company, as Trustee of World Financial Network Credit Card Master Trust, to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among World Financial Network National Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), as Servicer, WFN Credit, as Transferor and BNY, as Trustee (as amended by the Omnibus Amendment (as defined below), the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendm

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2010-A INDENTURE SUPPLEMENT Dated as of July 8, 2010 (July 14th, 2010)

SERIES 2010-A INDENTURE SUPPLEMENT, dated as of July 8, 2010 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Tr

Wfn Credit Co Llc – Re: World Financial Network Credit Card Master Note Trust, Series 2010-A (July 7th, 2010)

We have acted as special counsel to WFN Credit Company, LLC, a Delaware limited liability company (“WFN LLC”), World Financial Network Credit Card Master Trust (“WFNMT”) and World Financial Network Credit Card Master Note Trust (the “Trust”), in connection with (a) the filing by WFN LLC with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) of the above-captioned Registration Statement (as amended, the “Registration Statement”), registering notes representing debt of the Trust, and (b) the offering of the $355,500,000 Class A Asset Backed Notes, Series 2010-A (the “Class A Notes”), $16,875,000 Class M Asset Backed Notes, Series 2010-A (the “Class M Notes”), $21,375,000 Class B Asset Backed Notes, Series 2010-A (the “Class B Notes”) and $56,250,000 Class C Asset Backed Notes, Series 2010-A (the “Class C Notes,” and together with the Class A Notes, the Class M Notes and the Class B Notes, the “Notes”) described in the Prosp

Wfn Credit Co Llc – Re: World Financial Network Credit Card Master Note Trust, Series 2010-A (July 7th, 2010)

We have acted as special counsel to WFN Credit Company, LLC, a Delaware limited liability company (“WFN LLC”), World Financial Network Credit Card Master Trust (“WFNMT”) and World Financial Network Credit Card Master Note Trust (the “Trust”), in connection with (a) the filing by WFN LLC with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) of the above-captioned Registration Statement (as amended, the “Registration Statement”), registering notes representing debt of the Trust, and (b) the offering of the $355,500,000 Class A Asset Backed Notes, Series 2010-A (the “Class A Notes”), $16,875,000 Class M Asset Backed Notes, Series 2010-A (the “Class M Notes”), $21,375,000 Class B Asset Backed Notes, Series 2010-A (the “Class B Notes”) and $56,250,000 Class C Asset Backed Notes, Series 2010-A (the “Class C Notes,” and together with the Class A Notes, the Class M Notes and the Class B Notes, the “Notes”) described in the Prosp

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee FORM OF Series 2010-A INDENTURE SUPPLEMENT Dated as of July 8, 2010 (July 7th, 2010)

SERIES 2010-A INDENTURE SUPPLEMENT, dated as of July 8, 2010 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Tr

Wfn Credit Co Llc – July 2, 2010 World Financial Network Credit Card Master Note Trust $355,500,000 Class A Fixed Rate Asset Backed Notes, Series 2010-A $16,875,000 Class M Fixed Rate Asset Backed Notes, Series 2010-A $21,375,000 Class B Fixed Rate Asset Backed Notes, Series 2010-A UNDERWRITING AGREEMENT (July 7th, 2010)
Wfn Credit Co Llc – SEVENTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT (July 6th, 2010)

This SEVENTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of June 28, 2010 (this “Amendment”) is made among World Financial Network National Bank (“WFN”), as Servicer; WFN Credit Company, LLC (“WFN Credit”), as Transferor, and World Financial Network Credit Card Master Note Trust (the “Issuer”), as Issuer, to the Transfer and Servicing Agreement, dated as of August 1, 2001, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, (as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit, WFN, as Servicer and the Issuer, as further amended by the Omnibus Amendment, dated as of March 31, 2003, among WFN, WFN Credit, the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company, as Trustee, as further amended by the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, amo

Wfn Credit Co Llc – FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (July 6th, 2010)

This FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 28, 2010 (this “Amendment”) is made between World Financial Network National Bank, a national banking association located in Columbus, Ohio (“WFNNB”), as RPA Seller, and WFN Credit Company, LLC (“WFN Credit”), as Purchaser (the “Purchaser”), to the Receivables Purchase Agreement, dated as of August 1, 2001, between the RPA Seller and the Purchaser (as the same may be amended from time to time, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Receivables Purchase Agreement.

Wfn Credit Co Llc – SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE (July 6th, 2010)

This SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE, dated as of June 28, 2010 (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 Mellon Trust Company, N.A., formerly known as 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, as further amended by the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, as further amended by the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May

Wfn Credit Co Llc – SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (July 6th, 2010)

This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of June 28, 2010 (this “Amendment”) is made among World Financial Network National Bank, a national banking association located in Columbus, Ohio (“WFNNB”), as Servicer, WFN Credit Company, LLC (“WFN Credit”), as Transferor, and The Bank of New York Mellon Trust Company, N.A. (“BNY”), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwset Trust Company, 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 WFNNB, as Servicer, WFN Credit, as Transferor and BNY, as Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as o

Wfn Credit Co Llc – SEVENTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT (June 30th, 2010)

This SEVENTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of June 28, 2010 (this “Amendment”) is made among World Financial Network National Bank (“WFN”), as Servicer; WFN Credit Company, LLC (“WFN Credit”), as Transferor, and World Financial Network Credit Card Master Note Trust (the “Issuer”), as Issuer, to the Transfer and Servicing Agreement, dated as of August 1, 2001, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, (as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit, WFN, as Servicer and the Issuer, as further amended by the Omnibus Amendment, dated as of March 31, 2003, among WFN, WFN Credit, the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company, as Trustee, as further amended by the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, amo

Wfn Credit Co Llc – FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (June 30th, 2010)

This FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 28, 2010 (this “Amendment”) is made between World Financial Network National Bank, a national banking association located in Columbus, Ohio (“WFNNB”), as RPA Seller, and WFN Credit Company, LLC (“WFN Credit”), as Purchaser (the “Purchaser”), to the Receivables Purchase Agreement, dated as of August 1, 2001, between the RPA Seller and the Purchaser (as the same may be amended from time to time, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Receivables Purchase Agreement.

Wfn Credit Co Llc – SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (June 30th, 2010)

This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of June 28, 2010 (this “Amendment”) is made among World Financial Network National Bank, a national banking association located in Columbus, Ohio (“WFNNB”), as Servicer, WFN Credit Company, LLC (“WFN Credit”), as Transferor, and The Bank of New York Mellon Trust Company, N.A. (“BNY”), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwset Trust Company, 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 WFNNB, as Servicer, WFN Credit, as Transferor and BNY, as Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as o

Wfn Credit Co Llc – SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE (June 30th, 2010)

This SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE, dated as of June 28, 2010 (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 Mellon Trust Company, N.A., formerly known as 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, as further amended by the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, as further amended by the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2009-C INDENTURE SUPPLEMENT Dated as of August 13, 2009 (August 17th, 2009)

SERIES 2009-C INDENTURE SUPPLEMENT, dated as of August 13, 2009 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2009-B INDENTURE SUPPLEMENT Dated as of August 13, 2009 (August 17th, 2009)

SERIES 2009-B INDENTURE SUPPLEMENT, dated as of August 13, 2009 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2009-D INDENTURE SUPPLEMENT Dated as of August 13, 2009 (August 17th, 2009)

SERIES 2009-D INDENTURE SUPPLEMENT, dated as of August 13, 2009 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York

Wfn Credit Co Llc – THIRD AMENDED AND RESTATED SERVICE AGREEMENT (August 17th, 2009)

THIS THIRD AMENDED AND RESTATED SERVICE AGREEMENT (the “Agreement”) is entered into as of the 15th day of May, 2008, by and between ADS Alliance Data Systems, Inc. (“Alliance Data”), a Delaware corporation with its principal place of business at 17655 Waterview Parkway, Dallas, Texas 75252, and World Financial Network National Bank (“Bank”), a national banking association, with its principal place of business at 3100 Easton Square Place, Columbus, Ohio 43219.

Wfn Credit Co Llc – August 5, 2009 World Financial Network Credit Card Master Note Trust $395,000,000 Class A Fixed Rate Asset Backed Notes, Series 2009-B UNDERWRITING AGREEMENT (August 7th, 2009)

RBS Securities Inc. as an Underwriter and as a Representative of the several Underwriters set forth on Schedule A hereto 600 Washington Boulevard Stamford, Connecticut 06901

Wfn Credit Co Llc – August 5, 2009 World Financial Network Credit Card Master Note Trust $245,000,000 Class A Fixed Rate Asset Backed Notes, Series 2009-D UNDERWRITING AGREEMENT (August 7th, 2009)

Barclays Capital Inc. as an Underwriter and as a Representative of the several Underwriters set forth on Schedule A hereto 745 7th Avenue, 4th Floor New York, New York 10019

Wfn Credit Co Llc – August 5, 2009 World Financial Network Credit Card Master Note Trust $110,000,000 Class A Fixed Rate Asset Backed Notes, Series 2009-C UNDERWRITING AGREEMENT (August 7th, 2009)
Wfn Credit Co Llc – FIRST AMENDMENT TO ADMINISTRATION AGREEMENT (July 31st, 2009)

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.

Wfn Credit Co Llc – April 7, 2009 World Financial Network Credit Card Master Note Trust $560,000,000 Class A Fixed Rate Asset Backed Notes, Series 2009-A UNDERWRITING AGREEMENT (April 20th, 2009)
Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2009-A INDENTURE SUPPLEMENT Dated as of April 14, 2009 (April 20th, 2009)

SERIES 2009-A INDENTURE SUPPLEMENT, dated as of April 14, 2009 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2008-A INDENTURE SUPPLEMENT Dated as of September 12, 2008 (September 18th, 2008)

SERIES 2008-A INDENTURE SUPPLEMENT, dated as of September 12, 2008 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. and

Wfn Credit Co Llc – September 5, 2008 World Financial Network Credit Card Master Note Trust $120,750,000 Class A Fixed Rate Asset Backed Notes, Series 2008-B $5,732,000 Class M Fixed Rate Asset Backed Notes, Series 2008-B UNDERWRITING AGREEMENT (September 18th, 2008)

Greenwich Capital Markets, Inc. as an Underwriter and as a Representative of the several Underwriters set forth on Schedule A hereto 600 Steamboat Road Greenwich, Connecticut 06830

Wfn Credit Co Llc – September 5, 2008 World Financial Network Credit Card Master Note Trust $57,000,000 Class A Floating Rate Asset Backed Notes, Series 2008-A $2,706,000 Class M Floating Rate Asset Backed Notes, Series 2008-A $3,427,000 Class B Floating Rate Asset Backed Notes, Series 2008-A UNDERWRITING AGREEMENT (September 18th, 2008)

Greenwich Capital Markets, Inc. as an Underwriter and as a Representative of the several Underwriters set forth on Schedule A hereto 600 Steamboat Road Greenwich, Connecticut 06830

Wfn Credit Co Llc – WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee Series 2008-B INDENTURE SUPPLEMENT Dated as of September 12, 2008 (September 18th, 2008)

SERIES 2008-B INDENTURE SUPPLEMENT, dated as of September 12, 2008 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. and

Wfn Credit Co Llc – International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of September 12, 2008 (September 18th, 2008)

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.