FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
EXHIBIT 4.1
FOURTH AMENDMENT TO THE
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT,
dated as of June 13, 2007 (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, the Second Amendment to the Second Amended
and Restated Pooling and Servicing Agreement, dated as of May 19, 2004 and the Third Amendment to
the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005 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:
SECTION 1. Amendments to the Pooling Agreement. (a) Section 1.1 of the Pooling Agreement
is hereby amended by amending the definition of “Approved Portfolio” to read as follows:
““Approved Portfolio” means any Identified Portfolio and any additional
portfolio that is designated as an Approved Portfolio pursuant to Section 2.8(e).
Once a portfolio is designated as an Approved Portfolio, it shall remain an Approved
Portfolio notwithstanding a change in the name of the Merchant or rebranding of the
retail establishment at which, or a catalogue sales business through which, goods or
services may be purchased under an Account.”
(b) Section 2.8(e) of the Pooling Agreement is hereby amended by adding the following sentence
immediately after the second sentence of Section 2.8(e):
“The Transferor shall deliver to the Trustee and each Rating Agency a list of
Approved Portfolios identifying all credit card programs on or before April 30 of
each year commencing with April 30, 2008.”
(c) Section 3.5 of the Pooling Agreement is hereby amended in its entirety to read as follows:
“SECTION 3.5. Annual Certificate of Servicer. Unless Servicer has
been relieved of all of its obligations under this Agreement because
the final series has been repaid during the prior fiscal year,
Fourth Amendment to Pooling Agreement
on or before the 90th day following the end of each
fiscal year of the Trust for which an Officer’s Certificate is not
required to be furnished by the Servicer pursuant to Section
3.6(a)(i), the Servicer shall deliver to the Trustee, each
Enhancement Provider, if any, entitled thereto pursuant to the
relevant Supplement, and each Rating Agency an Officer’s Certificate
of the Servicer substantially in the form of Exhibit C.”
(d) Section 3.6(a) of the Pooling Agreement is hereby amended in its entirety to read as
follows:
“(a)(i) So long as the Transferor, the Trust or World Financial
Network Credit Card Master Note Trust is subject to the reporting
requirements of the Exchange Act with respect to the Investor
Certificates or asset-backed notes that are secured by Investor
Certificates, Servicer shall deliver to the Trustee and Transferor
on or before the 90th day following the end of each
fiscal year of the Trust (beginning with the first fiscal year after
fiscal year 2006 in which the Trust issues Investor Certificates
that are subject to the reporting requirements of the Exchange Act
or World Financial Network Credit Card Master Note Trust issues
asset-backed notes that are secured by an Investor Certificate and
that are subject to the reporting requirements of the Exchange Act),
an Officer’s Certificate of the Servicer providing such information
as is required under Item 1123 of Regulation AB under the Securities
Act and the Exchange Act.
(ii) The Servicer shall deliver to the Issuer, the
Transferor, the Trustee, and each Rating Agency on or before
the 90th day following the end of each fiscal
year of the Issuer, a report regarding the Servicer’s
assessment of compliance with the applicable servicing
criteria specified in Item 1122(d) of Regulation AB during
the immediately preceding fiscal year, as required under
Rules 13a-18 and 15d-18 of the Exchange Act.
(e) Section 3.6(b) of the Pooling Agreement is hereby amended in its entirety to read as
follows:
(b) On or before the 90th day following the end of each
fiscal year of the Issuer, Servicer shall cause a firm of nationally
recognized independent public accountants (who may also render other
services to Servicer) to furnish a report to the Issuer, the
Trustee, and the Transferor that attests to, and reports on, the
Servicer’s assessment delivered pursuant to Section 3.6(a)(ii),
which attestation report shall be made in accordance with the
requirements of Rules 13a-18 and 15d-18 of the Exchange Act.
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The attestation report required by this paragraph may be replaced,
at the Servicer’s option, by any similar attestation report using
standards which are now or in the future in use by servicers of
comparable assets or which otherwise comply with any rule,
regulation, “no-action” letter or similar guidance promulgated by
the Securities and Exchange Commission.
SECTION 2. Conditions to Effectiveness. This Amendment shall become
effective, as of the date hereof (the “Effective Date”), upon
(i) receipt by each of the parties hereto of counterparts duly
executed and delivered by each of the parties hereto, (ii)
satisfaction of each of the conditions precedent described in
Section 13.1(a) of the Pooling Agreement and (iii) delivery to
each Rating Agency and the Trustee of a list of Approved
Portfolios identifying all credit card programs, and thereafter
shall be binding on the parties hereto and their respective
successors and assigns.
SECTION 3. Effect of Amendment; Ratification. (a) On and after the
Effective Date, this Amendment shall be a part of the Pooling
Agreement and each reference in the Pooling Agreement to “this
Agreement” or “hereof,” “hereunder” or words of like import,
and each reference in any other Transaction Document to the
Pooling Agreement shall mean and be a reference to the Pooling
Agreement as amended hereby.
(b) Except as expressly amended hereby, the Pooling Agreement shall remain in full force and
effect and is hereby ratified and confirmed by the parties hereto.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.
EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING
JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE
PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
SECTION 5. Section Headings. Headings used herein are for convenience of reference only and shall not
affect the meaning of this Amendment.
SECTION 6. Counterparts. This Amendment may be
executed in any number of counterparts, and by the parties
hereto on separate counterparts, each of which shall be an
original and all of which taken together shall constitute one
and the same agreement.
SECTION 7. Trustee Disclaimer. Trustee shall not be responsible for the
validity or sufficiency of this amendment, nor for the recitals
contained herein.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.
| WORLD FINANCIAL NETWORK NATIONAL BANK, as Servicer |
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Title: | President | |||
| WFN CREDIT COMPANY, LLC, as Transferor |
||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Title: | President | |||
| BNY MIDWEST TRUST COMPANY, as Trustee |
||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: | Assistant Vice President | |||
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