0001104659-04-022067 Sample Contracts

THIRD AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • August 4th, 2004 • World Financial Network Credit Card Master Trust • Asset-backed securities • New York

This THIRD AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of May 19, 2004 (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 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 BNY Midwest Trust Company, as Trustee and as further amended from time to time, the “Transfer Agreement”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Transfer Agreement.

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SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • August 4th, 2004 • World Financial Network Credit Card Master Trust • Asset-backed securities • New York

This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of May 19, 2004 (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, among the Bank, WFN Credit, the Issuer and BNY Midwest 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.

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