~~Table~~UNITED ~~of Contents~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

(Mark One)

þx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010.~~2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

333-166240, 333-113669, 333-60418-01, 333-60418 ~~(Commission File Number)~~

~~World Financial~~(Commission ~~Network~~File ~~Credit Card Master Note Trust~~Number)

~~(Exact~~World ~~Name~~Financial ofNetwork ~~Issuing~~Credit ~~Entity~~Card asMaster ~~Specified~~Note ~~in its Charter)~~Trust

~~World Financial~~(Exact ~~Network~~Name ~~Credit~~of ~~Card~~Issuing ~~Master~~Entity ~~Trust~~as Specified in its Charter)

~~(Exact~~World ~~Name~~Financial ofNetwork ~~Issuer~~Credit ofCard ~~the~~Master ~~Collateral Certificate as Specified in its Charter)~~Trust

~~WFN~~(Exact ~~Credit~~Name ~~Company,~~of ~~LLC~~ Issuer of the Collateral Certificate as Specified in its Charter)

~~(Exact~~WFN ~~Name~~Credit ofCompany, ~~Depositor as Specified in its Charter)~~LLC

~~World Financial~~(Exact ~~Network~~Name ~~National~~of ~~Bank~~Depositor as Specified in its Charter)

~~(Exact~~World ~~Name~~Financial ofNetwork ~~Sponsor as Specified in its Charter)~~Bank

~~Delaware~~ (~~State~~Exact Name of ~~Organization~~Sponsor ofas ~~the~~Specified ~~Issuing~~in ~~Entity~~its Charter)

~~31-1772814 (I.R.S. Employer Identification No.)~~Delaware

~~220 West Schrock Road Westerville, Ohio 43081~~ (~~614) 729-5044 (Address~~State ~~and Telephone Number~~ of ~~Principal~~Organization ~~Executive Office~~ of the Registrant)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:		None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:		None

31-1772814

~~Indicate by check mark if the registrant is a well-known seasoned issuer~~ (~~as defined in Rule 405 of the Securities Act)~~I.R.S. oEmployer ~~Yes~~Identification þ No .)

~~Indicate~~220 byWest ~~check~~Schrock ~~mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. o Yes þ No~~ Road

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)Westerville, ~~and~~Ohio ~~(2) has been subject to such filing requirements for the past 90 days. þ Yes o No~~ 43081

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (~~§ 232.405~~614) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No~~ 729-5044

~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K~~ (§Address ~~229.405) is not contained herein,~~ and ~~will~~Telephone ~~not~~Number ~~be contained, to the best~~ of ~~registrant’s knowledge,~~Principal inExecutive ~~definitive~~Office ~~proxy or information statements incorporated by reference in Part III~~ of ~~this~~ ~~Form 10-K or any amendment to this Form 10-K. þ~~ Registrant)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the~~12(b) ~~registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition~~ of ~~“large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of~~ the ~~Securities~~ ~~Exchange~~ Act~~. (Check one)~~: None

~~Large~~Securities ~~accelerated~~registered ~~filer:~~pursuant oto ~~Accelerated~~Section ~~filer: o Non-accelerated filer: þ~~12(~~Do not check if a smaller reporting company~~g) ~~Smaller~~of ~~Reporting~~the ~~Company o~~Act: None

Indicate by check mark ~~whether~~if the registrant is a ~~shell~~well-known ~~company~~seasoned (issuer, as defined in Rule ~~12b-2~~ 405 of the ~~Exchange~~ Securities Act). Yes o No x

oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes þo No x

~~State~~Indicate ~~the~~by ~~aggregate~~check ~~market~~mark ~~value~~whether of the ~~voting~~registrant: ~~and~~(1) ~~non-voting~~has ~~common~~filed ~~equity~~all ~~held~~reports ~~by non-affiliates~~required ~~computed~~to be filed by ~~reference~~Section to13 or 15(d) of the ~~price~~Securities atExchange ~~which~~Act ~~the~~of ~~common~~1934 ~~equity~~during ~~was~~the ~~last~~preceding ~~sold,~~12 months (or for such shorter period that the ~~average~~ ~~bid~~registrant ~~and~~was ~~asked~~required ~~price~~to offile such ~~common equity~~reports), asand of(2) ~~the~~has ~~last~~been ~~business~~subject ~~day~~to ofsuch ~~the~~filing ~~registrant’s most~~requirements ~~recently~~for ~~completed~~the ~~second~~past ~~fiscal~~90 ~~quarter~~days. Yes x No o

~~Registrant~~Indicate ~~does~~by ~~not~~check ~~have~~mark ~~any~~whether ~~voting~~the orregistrant ~~non-voting~~has ~~common~~submitted ~~equity~~electronically and posted on its corporate Web site, ~~has~~if ~~not~~any, ~~been~~every ~~involved~~Interactive ~~in bankruptcy~~Data ~~proceedings~~File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the ~~past~~preceding ~~five~~12 ~~years~~months ~~and~~(or isfor ~~not~~such ashorter ~~corporate~~period that the registrant was required to submit and post such files). Yes x No o

~~Documents~~Indicate ~~Incorporated~~ by ~~Reference~~check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) ~~None~~is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

~~TABLE~~Indicate OFby ~~CONTENTS~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

PART I
	Item 1: Business
	Item 1A: Risk Factors
	Item 2: Properties
	Item 3: Legal Proceedings
	Item 4: (Removed and Reserved)
	Item 1B: Unresolved Staff Comments
	Item 1112(b) of Regulation AB: Significant obligors of pool assets (Financing information)
	Item 1114(b)(2) of Regulation AB: Credit enhancement and other support, except for certain derivatives instruments (Financial information)
	Item 1115(b) of Regulation AB: Certain derivatives instruments (Financial information)
	Item 1117 of Regulation AB: Legal proceedings
PART II
	Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	Item 6: Selected Financial Data
	Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operation
	Item 7A: Quantitative and Qualitative Disclosures about Market Risk
	Item 8: Financial Statements and Supplementary Data
	Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A: Controls and Procedures
	Item 9B. Other Information
PART III
	Item 10: Directors, Executive Officers and Corporate Governance
	Item 11: Executive Compensation
	Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13: Certain Relationships and Related Transactions, and Director Independence
	Item 14: Principal Accountant Fees and Services
	Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions
	Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria
	Item 1123 of Regulation AB: Servicer Compliance Statement
PART IV
	Item 15. Exhibits And Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
EX-31.1
EX-33.1
EX-33.2
EX-33.3
EX-34.1
EX-34.2
EX-34.3
EX-35.1
EX-35.2

Large accelerated filer o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) x Smaller reporting company o

~~Table~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of ~~Contents~~the Exchange Act). Yes o No x

~~PART~~State Ithe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

~~THE~~Documents ~~FOLLOWING~~Incorporated ~~ITEMS~~by ~~HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:~~ Reference. None.

~~Item 1:~~PART ~~Business~~ I

~~Item 1A:~~THE ~~Risk~~FOLLOWING ~~Factors~~ ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

Item 2: Properties

	Item 1:		Business

	Item 1A:		Risk Factors

	Item 2:		Properties

	Item 3:		Legal Proceedings

	Item 4:		Mine Safety Disclosures

Item 3: ~~Legal~~1B. Unresolved ~~Proceedings~~ Staff Comments.

~~Item~~Not ~~4: (Removed and Reserved)~~ applicable.

~~Item 1B:~~SUBSTITUTE ~~Unresolved~~INFORMATION ~~Staff~~PROVIDED ~~Comments~~ IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

~~Not~~Item ~~applicable~~1112(b) of Regulation AB: Significant obligors of pool assets (Financing information).

~~SUBSTITUTE~~Not ~~INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:~~ applicable.

Item ~~1112~~ 1114(b)(2) of Regulation AB: ~~Significant~~Credit ~~obligors~~enhancement ofand ~~pool~~other ~~assets~~support, except for certain derivatives instruments (~~Financing~~Financial information).

Not applicable.

Item ~~1114~~ 1115(b)~~(2)~~ of Regulation AB: ~~Credit~~Certain ~~enhancement and other support, except for certain~~ derivatives instruments (Financial information).

Not applicable.

Item ~~1115(b)~~ 1117 of Regulation AB: ~~Certain~~Legal ~~derivatives instruments (Financial information)~~proceedings.

~~Not~~There ~~applicable~~are no legal proceedings pending or proceedings known to be contemplated by governmental authorities against any of The Bank of New York Mellon Trust Company, N. A. (“BNYMTC”), as indenture trustee (the “Indenture Trustee”) or as trustee for World Financial Network Credit Card Master Trust, U.S. Bank Trust National Association, as owner trustee for the Issuing Entity (the “Owner Trustee”), World Financial Network Bank, as Servicer and Sponsor, WFN Credit Company, LLC, as Depositor, or ADS Alliance Data Systems, Inc., as sub-servicer, or of which any property of the foregoing is subject, that are material to holders of the Notes issued by the issuing entity.

~~Item 1117~~PART ~~of Regulation AB: Legal proceedings.~~ II

~~There~~THE ~~are~~FOLLOWING noITEMS ~~legal~~HAVE ~~proceedings~~BEEN ~~pending~~OMITTED orIN ~~proceedings~~ACCORDANCE ~~known~~WITH toGENERAL beINSTRUCTION ~~contemplated~~J byTO ~~governmental authorities~~FORM against any of The Bank of New York Mellon Trust Company, N.A. (“BNYMTC”), as indenture trustee (the “Indenture Trustee”) or as trustee for World Financial Network Credit Card Master Trust, U.S. Bank Trust National Association, as owner trustee for the Issuing Entity (the “Owner Trustee”), World Financial Network National Bank, as Servicer and Sponsor, WFN Credit Company, LLC, as Depositor, or ADS Alliance Data Systems, Inc., as sub10-~~servicer, or of which any property of the foregoing is subject, that are material to holders of the Notes issued by the issuing entity.~~ K:

	Item 5:		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

	Item 6:		Selected Financial Data

	Item 7:		Management's Discussion and Analysis of Financial Condition and Results of Operation

	Item 7A:		Quantitative and Qualitative Disclosures about Market Risk

	Item 8:		Financial Statements and Supplementary Data

	Item 9:		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

	Item 9A:		Controls and Procedures

~~PART~~Item II 9B. Other Information.

~~THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:~~ None.

~~Item 5:~~PART ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~ III

~~Item 6:~~THE ~~Selected~~FOLLOWING ~~Financial~~ITEMS ~~Data~~ HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operation

	Item 10:		Directors, Executive Officers and Corporate Governance

	Item 11:		Executive Compensation

	Item 12:		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

	Item 13:		Certain Relationships and Related Transactions, and Director Independence

	Item 14:		Principal Accountant Fees and Services

~~Item 7A:~~SUBSTITUTE ~~Quantitative~~INFORMATION ~~and~~PROVIDED ~~Qualitative~~IN ~~Disclosures~~ACCORDANCE ~~about~~WITH ~~Market~~GENERAL ~~Risk~~ INSTRUCTION J TO FORM 10-K:

Item 8 1119 of Regulation AB: ~~Financial~~Affiliations ~~Statements~~and Certain Relationships and ~~Supplementary~~Related ~~Data~~ Transactions.

The information required by Item 9: ~~Changes~~1119 inof ~~and~~Regulation ~~Disagreements~~AB ~~with~~has ~~Accountants~~been omitted from this report on ~~Accounting~~Form ~~and~~10-K ~~Financial~~in ~~Disclosure~~ reliance on the Instruction to Item 1119.

Item 9A 1122 of Regulation AB: ~~Controls~~Compliance ~~and~~with ~~Procedures~~ Applicable Servicing Criteria.

~~Item 9B~~Each of World Financial Network Bank, ADS Alliance Data Systems, Inc. ~~Other~~(“ADS”) ~~Information~~and BNYMTC (each, a “Servicing Participant”) have each been identified by the registrant as parties participating in the servicing function with respect to more than 5% of the pool assets held by the issuing entity. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which Attestation Reports are also attached as exhibits to this Form 10-K. Neither the Servicing Reports nor the Attestation Reports have identified any material instances of noncompliance with the servicing criteria applicable to the Servicing Participants.

~~None~~Item 1123 of Regulation AB: Servicer Compliance Statement.

~~PART~~Each ~~III~~ of World Financial Network Bank and ADS Alliance Data Systems, Inc. has completed a Statement of Compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized officer of such servicer. Each Compliance Statement is attached as an exhibit to this 10-K.

~~THE~~PART ~~FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:~~ IV

Item ~~10:~~ ~~Directors,~~15. ~~Executive~~Exhibits ~~Officers and~~And ~~Corporate~~Financial ~~Governance~~ Statement Schedules.

~~Item 11:~~(a) ~~Executive~~(1) ~~Compensation~~ Not Applicable.

~~Item 12:~~(2) ~~Security~~Not ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~ Applicable.

(3) The exhibits filed in response to Item ~~13:~~ ~~Certain~~601 ~~Relationships~~of ~~and~~Regulation ~~Related~~S-K ~~Transactions, and~~are ~~Director~~listed ~~Independence~~ in the Exhibit Index.

(b) The exhibits filed in response to Item ~~14:~~ ~~Principal~~601 ~~Accountant~~of ~~Fees~~Regulation ~~and~~S-K ~~Services~~ are listed in the Exhibit Index.

~~SUBSTITUTE~~(c) ~~INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:~~ None.

~~Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.~~ SIGNATURES

~~The~~Pursuant ~~information~~to ~~required~~the byrequirements ~~Item 1119~~of Section 13 or 15(d) of ~~Regulation AB~~the ~~has~~Securities ~~been~~Exchange ~~omitted~~Act ~~from~~of 1934, the registrant has duly caused this report onto ~~Form 10-K~~be insigned ~~reliance~~ on its behalf by the ~~Instruction~~undersigned, tothereunto ~~Item 1119~~duly authorized.

~~Item 1122 of Regulation AB~~Date: March ~~Compliance~~27, ~~with Applicable Servicing Criteria.~~ 2012

~~Each~~WFN ofCREDIT ~~World Financial Network National Bank~~COMPANY, ~~ADS Alliance Data Systems~~LLC, ~~Inc. (“ADS”) and BNYMTC (each, a “Servicing Participant”) have each been identified by the registrant~~ as ~~parties participating~~depositor inBy: ~~the~~/s/ ~~servicing~~Daniel ~~function with respect to more than 5% of the pool assets held by the issuing entity~~T. ~~Each~~Groomes ofName: ~~the~~Daniel Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-KT. InGroomes ~~addition,~~Title: ~~each Servicing Participant has provided an attestation report (each~~President, anand ~~“Attestation Report”) by one or more registered public accounting firms, which Attestation Reports are also attached~~ as ~~exhibits to this Form 10-K. Neither~~ the ~~Servicing~~senior ~~Reports~~officer ~~nor~~in ~~the~~charge ~~Attestation Reports have identified any material instances~~ of ~~noncompliance with the servicing criteria applicable to the Servicing Participants.~~ securitization

~~Table~~Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of ~~Contents~~the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

~~Item 1123~~No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of ~~Regulation AB:~~this ~~Servicer~~Annual ~~Compliance~~Report ~~Statement~~on Form 10-K.

~~Each~~EXHIBIT of World Financial Network National Bank and ADS Alliance Data Systems, Inc. has completed a Statement of Compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized officer of such servicer. Each Compliance Statement is attached as an exhibit to this 10-K. INDEX

~~PART~~Exhibit IV 3.1 Certificate of Formation for WFN Credit Company, LLC (incorporated by reference to Exhibit 3.1 of Registrant’s Registration Statement, filed on May 8, 2001 (No. 333-60418-00 and 333-60418-01)).

~~Item 15~~Exhibit 3.2 ~~Exhibits~~Amended ~~And~~and Restated Limited Liability Company Agreement of WFN Credit Company, LLC (incorporated by reference to Exhibit 3.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial ~~Statement~~Network ~~Schedules~~Credit Card Master Trust on August 31, 2001).

(a)	(1)	Not Applicable.
	(2)	Not Applicable.
	(3)	The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

Exhibit 4.1

Master Indenture, dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).

	(b)		The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
	(c)		None.

Exhibit 4.2

Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC, World Financial Network Credit Card Master Trust, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on April 22, 2003).

~~Table~~Exhibit 4.3 Supplemental Indenture No. 1 to Master Indenture, dated as of ~~Contents~~August 13, 2003, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by World Financial Network Credit Card Master Trust on August 28, 2003).

~~SIGNATURES~~ Exhibit 4.4 Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2007).

~~Pursuant~~Exhibit 4.5 Supplemental Indenture No. 3 to ~~the~~Master ~~requirements~~Indenture, dated as of ~~Section 13~~May or27, ~~15(d)~~2008, ofbetween ~~the~~World ~~Securities~~Financial ~~Exchange~~Network ~~Act~~Credit ofCard ~~1934, the~~Master ~~registrant~~Note ~~has~~Trust ~~duly~~and ~~caused~~BNY ~~this~~Midwest ~~report~~Trust Company (incorporated by reference to beExhibit ~~signed~~4.2 of the current report on ~~its~~Form ~~behalf~~8-K filed by ~~the~~WFN ~~undersigned~~Credit Company, ~~thereunto duly~~LLC ~~authorized~~and World Financial Network Credit Card Master Note Trust on May 29, 2008).

~~Date:~~Exhibit ~~March~~4.6 31Supplemental Indenture No. 4 to Master Indenture, ~~2011~~ dated as of June 28, 2010, between World Financial Network Credit Card Master Note Trust, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).

~~WFN~~Exhibit ~~CREDIT~~4.7 ~~COMPANY~~Agreement of Resignation, ~~LLC~~Appointment and Acceptance, dated as ~~Depositor~~of ~~By:~~May ~~/s/~~27, ~~Daniel~~2008, T.among ~~Groomes~~World ~~Name:~~Financial ~~Daniel~~Network T.National ~~Groomes~~Bank, ~~Title:~~World ~~President~~Financial Network Credit Card Master Note Trust, BNY Midwest Trust Company, as resigning indenture trustee, and The Bank of New York Trust Company, N.A., as ~~the~~successor ~~senior~~indenture ~~officer~~trustee in(incorporated ~~charge~~by reference to Exhibit 4.3 of ~~securitization~~the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).

~~Supplemental~~Exhibit ~~Information~~4.8 toSeries be2009-B ~~Furnished~~Indenture ~~With~~Supplement, ~~Reports~~dated ~~Filed~~as ~~Pursuant~~of toAugust ~~Section~~13, ~~15(d)~~2009, between World Financial Network Credit Card Master Note Trust and The Bank of ~~the~~New ~~Act~~York ~~by Registrants~~Mellon ~~Which~~Trust ~~Have~~Company, ~~Not~~N.A. ~~Registered~~(incorporated ~~Securities~~by ~~Pursuant~~reference to ~~Section 12~~Exhibit 4.1 of the ~~Act~~current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 17, 2009).

NoExhibit ~~annual~~4.9 ~~report~~Series or2009-D ~~proxy~~Indenture ~~materials~~Supplement, ~~have~~dated ~~been~~as ~~sent~~of toAugust ~~security~~13, ~~holders~~2009, ~~and~~between noWorld ~~such~~Financial ~~report~~Network orCredit ~~proxy materials~~Card ~~are~~Master toNote beTrust ~~furnished~~and toThe ~~security~~Bank ~~holders~~of ~~subsequent~~New York Mellon Trust Company, N.A. (incorporated by reference to ~~the~~Exhibit ~~filing~~4.3 of ~~this~~the ~~Annual~~current ~~Report~~report on Form 108-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 17, 2009).

~~Table~~Exhibit 4.10 Series 2010-A Indenture Supplement, dated as of ~~Contents~~July 8, 2010, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 14, 2010).

~~EXHIBIT~~Exhibit ~~INDEX~~ 4.11 Series 2011-A Indenture Supplement, dated as of November 9, 2011, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on November 9, 2011).

Exhibit 3.1		Certificate of Formation for WFN Credit Company, LLC (incorporated by reference to Exhibit 3.1 of Registrant’s Registration Statement, filed on May 8, 2001 (No. 333-60418-00 and 333-60418-01)).
Exhibit 3.2		Amended and Restated Limited Liability Company Agreement of WFN Credit Company, LLC (incorporated by reference to Exhibit 3.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).
Exhibit 4.1		Master Indenture, dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).
Exhibit 4.2		Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC, World Financial Network Credit Card Master Trust, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on April 22, 2003).
Exhibit 4.3		Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by World Financial Network Credit Card Master Trust on August 28, 2003).
Exhibit 4.4		Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2007).
Exhibit 4.5		Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).
Exhibit 4.6		Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, between World Financial Network Credit Card Master Note Trust, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).
Exhibit 4.7		Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, among World Financial Network National Bank, World Financial Network Credit Card Master Note Trust, BNY Midwest Trust Company, as resigning indenture trustee, and The Bank of New York Trust Company, N.A., as successor indenture trustee (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).
Exhibit 4.8		Series 2004-C Indenture Supplement, dated as of September 22, 2004, between World Financial Network Credit Card Master Note Trust, as issuer and BNY Midwest Trust Company, as indenture trustee (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on September 28, 2004).

Exhibit 4.12

Series 2011-B Indenture Supplement, dated as of November 9, 2011, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on November 9, 2011).

~~Table~~Exhibit 4.13 Transfer and Servicing Agreement, dated as of ~~Contents~~August 1, 2001 among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).

Exhibit 4.9		ISDA Master Agreement (Series 2004-C Class A), dated as of September 22, 2004, between Barclays Bank plc and World Financial Credit Card Master Note Trust (incorporated by reference to Exhibit 4.7 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.10		ISDA Master Agreement (Series 2004-C Class M), dated as of September 22, 2004, between Barclays Bank plc and World Financial Credit Card Master Note Trust (incorporated by reference to Exhibit 4.8 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.11		ISDA Master Agreement (Series 2004-C Class B), dated as of September 22, 2004, between Barclays Bank plc and World Financial Credit Card Master Note Trust (incorporated by reference to Exhibit 4.9 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.12		ISDA Master Agreement (Series 2004-C Class C), dated as of September 22, 2004, between Barclays Bank plc and World Financial Credit Card Master Note Trust (incorporated by reference to Exhibit 4.10 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.13		Confirmation for U.S. Dollar Interest Rate Swap Transaction Under 1992 Master Agreement (Series 2004-C Class A), dated as of September 22, 2004, from Barclays Bank plc to World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.15 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.14		Confirmation for U.S. Dollar Interest Rate Swap Transaction Under 1992 Master Agreement (Series 2004-C Class M), dated as of September 22, 2004, from Barclays Bank plc to World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.16 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.15		Confirmation for U.S. Dollar Interest Rate Swap Transaction Under 1992 Master Agreement (Series 2004-C Class B), dated as of September 22, 2004, from Barclays Bank plc to World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.17 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.16		Confirmation for U.S. Dollar Interest Rate Swap Transaction Under 1992 Master Agreement (Series 2004-C Class C), dated as of September 22, 2004, from Barclays Bank plc to World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.18 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust on September 28, 2004).
Exhibit 4.17		Series 2009-A Indenture Supplement, dated as of April 14, 2009, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on April 20, 2009).

Exhibit 4.14

First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on November 20, 2002).

~~Table~~Exhibit 4.15 Third Amendment to Transfer and Servicing Agreement, dated as of ~~Contents~~May 19, 2004, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on August 4, 2004).

Exhibit 4.18		Series 2009-B Indenture Supplement, dated as of August 13, 2009, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 17, 2009).
Exhibit 4.19		Series 2009-D Indenture Supplement, dated as of August 13, 2009, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 17, 2009).
Exhibit 4.20		Series 2010-A Indenture Supplement, dated as of July 8, 2010, between World Financial Network Credit Card Master Note Trust, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 14, 2010).
Exhibit 4.21		Transfer and Servicing Agreement, dated as of August 1, 2001 among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).
Exhibit 4.22		First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on November 20, 2002).
Exhibit 4.23		Third Amendment to Transfer and Servicing Agreement, dated as of May 19, 2004, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on August 4, 2004).
Exhibit 4.24		Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on April 5, 2005).
Exhibit 4.25		Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007 among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2007).
Exhibit 4.26		Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on October 31, 2007).

Exhibit 4.16

Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on April 5, 2005).

~~Table~~Exhibit 4.17 Fifth Amendment to the Transfer and Servicing Agreement, dated as of ~~Contents~~June 13, 2007 among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2007).

Exhibit 4.27		Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.4 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).
Exhibit 4.28		Supplemental Agreement to Transfer and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 12, 2010).
Exhibit 4.29		Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN Credit Company, LLC and Chase Manhattan Bank USA, National Association (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).
Exhibit 4.30		Administration Agreement, dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust and World Financial Network National Bank (incorporated by reference to Exhibit 4.5 of the current report filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on Form 8-K on August 31, 2001).
Exhibit 4.31		First Amendment to Administration Agreement, dated as of July 31, 2009, between World Financial Network Credit Card Master Note Trust and World Financial Network National Bank (incorporated by reference to Exhibit 4.1 of the current report filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on Form 8-K on July 31, 2009).
Exhibit 4.32		Third Amended and Restated Service Agreement, dated as of May 15, 2008, between ADS Alliance Data Systems, Inc. and World Financial Network National Bank (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 17, 2009).
Exhibit 4.33		Amendment to the Second Amended and Restated Service Agreement, dated as of April 1, 2006, between ADS Alliance Data Systems, Inc. and World Financial Network National Bank (incorporated by reference to Exhibit 4.18 of Registrant’s Registration Statement on June 11, 2007 (No. 333-133170)).
Exhibit 4.34		Second Amended and Restated Pooling and Servicing Agreement, as amended and restated a second time on August 1, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.6 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).
Exhibit 4.35		Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on August 4, 2004).
Exhibit 4.36		Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, between WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on April 5, 2005).

Exhibit 4.18

Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on October 31, 2007).

~~Table~~Exhibit 4.19 Seventh Amendment to the Transfer and Servicing Agreement, dated as of ~~Contents~~June 28, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.4 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).

Exhibit 4.37		Fourth Amendment to the Second Amended And Restated Pooling and Servicing Agreement, dated as of June 13, 2007 among World Financial Network National Bank, WFN Credit Company, LLC, and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2007).
Exhibit 4.38		Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on October 31, 2007).
Exhibit 4.39		Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).
Exhibit 4.40		Seventh Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, among World Financial Network National Bank, WFN Credit Company, LLC, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).
Exhibit 4.41		Supplemental Agreement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 12, 2010).
Exhibit 4.42		Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, among WFN Credit Company, LLC, BNY Midwest Trust Company and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).
Exhibit 4.43		Collateral Series Supplement, dated as of August 21, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.7 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).
Exhibit 4.44		First Amendment to Collateral Series Supplement, dated as of November 7, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.3 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on November 20, 2002).
Exhibit 4.45		Collateral Certificate No. 2 (incorporated by reference to Exhibit 4.12 of Registrant’s Registration Statement, filed on March 17, 2004 (Nos. 333-113669, 333-113669-01 and 333-113669-02).
Exhibit 4.46		First Amendment to Receivables Purchase Agreement, dated as of June 28, 2010, between World Financial Network National Bank, and WFN Credit Company, LLC (incorporated by reference to Exhibit 4.3 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).
Exhibit 4.47		Supplemental Agreement to Receivables Purchase Agreement, dated as of August 9, 2010, between World Financial Network National Bank and WFN Credit Company, LLC (incorporated by reference to Exhibit 4.2 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 12, 2010).

Exhibit 4.20

Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2011).

~~Table~~Exhibit 4.21 Ninth Amendment to the Transfer and Servicing Agreement, dated as of ~~Contents~~November 9, 2011, among World Financial Network Bank (formerly known as World Financial Network National Bank), WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on November 9, 2011).

Exhibit 31.1		Certification of Depositor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2010 to and including December 31, 2010.
Exhibit 33.1		Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of World Financial Network National Bank.
Exhibit 33.2		Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of ADS Alliance Data Systems, Inc.
Exhibit 33.3		Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of The Bank of New York Mellon Trust Company, N.A.
Exhibit 34.1		Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Deloitte & Touche LLP on behalf of World Financial Network National Bank.
Exhibit 34.2		Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Deloitte & Touche LLP on behalf of ADS Alliance Data Systems, Inc.
Exhibit 34.3		Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP on behalf of The Bank of New York Mellon Trust Company, N.A.
Exhibit 35.1		Servicing Compliance Statement of World Financial Network National Bank.
Exhibit 35.2		Servicing Compliance Statement of ADS Alliance Data Systems, Inc.

Exhibit 4.22

Supplemental Agreement to Transfer and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 12, 2010).

Exhibit 4.23

Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN Credit Company, LLC and Chase Manhattan Bank USA, National Association (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).

Exhibit 4.24

Administration Agreement, dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust and World Financial Network National Bank (incorporated by reference to Exhibit 4.5 of the current report filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on Form 8-K on August 31, 2001).

Exhibit 4.25

First Amendment to Administration Agreement, dated as of July 31, 2009, between World Financial Network Credit Card Master Note Trust and World Financial Network National Bank (incorporated by reference to Exhibit 4.1 of the current report filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on Form 8-K on July 31, 2009).

Exhibit 4.26

Third Amended and Restated Service Agreement, dated as of May 15, 2008, between ADS Alliance Data Systems, Inc. and World Financial Network National Bank (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 17, 2009).

Exhibit 4.27

Amendment to the Second Amended and Restated Service Agreement, dated as of April 1, 2006, between ADS Alliance Data Systems, Inc. and World Financial Network National Bank (incorporated by reference to Exhibit 4.18 of Registrant’s Registration Statement on June 11, 2007 (No. 333-133170)).

Exhibit 4.28

Second Amended and Restated Pooling and Servicing Agreement, as amended and restated a second time on August 1, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.6 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).

Exhibit 4.29

Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on August 4, 2004).

Exhibit 4.30

Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, between WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on April 5, 2005).

Exhibit 4.31

Fourth Amendment to the Second Amended And Restated Pooling and Servicing Agreement, dated as of June 13, 2007 among World Financial Network National Bank, WFN Credit Company, LLC, and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on June 15, 2007).

Exhibit 4.32

Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and World Financial Network Credit Card Master Trust on October 31, 2007).

Exhibit 4.33

Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).

Exhibit 4.34

Seventh Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).

Exhibit 4.35

Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, among World Financial Network Bank (formerly known as World Financial Network National Bank), WFN Credit Company, LLC and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on November 9, 2011).

Exhibit 4.36

Supplemental Agreement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 12, 2010).

Exhibit 4.37

Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, among WFN Credit Company, LLC, BNY Midwest Trust Company and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on May 29, 2008).

Exhibit 4.38

Collateral Series Supplement, dated as of August 21, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.7 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on August 31, 2001).

Exhibit 4.39

First Amendment to Collateral Series Supplement, dated as of November 7, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company (incorporated by reference to Exhibit 4.3 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Trust on November 20, 2002).

Exhibit 4.40

Collateral Certificate No.2 (incorporated by reference to Exhibit 4.12 of Registrant’s Registration Statement, filed on March 17, 2004 (Nos. 333-113669, 333-113669-01 and 333-113669-02).

Exhibit 4.41

First Amendment to Receivables Purchase Agreement, dated as of June 28, 2010, between World Financial Network National Bank and WFN Credit Company, LLC (incorporated by reference to Exhibit 4.3 of the current report Form 8-K/A filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on July 6, 2010).

Exhibit 4.42

Second Amendment to Receivables Purchase Agreement, dated as of November 9, 2011, between World Financial Network Bank (formerly known as World Financial Network National Bank) and WFN Credit Company, LLC (incorporated by reference to Exhibit 4.2 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on November 9, 2011).

Exhibit 4.43

Supplemental Agreement to Receivables Purchase Agreement, dated as of August 9, 2010, between World Financial Network National Bank and WFN Credit Company, LLC (incorporated by reference to Exhibit 4.2 of the current report Form 8-K filed by WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust on August 12, 2010).

Exhibit 31.1

Certification of Depositor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2010 to and including December 31, 2010.

Exhibit 33.1

Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of World Financial Network National Bank.

Exhibit 33.2

Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of ADS Alliance Data Systems, Inc.

Exhibit 33.3

Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of The Bank of New York Mellon Trust Company, N.A.

Exhibit 34.1

Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Deloitte & Touche LLP on behalf of World Financial Network National Bank.

Exhibit 34.2

Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Deloitte & Touche LLP on behalf of ADS Alliance Data Systems, Inc.

Exhibit 34.3

Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP on behalf of The Bank of New York Mellon Trust Company, N.A.

Exhibit 35.1

Servicing Compliance Statement of World Financial Network National Bank.

Exhibit 35.2

Servicing Compliance Statement of ADS Alliance Data Systems, Inc.

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Filing Compare · WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST