SUPPLEMENTAL AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 4.2

SUPPLEMENTAL AGREEMENT TO

RECEIVABLES PURCHASE AGREEMENT

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.

WHEREAS, pursuant to an Agreement to Merge, dated July 19, 2010, between Ohio Bank and WFNNB Interim National Bank, a national banking association located in Wilmington, Delaware (“Delaware Bank”), Ohio Bank will merge with and into Delaware Bank and the resulting association shall be the Resultant Bank (such transactions, the “Merger”); and

WHEREAS, the Resultant Bank desires to assume the performance of the covenants and obligations of the RPA Seller under the Receivables Purchase Agreement as of the effective time of the Merger (“Effective Time”);

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. Assumption of Obligations. Effective as of the Effective Time, the Resultant Bank assumes the performance of every covenant and obligation of the RPA Seller under the Receivables Purchase Agreement.

SECTION 2. Conditions to Effectiveness. This Agreement shall become effective at the Effective Time; provided that the following conditions have been satisfied:

(a) counterparts of this Agreement have been duly executed by each of the parties to this Agreement, and

(b) each of the conditions precedent described in Section 9.5(a) of the Receivables Purchase Agreement has been satisfied.

SECTION 3. Effect of Agreement; Ratification. (a) On and after the Effective Time, this Agreement shall be a part of the Receivables Purchase Agreement and each reference in the Receivables Purchase Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as supplemented hereby.

		1		Supplemental Agreement to Receivables Purchase
				Agreement (Trust I)

(b) Except as expressly amended hereby, the Receivables Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 4. Governing Law. THIS AGREEMENT 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.

SECTION 5. Section Headings. Headings used herein are for convenience of reference only and shall not affect the meaning of this Agreement.

SECTION 6. Counterparts. This Agreement 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.

[Signature Page Follows]

		2		Supplemental Agreement to Receivables Purchase
				Agreement (Trust I)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WORLD FINANCIAL NETWORK NATIONAL BANK
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Vice President and CFO
WFN CREDIT COMPANY, LLC
By:		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: President

Acknowledged and accepted by:

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Receivables

Trust Trustee

By:		/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title: Vice President

Supplemental Agreement to Receivables Purchase

Agreement (Trust I)