UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) July 31, 2009
World Financial Network Credit Card Master Note Trust
(Issuing Entity)
World Financial Network Credit Card Master Trust
(Issuer of Collateral Certificate)
WFN Credit Company, LLC
(Depositor/Registrant)
World Financial Network National Bank
(Sponsor)
 
(Exact Name of Issuing Entity, Issuer of Collateral Certificate, Depositor/Registrant and
Sponsor as Specified in their respective Charters)
Delaware
 
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
     
333-60418    
333-113669   31-1772814
 
(Commission File Numbers for Registrant
and Issuing Entity, respectively) 		  (Registrants’ I.R.S. Employer Identification Nos.
for Registrant)
     
220 West Schrock Road, Westerville, Ohio   43081
 
(Address of Principal Executive Offices of Registrant)   (Zip Code)
(614) 729-5044
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement
     On July 31, 2009, World Financial Network Credit Card Master Note Trust, as issuer (the “ Issuer ”), and World Financial Network National Bank, as administrator (the “ Administrator ”) entered into the First Amendment to Administration Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which the Issuer and the Administrator amended certain provisions of the Administration Agreement, dated as of August 1, 2001, between the Issuer and the Administrator.
Item 9.01. Financial Statements and Exhibits.
  (a)   Not applicable.
 
  (b)   Not applicable.
 
  (c)   Not applicable.
 
  (d)   Exhibits.
     
Exhibit No.   Document Description
 
   
Exhibit 4.1
  First Amendment to Administration Agreement, dated as of July 31, 2009, between World Financial Network Credit Card Master Note Trust, as Issuer, and World Financial Network National Bank, as Administrator.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    WFN CREDIT COMPANY, LLC as depositor    
 
           
 
  By:
Name: 		  /s/ Daniel T. Groomes
 
Daniel T. Groomes 		   
 
  Title:   President    
Dated: July 31, 2009

Exhibit 4.1
FIRST AMENDMENT TO ADMINISTRATION AGREEMENT
      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.
     WHEREAS, the parties hereto desire to amend the Agreement to make certain specified changes 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. AMENDMENT . Section 1(b) of the Agreement is hereby amended by adding a new clause (v) as follows:
     “(v) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall, on behalf of the Issuer, execute and deliver any agreements, reports, undertakings, certifications, notices or authorizations (collectively the “ TALF Related Documents ”) required or that it deems advisable for purposes of the Term Asset-Backed Securities Loan Facility created and authorized by the rules of the United States Department of the Treasury and the Federal Reserve, in such form as the Transferor shall approve as evidenced conclusively by the Administrator’s execution thereof. For all purposes of this Agreement, the TALF Related Documents shall be deemed to constitute “Related Agreements” as defined in this Agreement.”
     SECTION 2. EFFECTIVENESS . This Amendment shall become effective as of the date first set above.
     SECTION 3. LIMITATION ON THE LIABILITY OF OWNER TRUSTEE . Except with respect to its consent to this Amendment in its individual capacity pursuant to Section 11 of the Agreement, this Amendment has been signed by U.S. Bank Trust National Association not in its individual capacity, but solely in its capacity as Owner Trustee of Issuer and in no event shall U.S. Bank Trust National Association in its individual capacity or any beneficial owner of Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Amendment, in the performance of any duties or obligations hereunder, Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.
     SECTION 4. MISCELLANEOUS . (a) As herein amended, the Agreement (as so amended, the “ Amended Agreement ”), shall remain in full force and effect and is hereby ratified

 

 

and confirmed in all respects. After the effectiveness hereof, all references in the Agreement to “the Agreement,” “this Agreement,” “hereof,” “hereto” or words of similar import shall in each case be deemed to refer to the Amended Agreement.
     (b) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
     (c) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date hereof.
             
    WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, as Issuer    
 
           
 
  By:   U.S. BANK TRUST NATIONAL    
 
      ASSOCIATION, not in its individual capacity
but solely as Owner Trustee 		   
 
           
 
      /s/ Mildred F. Smith
 
Name: Mildred F. Smith
Title: Vice President 		   
 
           
    WORLD FINANCIAL NETWORK NATIONAL BANK, as Administrator    
 
           
 
  By:
Name: 		  /s/ Ronald C. Reed
 
Ronald C. Reed 		   
 
  Title:   Assistant Treasurer    
         
Acknowledged and Accepted:    
 
       
WFN CREDIT COMPANY, LLC,
as Transferor 		   
 
       
By:
Name:
  /s/ Daniel T. Groomes
 
Daniel T. Groomes 		   
Title:
  President    

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CONSENT
     The undersigned hereby consents to the Amendment set forth above to the extent required by Section 11 of the Agreement.
             
    U.S. BANK TRUST NATIONAL ASSOCIATION, in its individual capacity and not in its individual capacity, but solely as Owner Trustee    
 
           
 
  By:
Name:
Title: 		  /s/ Mildred F. Smith
 
Mildred F. Smith
Vice President 		   

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