|
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)
|
|
November 9, 2011
|
|
|
|
|
|
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 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)
|
|
|
|
333-166240, 333-166240-01
|
|
31-1772814
|
|
(Commission File Numbers for Registrant and Issuing Entity, respectively)
|
|
(Registrants’ I.R.S. Employer Identification Nos. for Registrant)
|
|
|
|
3100 Easton Square Place, #3108, Columbus, Ohio
|
43219
|
|
(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:
|
|
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[ ] 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 November 9, 2011, World Financial Network Bank (the “
Bank
”), WFN Credit Company, LLC (the “
Transferor
”) and The Bank of New York Mellon Trust Company, N.A, as trustee (the “
Trustee
”), entered into the Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which the Bank, the Transferor and the Trustee amended certain provisions of the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among the Bank, the Transferor and the Trustee.
On November 9, 2011, the Bank and the Transferor entered into the Second Amendment to Receivables Purchase Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.2, pursuant to which the Bank and the Transferor amended certain provisions of the Receivables Purchase Agreement, dated as of August 1, 2001, between the Bank and the Transferor.
On November 9, 2011, the Bank, the Transferor and World Financial Network Credit Card Master Note Trust (the “
Trust
”) entered into the Ninth Amendment to the Transfer and Servicing Agreement, a copy which is filed with this Form 8-K as Exhibit 4.3, pursuant to which the Bank, the Transferor and the Trust amended certain provisions of the Transfer Agreement, dated as of August 1, 2001, among the Bank, the Transferor and the Trust.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit No.
|
|
Document Description
|
|
|
|
|
|
Exhibit 4.1
|
|
Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011
|
|
|
|
|
|
Exhibit 4.2
|
|
Second Amendment to Receivables Purchase Agreement, dated as of November 9, 2011
|
|
|
|
|
|
Exhibit 4.3
|
|
Ninth Amendment to Transfer and Servicing Agreement, dated as of November 9, 2011
|
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
|
|
|
|
|
|
|
Date: November 14, 2011
|
By:
|
|
/s/ Daniel T. Groomes
|
|
|
|
|
Daniel T. Groomes
|
|
|
|
|
President
|
EXHIBIT INDEX
|
Exhibit No.
|
|
Document Description
|
|
|
|
|
|
Exhibit 4.1
|
|
Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011
|
|
|
|
|
|
Exhibit 4.2
|
|
Second Amendment to Receivables Purchase Agreement, dated as of November 9, 2011
|
|
|
|
|
|
Exhibit 4.3
|
|
Ninth Amendment to Transfer and Servicing Agreement, dated as of November 9, 2011
|
Exhibit 4.1
EIGHTH AMENDMENT TO
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of November 9, 2011 (this “
Amendment
”) is made among World Financial Network Bank (formerly known as World Financial Network National Bank), a Delaware state chartered bank (“
WFN
”), as Servicer, WFN Credit Company, LLC (“
WFN Credit
”), as Transferor, and The Bank of New York Mellon Trust Company, N.A. (“
BNYM
”), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company, 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 WFNNB, as Servicer, WFN Credit, as Transferor and BNYM, as Trustee (as amended, the “
Pooling Agreement
”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Pooling Agreement.
WHEREAS, as of August 1, 2011, WFN converted from a national banking association to a Delaware state chartered bank and changed its name from World Financial Network National Bank to World Financial Network Bank (the “
Conversion
”); and
WHEREAS, in connection with the Conversion, the parties hereto desire to amend the Pooling Agreement in certain respects as set forth herein;
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
. Section 3.3(a) of the Pooling Agreement is hereby amended in its entirety to read as follows:
(a)
Organization and Good Standing
. Servicer is duly organized and validly existing in good standing under the laws of its jurisdiction of organization, and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and each Supplement and, in all material respects, to own its properties and conduct its business as such properties are presently owned and such business is presently conducted.
SECTION 2.
Conditions to Effectiveness
. This Amendment shall become effective on the date (the “
Effective Date
”) upon which (i) each of the parties hereto receive counterparts of this Amendment, duly executed and delivered by each of the parties hereto and (ii) each of the conditions precedent described in Section 13.1(a) of the Pooling Agreement are satisfied.
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.
|
|
|
Eighth Amendment to Pooling Agreement (Trust I)
|
(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.
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. Counterparts of this Amendment may be delivered by facsimile or electronic transmission.
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
]
|
|
|
Eighth Amendment to Pooling Agreement
(Trust I)
|
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.
WFN CREDIT COMPANY, LLC
By:
/s/ Daniel T. Groomes
Title: President
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/ David H. Hill
Name: David H. Hill
Title: Vice President
WORLD FINANCIAL NETWORK BANK
By:
/s/ Ronald C. Reed
Name: Ronald C. Reed
Title: Treasurer
|
|
|
Eighth Amendment to Pooling Agreement
|
Exhibit 4.2
SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 9, 2011 (this “
Amendment
”) is made between World Financial Network Bank (formerly known as World Financial Network National Bank), a Delaware state chartered bank (“
WFN
”), as RPA Seller, and WFN Credit Company, LLC (“
WFN Credit
”), as Purchaser (the “
Purchaser
”), to the Receivables Purchase Agreement, dated as of August 1, 2001, between the RPA Seller and the Purchaser (as amended, the “
Receivables Purchase Agreement
”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Receivables Purchase Agreement.
WHEREAS, as of August 1, 2011, WFN converted from a national banking association to a Delaware state chartered bank and changed its name from World Financial Network National Bank to World Financial Network Bank (the “
Conversion
”); and
WHEREAS, in connection with the Conversion, the parties hereto desire to amend the Receivables Purchase Agreement in certain respects as set forth herein;
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 4.1(a)(i)
of the Receivables Purchase Agreement is hereby amended in its entirety to read as follows
(i)
Organization and Good Standing
. RPA Seller is validly existing in good standing under the laws of its jurisdiction of organization, and has full corporate power, authority and legal right to own its properties and conduct its business as presently owned and conducted, and to execute, deliver and perform its obligations under this Agreement.
SECTION 2.
Conditions to Effectiveness
. This Amendment shall become effective on the date (the “Effective Date”) upon which (i) each of the parties hereto receive counterparts of this Amendment, duly executed and delivered by each of the parties hereto and (ii) each of the conditions precedent described in Section 9.1 of the Receivables Purchase Agreement are satisfied.
SECTION 3.
Effect of Amendment; Ratification
. (a) On and after the Effective Date, this Amendment 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 amended hereby.
(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.
|
|
|
Second Amendment to Receivables Purchase Agreement
|
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.
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. Counterparts of this Amendment may be delivered by facsimile or electronic transmission.
[
Signature Page Follows
]
|
|
|
Second Amendment to Receivables Purchase Agreement
|
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.
WFN CREDIT COMPANY, LLC, as Purchaser
By:
/s/ Daniel T. Groomes
Title: President
WORLD FINANCIAL NETWORK BANK,
as RPA Seller
By:
/s/ Ronald C. Reed
Name: Ronald C. Reed
Title: Treasurer
|
|
|
Second Amendment to Receivables Purchase Agreement
|
Exhibit 4.3
NINTH AMENDMENT TO THE
TRANSFER AND SERVICING AGREEMENT
This NINTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of November 9, 2011 (this “
Amendment
”) is made among World Financial Network Bank (formerly known as World Financial Network National Bank), a Delaware state chartered bank (“
WFN
”), as Servicer; WFN Credit Company, LLC (“
WFN Credit
”), as Transferor, and World Financial Network Credit Card Master Note 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, the “
Transfer Agreement
”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Transfer Agreement.
WHEREAS, as of August 1, 2011, WFN converted from a national banking association to a Delaware state chartered bank and changed its name from World Financial Network National Bank to World Financial Network Bank (the “
Conversion
”); and
WHEREAS, in connection with the Conversion, the parties hereto desire to amend the Transfer Agreement in certain respects as set forth herein;
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:
1.
Amendment to Transfer Agreement
. Section 3.3(a) of the Transfer Agreement is hereby amended in its entirety to read as follows:
(a)
Organization and Good Standing
. Servicer is duly organized and validly existing in good standing under the laws of its jurisdiction of organization, and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and, in all material respects, to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted.
2.
Conditions to Effectiveness
. This Amendment shall become effective on the date (the “Effective Date”) upon which (i) each of the parties hereto receive counterparts of this Amendment, duly executed and delivered by each of the parties hereto and (ii) each of the conditions precedent described in Section 9.1(a) of the Transfer Agreement are satisfied.
3.
Effect of Amendment; Ratification
. (a) On and after the Effective Date, this Amendment shall be a part of the Transfer Agreement and each reference in the Transfer Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Transfer Agreement shall mean and be a reference to the Transfer Agreement as amended hereby.
(b) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
|
|
|
Ninth Amendment to Transfer Agreement
|
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.
5.
Section Headings
. Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.
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. Counterparts of this Amendment may be delivered by facsimile or electronic transmission.
[
Signature Page Follows
]
|
|
|
Ninth Amendment to Transfer Agreement
|
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 BANK,
as Servicer
By:
/s/ Ronald C. Reed
WFN CREDIT COMPANY, LLC, as Transferor
By:
/s/ Daniel T. Groomes
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 on behalf of the Issuer
By:
/s/ Mildred F. Smith
|
|
S-1
|
Ninth Amendment to Transfer Agreement
|