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) June 28, 2010

 

 

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:

 

¨ 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 June 28, 2010, World Financial Network Credit Card Master Note Trust (the “ Trust ”) and The Bank of New York Mellon Trust Company, N.A (the “ Indenture Trustee ”) entered into Supplemental Indenture No. 4 to Master Indenture, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which the Trust and the Indenture Trustee amended certain provisions of the Master Indenture, dated as of August 1, 2001, between the Trust and the Indenture Trustee.

On June 28, 2010, World Financial Network National Bank (the “ Bank ”), WFN Credit Company, LLC (the “ Transferor ”) and the Indenture Trustee entered into the Seventh Amendment to Second Amended and Restated Pooling and Servicing Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.2, pursuant to which the Bank, the Transferor and the Indenture 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 Indenture Trustee.

On June 28, 2010, the Bank and the Transferor entered into the First Amendment to Receivables Purchase Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.3, 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 June 28, 2010, the Bank, the Transferor and the Trust entered into the Seventh Amendment to the Transfer and Servicing Agreement, a copy which is filed with this Form 8-K as Exhibit 4.4, pursuant to which the Bank, the Transferor and the Trust amended certain provisions of the Transfer and Servicing Agreement, dated as of August 1, 2001, among the Bank, the Transferor and the Trust.

 

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    Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010
Exhibit 4.2    Seventh Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010
Exhibit 4.3    First Amendment to Receivables Purchase Agreement, dated as of June 28, 2010
Exhibit 4.4    Seventh Amendment to Transfer and Servicing Agreement, dated as of June 28, 2010

 

2


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:

 

/s/ Daniel T. Groomes

Name: Daniel T. Groomes

Title: President

Dated: June 28, 2010

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE

This SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE, dated as of June 28, 2010 (this “ Supplemental Indenture ”) is made between the World Financial Network Credit Card Master Note Trust, as Issuer (the “ Issuer ”) and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor in interest to BNY Midwest Trust Company), as Indenture Trustee (the “ Indenture Trustee ”), to the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, as further amended by the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, as further amended by the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, as further amended by the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, as amended and supplemented, the “ Master Indenture ”). Capitalized terms used and not otherwise defined in this Supplemental Indenture are used as defined in the Master Indenture.

WHEREAS, the Issuer and the Indenture Trustee desire to amend the Master Indenture in certain respects as set forth 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 to the Master Indenture . The definition of “Account” where it appears in Annex A to the Master Indenture is deleted in its entirety and replaced with the following:

Account ” means (i) each open end credit card account designated as an “Account” pursuant to (and as defined in) the Pooling and Servicing Agreement and (ii) each Automatic Additional Account, each Supplemental Account and each other revolving credit card account which is identified by account number or identification number in each computer file or microfiche list delivered to the Indenture Trustee by the Servicer pursuant to Section 2.1 or 2.6 of the Transfer and Servicing Agreement. The term “Account” excludes any Account all the Receivables in which are either reassigned or assigned to Transferor or its designee or Servicer in accordance with the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, and any inactive Accounts which in accordance with the Credit Card Guidelines have been removed from the computer records of the Credit Card Originator. The term “Account” includes each account into which an Account is transferred (a “ Transferred Account ”) so long as (a) such transfer is made in accordance with the Credit Card Guidelines and (b) such Transferred Account can be traced or identified, by reference to or by way of the Account Schedule delivered to the Owner Trustee pursuant to Section 2.1 or 2.6(d) of the Transfer and Servicing Agreement, as an account into which an Account has been transferred. The term “Account” includes an Automatic Additional Account or a Supplemental Account only from and after its Addition Date and includes any Removed Account only prior to its Removal Date.

 

     

Supplemental Indenture No. 4

to Master Indenture


SECTION 2. Conditions to Effectiveness . This Supplemental Indenture shall become effective, as of the date hereof (the “ Effective Date ”), upon (i) receipt by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto and (ii) satisfaction of each of the conditions precedent described in Section 10.1(a) of the Master Indenture, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

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

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

SECTION 4. Governing Law . THIS SUPPLEMENTAL INDENTURE 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. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

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

SECTION 6. Counterparts . This Supplemental Indenture 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 Supplemental Indenture may be delivered by facsimile or electronic transmission.

SECTION 7. Trustee Disclaimer . The Indenture Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

[ Signature Page Follows ]

 

   2   

Supplemental Indenture No. 4

to Master Indenture


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

 

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Indenture Trustee

By:

 

/s/ David H. Hill

  Name: David H. Hill
  Title: Senior Associate

 

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 Issuer

By:

 

/s/ Annette E. Morgan

  Name: Annette E. Morgan
  Title: Assistant Vice President

 

   S-1   

Supplemental Indenture No. 4

to Master Indenture

Exhibit 4.2

SEVENTH AMENDMENT TO

SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of June 28, 2010 (this “ Amendment ”) is made among World Financial Network National Bank, a national banking association located in Columbus, Ohio (“ WFNNB ”), as Servicer, WFN Credit Company, LLC (“ WFN Credit ”), as Transferor, and The Bank of New York Mellon Trust Company, N.A. (“ BNY ”), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwset 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 BNY, as Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to Second Amended and Restated Pooling and Servicing Agreement dated as of October 26, 2007, and the Sixth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, 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.

WHEREAS, WFNNB is contemplating a merger with and into WFNNB Interim National Bank (the “ Interim Bank ”), an interim national banking association located in Delaware, with the resulting bank being a national banking association named World Financial Network National Bank and located in Delaware (the “ Merger ”); and

WHEREAS, the parties hereto desire to amend the Pooling Agreement in certain respects as set forth herein, with certain of such amendments taking effect upon consummation of the Merger;

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 . (a) The definition of “ Business Day ” in Section 1.1 of the Pooling Agreement is hereby amended by adding the phrase “, Wilmington, Delaware” immediately after the phrase “New York, New York” where it appears in such definition.

(b) The following definition of “GAAP” is hereby added to Section 1.1 of the Pooling Agreement in the appropriate alphabetical order:

GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.

 

     

Seventh Amendment to Pooling Agreement

(Trust I)


(c) The definition of “ UCC ” in Section 1.1 of the Pooling Agreement is hereby amended by deleting the word “Ohio” where it appears and substituting with the word “Delaware.”

(d) Section 2.1(a) of the Pooling Agreement is hereby amended by inserting the phrase “, to the extent such treatment would be consistent with GAAP”, after the words “for accounting purposes” where they appear in such section thereof.

(e) Section 8.2(a) of the Pooling Agreement is hereby amended by deleting the word “corporation” where it appears in Section 8.2(a) and substituting with the word “entity”.

SECTION 2. Conditions to Effectiveness . (a) The amendments set forth in Sections 1(b) , 1(d) and 1(e) of this Amendment shall become effective on the date hereof upon (i) receipt by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto and (ii) satisfaction of each of the conditions precedent described in Section 13.1(a) of the Pooling Agreement.

(b) Following the effectiveness of the amendments described in Sections 1(b) , 1(d) and 1(e) of this Amendment, the amendments set forth in Sections 1(a)  and 1(c) shall become effective upon the consummation of the Merger.

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.

(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 ]

 

   2   

Seventh 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

  Name: 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: Senior Associate

 

WORLD FINANCIAL NETWORK NATIONAL BANK

By:

 

/s/ Ronald C. Reed

  Name: Ronald C. Reed
  Title: Treasurer

 

      Seventh Amendment to Pooling Agreement

Exhibit 4.3

FIRST AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT

This FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 28, 2010 (this “ Amendment ”) is made between World Financial Network National Bank, a national banking association located in Columbus, Ohio (“ WFNNB ”), 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 the same may be amended from time to time, the “ Receivables Purchase Agreement ”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Receivables Purchase Agreement.

WHEREAS, WFNNB is contemplating a merger with and into WFNNB Interim National Bank (the “ Interim Bank ”), an interim national banking association located in Delaware, with the resulting bank being a national banking association named World Financial Network National Bank and located in Delaware (the “ Merger ”); and

WHEREAS, the parties hereto desire to amend the Receivables Purchase Agreement in certain respects as set forth herein, with such amendments taking effect upon consummation of the Merger;

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 .

(a) Section 1.2 of the Receivables Purchase Agreement is hereby amended by deleting the word “Ohio” where it appears in Section 1.2 and substituting with the word “Delaware”.

(b) Section 2.1(e) of the Receivables Purchase Agreement is hereby amended by inserting the phrase “, to the extent consistent with GAAP”, after the words “for accounting purposes” where they appear in such section thereof.

(c) Section 5.1(g) of the Receivables Purchase Agreement is hereby amended by deleting the parenthetical “(including all tax and financial accounting purposes)” where it appears in such section and substituting the parenthetical “(including all tax and, to the extent such treatment would be consistent with GAAP, accounting purposes)” therein.

SECTION 2. Conditions to Effectiveness . (a) The amendments set forth in Sections 1(b) and 1(c) of this Amendment shall become effective on the date hereof upon satisfaction of each of conditions precedent described in Section 9.1 of the Receivables Purchase Agreement.

(b) Following the effectiveness of the amendments set forth in Sections 1(b) and 1(c) of this Amendment, the amendment set forth in Section 1(a) shall become effective upon the consummation of the Merger.

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.

 

     

First Amendment to Receivables Purchas e

Agreement


(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 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.

[ Signature Page Follows ]

 

   2   

First Amendment to Receivables Purchas e

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

  Name: Daniel T. Groomes
  Title: President

 

WORLD FINANCIAL NETWORK NATIONAL BANK, as RPA Seller

By:

 

/s/ Ronald C. Reed

  Name: Ronald C. Reed
  Title: Treasurer

 

     

First Amendment to Receivables Purchase

Agreement

Exhibit 4.4

SEVENTH AMENDMENT TO

THE TRANSFER AND SERVICING AGREEMENT

This SEVENTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of June 28, 2010 (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 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 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 The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company, as Trustee, as further amended by the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, as further amended by the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, as further amended by the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, among WFN, as Servicer, WFN Credit, as Transferor and the Issuer, as further amended by the Sixth Amendment to Transfer and Servicing Agreement, dated as of October 26, 2007, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer 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.

WHEREAS, the parties hereto desire to amend the Transfer Agreement as set forth 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:

1. Amendment to Transfer Agreement . Section 2.5(l) of the Transfer Agreement is hereby amended by inserting the phrase “, to the extent such treatment would be consistent with GAAP”, after the words “for accounting purposes” where they appear in such section thereof.

2. Binding Effect; Ratification . (a) This Amendment shall become effective, as of the date hereof, (i) upon receipt hereof by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto, and (ii) satisfaction of each of the conditions precedent described in Section 9.1(a) of the Transfer Agreement.

(b) On and after the execution and delivery hereof, 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.

 

      Seventh Amendment to Transfer Agreement


(c) 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.

3. Miscellaneous . (a) 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 LAW PROVISIONS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

(c) 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.

(d) The Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

[ Signature Page Follows ]

 

   2    Seventh 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 NATIONAL BANK, as Servicer

By:

 

/s/ Ronald C. Reed

  Name: Ronald C. Reed
  Title: Assistant Treasurer

 

WFN CREDIT COMPANY, LLC, as Transferor

By:

 

/s/ Daniel T. Groomes

  Name: Daniel T. Groomes
  Title: President

 

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/ Annette E. Morgan

  Name: Annette E. Morgan
  Title: Assistant Vice President

 

   S-1    Seventh Amendment to Transfer Agreement