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) August 9, 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

333-133170, 333-133170-01

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   43219
(Address of Principal Executive Offices of Registrant)   (Zip Code)

(614) 729-5044

(Registrant’s Telephone Number, Including Area Code)

220 West Schrock Road, Westerville, Ohio 43081

(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 August 9, 2010, WFN Credit Company, LLC (the “ Transferor ”), The Bank of New York Mellon Trust Company, N.A. (“ BNY ”) and World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “ Bank ”) entered into the Supplemental Agreement 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 assumes the covenants and obligations of World Financial Network National Bank, national banking association located in Columbus, Ohio (the “ Ohio Bank ”), as servicer under the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among the Bank (as successor to the Ohio Bank), the Transferor and BNY.

On August 9, 2010, the Bank and the Transferor entered into the Supplemental Agreement to Receivables Purchase Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.2, pursuant to which the Bank assumes the covenants and obligations of the Ohio Bank, as RPA seller under the Receivables Purchase Agreement, dated as of August 1, 2001, between the Bank (as successor to the Ohio Bank) and the Transferor.

On August 9, 2010, the Bank, the Transferor and World Financial Network Credit Card Master Note Trust (the “ Trust ”) entered into the Supplemental Agreement to Transfer and Servicing Agreement, a copy which is filed with this Form 8-K as Exhibit 4.3, pursuant to which the Bank assumes the covenants and obligations of the Ohio Bank, as servicer under the Transfer and Servicing Agreement, dated as of August 1, 2001, among the Bank (as successor to the Ohio Bank), the Transferor and the Trust.

 

Item 6.02 Change of Servicer or Trustee.

World Financial Network National Bank (the “Bank”) is the servicer for World Financial Network Credit Card Master Trust and World Financial Network Credit Card Master Note Trust. On August 9, 2010, the Bank was relocated from Columbus, Ohio to Wilmington, Delaware through a merger with and into WFNNB Interim National Bank, an interim banking association located in Wilmington, Delaware, with the resulting entity being World Financial Network National Bank, a national banking association, located in Wilmington, Delaware. The disclosure required with respect to the Bank as Servicer pursuant to Items 1108(b)-(d) of Regulation AB is set forth in the prospectus dated June 28, 2010, as supplemented by the prospectus supplement dated July 2, 2010, and is incorporated herein. Such information applies to the Bank both before and after the relocation transaction. The new principal executive office of the Bank is located at One Righter Parkway, Suite 100, Wilmington, Delaware 19803.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits.

 

2


Exhibit

No.

  

Document Description

Exhibit 4.1    Supplemental Agreement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010
Exhibit 4.2    Supplemental Agreement to Receivables Purchase Agreement, dated as of August 9, 2010
Exhibit 4.3    Supplemental Agreement to Transfer and Servicing Agreement, dated as of August 9, 2010

 

3


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 /    D ANIEL T. G ROOMES        

Name:   Daniel T. Groomes
Title:   President

Dated: August 12, 2010

Exhibit 4.1

SUPPLEMENTAL AGREEMENT

TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

This SUPPLEMENTAL AGREEMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of August 9, 2010 (this “ Agreement ”), is made among World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “ Resultant Bank ”), WFN Credit Company, LLC (“ WFN Credit ”), 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 Midwest Trust Company, as Trustee of World Financial Network Credit Card Master Trust, to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among World Financial Network National Bank, a national banking association located in Columbus, Ohio (“ Ohio Bank ”), as Servicer, WFN Credit, as Transferor and BNY, as Trustee (as amended by the Omnibus Amendment (as defined below), 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, the Sixth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, and the Seventh Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, and as further amended from time to time, the “ Pooling Agreement ”). References herein to the Omnibus Amendment refer to that certain Omnibus Amendment, dated as of March 31, 2003, among WFN Credit, as Transferor, Ohio Bank, as Servicer, World Financial Network Credit Card Master Note Trust and BNY, as Trustee and Indenture Trustee. Capitalized terms used and not otherwise defined in this Agreement are used as defined in the Pooling 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 will 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 Servicer under the Pooling Agreement as of the effective time of the Merger (the “ 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 Servicer under the Pooling 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

 

     Supplement Agreement to Pooling Agreement
     (Trust I)


(b) each of the conditions precedent described in Section 8.2(a) of the Pooling 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 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 supplemented 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 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.

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

[ Signature Page Follows ]

 

  2    Supplement Agreement to Pooling 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/ John J. Coane

  Name:   John J. Coane
  Title:   Vice President and CFO
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:   Vice President

 

     Supplement Agreement to Pooling Agreement
     (Trust I)

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/ John J. Coane

  Name: John J. Coane
  Title: Vice President and CFO
WFN CREDIT COMPANY, LLC
By:  

/s/ Daniel T. Groomes

  Name: Daniel T. Groomes
  Title: President

Acknowledged and accepted by:

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Receivables

Trust Trustee

 

By:  

/s/ David H. Hill

  Name: David H. Hill
  Title: Vice President

 

   Supplemental Agreement to Receivables Purchase
   Agreement (Trust I)

Exhibit 4.3

SUPPLEMENTAL AGREEMENT TO

TRANSFER AND SERVICING AGREEMENT

This SUPPLEMENTAL AGREEMENT TO TRANSFER AND SERVICING AGREEMENT, dated as of August 9, 2010 (this “ Agreement ”), is made among World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “ Resultant Bank ”), WFN Credit Company, LLC (“ WFN Credit ”), and World Financial Network Credit Card Master Note Trust (the “ Issuer ”), to the Transfer and Servicing Agreement, dated as of August 1, 2001, among WFN Credit, as Transferor, World Financial Network National Bank, a national banking association located in Columbus, Ohio (“ Ohio Bank ”), as Servicer, and the Issuer, as amended by the First Amendment to Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment (as defined below), the Third Amendment to Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to Transfer and Servicing Agreement, dated as of October 26, 2007 and the Seventh Amendment to Transfer and Servicing Agreement, dated as of June 28, 2010, and as further amended from time to time, the “ Transfer and Servicing Agreement ”). References herein to the Omnibus Amendment refer to that certain Omnibus Amendment, dated as of March 31, 2003, among WFN Credit, as Transferor, Ohio Bank, as Servicer, 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 and Indenture Trustee. Capitalized terms used and not otherwise defined in this Agreement are used as defined in the Transfer and Servicing 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 Servicer under the Transfer and Servicing Agreement as of the effective time of the Merger (the “ 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 Servicer under the Transfer and Servicing 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

 

   Supplemental Agreement to Transfer and
   Servicing Agreement (Trust I)


(b) each of the conditions precedent described in Section 5.2(a) of the Transfer and Servicing 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 Transfer and Servicing Agreement and each reference in the Transfer and Servicing Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Transfer and Servicing Agreement shall mean and be a reference to the Transfer and Servicing Agreement as supplemented hereby.

(b) Except as expressly amended hereby, the Transfer and Servicing 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 Transfer and
     Servicing 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/ John J. Coane

  Name: John J. Coane
  Title: Vice President and CFO
WFN CREDIT COMPANY, LLC
By:  

/s/ Daniel T. Groomes

  Name: Daniel T. Groomes
  Title: President
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
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

 

   Supplemental Agreement to Transfer and
   Servicing Agreement (Trust I)