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As Of Filer Filing For·On·As Docs:Size 2/26/21 Alliance Data Systems Corp. 10-K 12/31/20 135:28M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.65M
2: EX-10.105 Material Contract HTML 47K
3: EX-10.118 Material Contract HTML 53K
4: EX-10.119 Material Contract HTML 49K
5: EX-10.123 Material Contract HTML 49K
6: EX-10.124 Material Contract HTML 51K
7: EX-21 Subsidiaries List HTML 48K
8: EX-23.1 Consent of Expert or Counsel HTML 33K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
19: R1 Document and Entity Information HTML 94K
20: R2 Consolidated Balance Sheets HTML 155K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
22: R4 Consolidated Statements of Income HTML 142K
23: R5 Consolidated Statements of Comprehensive Income HTML 76K
24: R6 Consolidated Statements of Comprehensive Income HTML 36K
(Parenthetical)
25: R7 Consolidated Statements of Stockholders' Equity HTML 99K
26: R8 Consolidated Statements of Stockholders' Equity HTML 35K
(Parenthetical)
27: R9 Consolidated Statements of Cash Flows HTML 156K
28: R10 Description of Business and Basis of Presentation HTML 37K
29: R11 Summary of Significant Accounting Policies HTML 72K
30: R12 Revenue HTML 323K
31: R13 Earnings Per Share HTML 123K
32: R14 Acquisitions HTML 58K
33: R15 Disposition HTML 45K
34: R16 Discontinued Operations HTML 89K
35: R17 Credit Card and Loan Receivables HTML 247K
36: R18 Inventories, Net HTML 35K
37: R19 Other Investments HTML 107K
38: R20 Redemption Settlement Assets HTML 143K
39: R21 Leases HTML 90K
40: R22 Property and Equipment HTML 55K
41: R23 Intangible Assets and Goodwill HTML 153K
42: R24 Restructuring and Other Charges HTML 131K
43: R25 Accrued Expenses HTML 47K
44: R26 Debt HTML 185K
45: R27 Commitments and Contingencies HTML 118K
46: R28 Stockholders' Equity HTML 165K
47: R29 Employee Benefit Plans HTML 47K
48: R30 Accumulated Other Comprehensive Loss HTML 91K
49: R31 Income Taxes HTML 178K
50: R32 Financial Instruments HTML 253K
51: R33 Parent-Only Financial Statements HTML 159K
52: R34 Segment Information HTML 290K
53: R35 Supplemental Cash Flow Information HTML 55K
54: R36 Quarterly Results of Operations (Unaudited) HTML 167K
55: R37 Schedule Ii Consolidated Valuation and Qualifying HTML 63K
Accounts
56: R38 Summary of Significant Accounting Policies HTML 129K
(Policies)
57: R39 Revenue (Tables) HTML 304K
58: R40 Earnings Per Share (Tables) HTML 121K
59: R41 Acquisitions (Tables) HTML 54K
60: R42 Disposition (Tables) HTML 44K
61: R43 Discontinued Operations (Tables) HTML 89K
62: R44 Credit Card and Loan Receivables (Tables) HTML 220K
63: R45 Other Investments (Tables) HTML 109K
64: R46 Redemption Settlement Assets (Tables) HTML 144K
65: R47 Leases (Tables) HTML 90K
66: R48 Property and Equipment (Tables) HTML 51K
67: R49 Intangible Assets and Goodwill (Tables) HTML 152K
68: R50 Restructuring and Other Charges (Tables) HTML 132K
69: R51 Accrued Expenses (Tables) HTML 46K
70: R52 Debt (Tables) HTML 163K
71: R53 Commitments and Contingencies (Tables) HTML 108K
72: R54 Stockholders' Equity (Tables) HTML 147K
73: R55 Accumulated Other Comprehensive Loss (Tables) HTML 89K
74: R56 Income Taxes (Tables) HTML 174K
75: R57 Financial Instruments (Tables) HTML 245K
76: R58 Parent-Only Financial Statements (Tables) HTML 161K
77: R59 Segment Information (Tables) HTML 285K
78: R60 Supplemental Cash Flow Information (Tables) HTML 52K
79: R61 Quarterly Results of Operations (Unaudited) HTML 167K
(Tables)
80: R62 Description of Business and Basis of Presentation HTML 35K
(Details)
81: R63 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 42K
Property and Equipment (Details)
82: R64 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 39K
Derivative Instruments (Details)
83: R65 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 39K
Marketing Costs and Other (Details)
84: R66 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 38K
Recently Issued and Adopted Accounting Standards
(Details)
85: R67 Revenue (Details) HTML 133K
86: R68 Revenue - Contract Assets and Liabilities HTML 92K
(Details)
87: R69 REVENUE - Performance Obligation (Details) HTML 52K
88: R70 Earnings Per Share (Details) HTML 129K
89: R71 Acquisitions (Details) HTML 119K
90: R72 Disposition (Details) HTML 55K
91: R73 Discontinued Operations (Details) HTML 98K
92: R74 CREDIT CARD AND LOAN RECEIVABLES - Allowance for HTML 150K
Loan Loss and Delinquencies (Details)
93: R75 CREDIT CARD AND LOAN RECEIVABLES - Amortized Cost HTML 47K
Basis Credit Card and Loan Receivables (Details)
94: R76 CREDIT CARD AND LOAN RECEIVABLES - Troubled Debt HTML 47K
Restructurings (Details)
95: R77 CREDIT CARD AND LOAN RECEIVABLES - Credit Quality HTML 64K
on Amortized Cost Basis (Details)
96: R78 CREDIT CARD AND LOAN RECEIVABLES - Securitized HTML 85K
Credit Card Receivables (Details)
97: R79 Inventories, Net (Details) HTML 37K
98: R80 Other Investments (Details) HTML 104K
99: R81 Redemption Settlement Assets (Details) HTML 90K
100: R82 Leases (Details) HTML 37K
101: R83 Leases - Lease expense (Details) HTML 55K
102: R84 LEASES - Maturities of lease liabilities (Details) HTML 60K
103: R85 Property and Equipment (Details) HTML 90K
104: R86 INTANGIBLE ASSETS AND GOODWILL - Finite Lived HTML 82K
Assets and Indefinite Lived Assets (Details)
105: R87 INTANGIBLE ASSETS AND GOODWILL - Maturity Schedule HTML 71K
(Details)
106: R88 INTANGIBLE ASSETS AND GOODWILL - Goodwill HTML 58K
Information (Details)
107: R89 Restructuring and Other Charges (Details) HTML 73K
108: R90 Restructuring and Other Charges - Liability HTML 67K
(Details)
109: R91 Accrued Expenses (Details) HTML 42K
110: R92 Debt (Details) HTML 335K
111: R93 COMMITMENTS AND CONTINGENCIES - AIR MILES Reward HTML 34K
Program (Details)
112: R94 COMMITMENTS AND CONTINGENCIES - Regulatory Matters HTML 91K
and Cardholders (Details)
113: R95 STOCKHOLDERS' EQUITY - Stock Repurchase Programs HTML 93K
(Details)
114: R96 STOCKHOLDERS' EQUITY - Stock Compensation Plans HTML 57K
(Details)
115: R97 STOCKHOLDERS' EQUITY - Restricted Stock Unit HTML 178K
Awards and Stock Options (Details)
116: R98 STOCKHOLDERS' EQUITY - Preferred Stock (Details) HTML 42K
117: R99 Employee Benefit Plans (Details) HTML 104K
118: R100 Accumulated Other Comprehensive Loss (Details) HTML 91K
119: R101 INCOME TAXES - Components of Income Tax and HTML 170K
Reconciliation and Deferred Taxes (Details)
120: R102 INCOME TAXES - Operating Loss Carryforward HTML 79K
(Details)
121: R103 FINANCIAL INSTRUMENTS - Fair Value of Instruments HTML 65K
(Details)
122: R104 FINANCIAL INSTRUMENTS - Fair Value Level HTML 63K
Disclosure (Details)
123: R105 FINANCIAL INSTRUMENTS - Significant Unobservable HTML 42K
Input Information (Details)
124: R106 FINANCIAL INSTRUMENTS - Assets and Liabilities Not HTML 54K
Carried at Fair Value (Details)
125: R107 FINANCIAL INSTRUMENTS - Assets and Liabilities HTML 35K
Measured at Fair Value on Nonrecurring Basis
(Details)
126: R108 Parent-Only Financial Statements (Details) HTML 224K
127: R109 SEGMENT INFORMATION - Financial Information HTML 140K
(Details)
128: R110 SEGMENT INFORMATION - Geographic Information HTML 73K
(Details)
129: R111 Supplemental Cash Flow Information (Details) HTML 63K
130: R112 Quarterly Results of Operations (Unaudited) HTML 111K
(Details)
131: R113 Schedule Ii Consolidated Valuation and Qualifying HTML 41K
Accounts (Details)
133: XML IDEA XML File -- Filing Summary XML 246K
18: XML XBRL Instance -- ads-20201231x10k_htm XML 8.22M
132: EXCEL IDEA Workbook of Financial Reports XLSX 207K
14: EX-101.CAL XBRL Calculations -- ads-20201231_cal XML 460K
15: EX-101.DEF XBRL Definitions -- ads-20201231_def XML 1.42M
16: EX-101.LAB XBRL Labels -- ads-20201231_lab XML 3.27M
17: EX-101.PRE XBRL Presentations -- ads-20201231_pre XML 2.19M
13: EX-101.SCH XBRL Schema -- ads-20201231 XSD 450K
134: JSON XBRL Instance as JSON Data -- MetaLinks 754± 1.16M
135: ZIP XBRL Zipped Folder -- 0001101215-21-000036-xbrl Zip 784K
| <START_DV_EXCLUSION> |
Exhibit 10.118
SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED SERIES 2009-VFN
INDENTURE SUPPLEMENT
This SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED SERIES 2009-VFN INDENTURE SUPPLEMENT, dated as of June 11, 2020 (this “Amendment”), is made between World Financial Network Credit Card Master Note Trust, as Issuer (the “Issuer”), and MUFG Union Bank, N.A. (“MUFG”), formerly known as Union Bank, N.A., as successor in interest to The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as Indenture Trustee (in such capacity, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001 (as further amended from time to time prior to the date hereof, the “Master Indenture”), between the Issuer and the Indenture Trustee, to the Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of February 28, 2014 (as further amended from time to time prior to the date hereof, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”), between the Issuer and the Indenture Trustee, and acknowledged and accepted by all of the Class A Noteholders and WFN Credit Company, LLC, as Transferor and as sole Class M Noteholder, Class B Noteholder and Class C Noteholder. Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Indenture.
Background
A. The Issuer and the Indenture Trustee have previously entered into the Indenture Supplement to create and designate a Series of Notes.
B. The Issuer and the Indenture Trustee wish to amend such Indenture Supplement, as set out in this Amendment.
Agreement
1. Amendments to the Indenture Supplement.
(a) Section 2.1 of the Indenture Supplement is hereby amended by inserting the following definitions in appropriate alphabetical order:
“Investor Interchange Allocation Percentage” means, with respect to any Monthly Period, the Allocation Percentage for such Monthly Period with respect to Finance Charge Receivables (or, if a Reset Date occurs during such Monthly Period, the average such Allocation Percentage for such Monthly Period determined as the quotient of the summation of the Allocation Percentages with respect to Finance Charge Receivables for all days during such Monthly Period, divided by the number of days in such Monthly Period).
“Investor Interchange Amount” means, with respect to any Monthly Period, an amount equal to the product of (a) the amount of Interchange attributed to the Accounts for such Monthly Period pursuant to Section 5.1(l) of the Receivables Purchase Agreement and (b) the Investor Interchange Allocation Percentage for such Monthly Period.
(b) Section 5.1 of the Indenture Supplement is hereby amended as follows:
(i) clause (b)(i) thereof is hereby amended by inserting the phrase “or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is
| | Sixth Amendment |
less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in the last proviso thereof;
(ii) clause (b)(ii)(x)(1) thereof is hereby amended by inserting the phrase “and the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in subclause fourth thereof;
(iii) clause (b)(ii)(y) thereof is hereby amended by inserting the phrase “and the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in subclause third thereof;
(iv) clause (b)(ii)(z) thereof is hereby amended by inserting the phrase “and the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in subclause second thereof; and
(v) the following new subsection (e) is hereby inserted following subsection (d) thereof:
(e) Allocations of Interchange. Notwithstanding anything to the contrary in Section 5.1(b) of this Indenture Supplement or in the Indenture, Interchange for each Monthly Period equal to the Investor Interchange Amount shall be allocated to the Series 2009-VFN Noteholders, and shall be deposited into the Finance Charge Account not later 12:00 noon, New York City time, on the Transfer Date following the related Monthly Period.
2. Conditions to Effectiveness; Binding Effect; Ratification. (a) This Amendment shall become effective, as of the date first set forth above, when (i) counterparts hereof shall have been executed and delivered by the parties hereto and (ii) each of the conditions precedent described in Section 10.2 of the Master Indenture has been satisfied, and thereafter shall be binding on the parties hereto and their respective successors and assigns.
(b) On and after the execution and delivery hereof, this Amendment shall be a part of the Indenture Supplement and each reference in the Indenture Supplement to “this Indenture Supplement” or “hereof”, “hereunder” or words of like import, and each reference in any other Transaction Document to the Indenture Supplement shall mean and be a reference to the Indenture Supplement as amended hereby.
(c) Except as expressly amended hereby, the Indenture Supplement shall remain 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 AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 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
| 2 | Sixth Amendment |
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, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery by facsimile or electronic transmission of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof. Each party agrees that this Amendment may be electronically signed, and that any electronic signatures appearing on this Amendment are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
(d) The Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein.
4. Limitation on Liability. It is expressly understood and agreed by the parties that (a) this document is executed and delivered by U.S. Bank Trust National Association, not individually or personally, but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents.
[ REMAINDER OF PAGE INTENTIONALLY BLANK ]
| 3 | Sixth Amendment |
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 CREDIT CARD MASTER NOTE TRUST, as Issuer |
| |
| By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee |
| |
| By: /s/ Mirtza J. Escobar |
| Name: Mirtza J. Escobar |
| Title: Vice President |
| |
| |
| |
| |
| MUFG UNION BANK, N.A., as Indenture Trustee |
| |
| By: /s/ D. Amedeo Morreale |
| Name: D. Amedeo Morreale |
| Title: Vice President |
Acknowledged and Accepted:
COMENITY BANK,
as Servicer
By: /s/ Gregory Opincar
Name: Gregory Opincar
Title: Chief Financial Officer
WFN CREDIT COMPANY, LLC
as Transferor
By: /s/ Michael Blackham
Name: Michael Blackham
Title: Treasurer
| S-1 | Sixth Amendment |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/21 | SEC LETTER | ||
| For Period end: | 12/31/20 | 11-K, SD | ||
| 6/11/20 | ||||
| 2/28/14 | 10-K | |||
| 8/1/01 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Bread Financial Holdings, Inc. 10-K 12/31/23 128:15M 2/28/23 Bread Financial Holdings, Inc. 10-K 12/31/22 135:20M 2/25/22 Bread Financial Holdings, Inc. 10-K 12/31/21 110:23M |