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As Of Filer Filing For·On·As Docs:Size 2/27/18 Alliance Data Systems Corp 10-K 12/31/17 111:28M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.58M
2: EX-10.104 Material Contract HTML 613K
3: EX-10.109 Material Contract HTML 61K
4: EX-10.96 Material Contract HTML 49K
6: EX-21 Subsidiaries List HTML 75K
7: EX-23.1 Consent of Experts or Counsel HTML 30K
5: EX-12.1 Statement re: Computation of Ratios HTML 53K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
18: R1 Document and Entity Information HTML 57K
19: R2 Consolidated Balance Sheets HTML 147K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K
21: R4 Consolidated Statements of Income HTML 99K
22: R5 Consolidated Statements of Comprehensive Income HTML 73K
23: R6 Consolidated Statements of Stockholders' Equity HTML 78K
24: R7 Consolidated Statements of Cash Flows HTML 150K
25: R8 Description of Business and Basis of Presentation HTML 36K
26: R9 Summary of Significant Accounting Policies HTML 195K
27: R10 Acquisitions HTML 53K
28: R11 Credit Card and Loan Receivables HTML 385K
29: R12 Inventories HTML 32K
30: R13 Other Investments HTML 176K
31: R14 Redemption Settlement Assets HTML 187K
32: R15 Property and Equipment HTML 58K
33: R16 Intangible Assets and Goodwill HTML 223K
34: R17 Accrued Expenses HTML 47K
35: R18 Debt HTML 252K
36: R19 Derivative Instruments HTML 133K
37: R20 Deferred Revenue HTML 92K
38: R21 Commitments and Contingencies HTML 73K
39: R22 Stockholders' Equity HTML 248K
40: R23 Employee Benefit Plans HTML 50K
41: R24 Accumulated Other Comprehensive Income (Loss) HTML 94K
42: R25 Income Taxes HTML 223K
43: R26 Financial Instruments HTML 330K
44: R27 Parent-Only Financial Statements HTML 205K
45: R28 Segment Information HTML 455K
46: R29 Quarterly Results of Operations (Unaudited) HTML 160K
47: R30 Schedule Ii Consolidated Valuation and Qualifying HTML 76K
Accounts
48: R31 Summary of Significant Accounting Policies HTML 249K
(Policies)
49: R32 Summary of Significant Accounting Policies HTML 139K
(Tables)
50: R33 Acquisitions (Tables) HTML 51K
51: R34 Credit Card and Loan Receivables (Tables) HTML 368K
52: R35 Other Investments (Tables) HTML 178K
53: R36 Redemption Settlement Assets (Tables) HTML 187K
54: R37 Property and Equipment (Tables) HTML 56K
55: R38 Intangible Assets and Goodwill (Tables) HTML 220K
56: R39 Accrued Expenses (Tables) HTML 46K
57: R40 Debt (Tables) HTML 220K
58: R41 Derivative Instruments (Tables) HTML 125K
59: R42 Deferred Revenue (Tables) HTML 89K
60: R43 Commitments and Contingencies (Tables) HTML 61K
61: R44 Stockholders' Equity (Tables) HTML 230K
62: R45 Accumulated Other Comprehensive Income (Loss) HTML 92K
(Tables)
63: R46 Income Taxes (Tables) HTML 217K
64: R47 Financial Instruments (Tables) HTML 319K
65: R48 Parent-Only Financial Statements (Tables) HTML 203K
66: R49 Segment Information (Tables) HTML 454K
67: R50 Quarterly Results of Operations (Unaudited) HTML 155K
(Tables)
68: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 30K
Allowance for Loan Loss (Details)
69: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES HTML 39K
Property and Equipment (Details)
70: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES HTML 36K
Goodwill and Other Intangible Assets (Details)
71: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue HTML 94K
Recognition and Earnings Per Share (Details)
72: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 88K
Recently Adopted Accounting Standards (Details)
73: R56 Acquisitions (Details) HTML 61K
74: R57 CREDIT CARD AND LOAN RECEIVABLES - Allowance for HTML 115K
Loan Loss and Delinquencies (Details)
75: R58 CREDIT CARD AND LOAN RECEIVABLES - Modified Credit HTML 42K
Card Receivables (Details)
76: R59 CREDIT CARD AND LOAN RECEIVABLES - Age of Credit HTML 57K
Card and Loan Receivable Accounts (Details)
77: R60 CREDIT CARD AND LOAN RECEIVABLES - Credit Quality HTML 61K
(Details)
78: R61 CREDIT CARD AND LOAN RECEIVABLES - Securitized HTML 73K
Credit Card Receivables (Details)
79: R62 Inventories (Details) HTML 31K
80: R63 Other Investments (Details) HTML 120K
81: R64 Redemption Settlement Assets (Details) HTML 91K
82: R65 Property and Equipment (Details) HTML 58K
83: R66 INTANGIBLE ASSETS AND GOODWILL - Finite Lived HTML 99K
Assets and Indefinite Lived Assets (Details)
84: R67 INTANGIBLE ASSETS AND GOODWILL - Maturity Schedule HTML 72K
(Details)
85: R68 INTANGIBLE ASSETS AND GOODWILL - Goodwill HTML 47K
Information (Details)
86: R69 Accrued Expenses (Details) HTML 39K
87: R70 Debt (Details) HTML 393K
88: R71 DERIVATIVE INSTRUMENTS - Designated and Not HTML 55K
Designated Instruments (Details)
89: R72 DERIVATIVE INSTRUMENTS - Activity and Location of HTML 74K
Outstanding Derivatives (Details)
90: R73 Deferred Revenue (Details) HTML 76K
91: R74 COMMITMENTS AND CONTINGENCIES - Litigation and HTML 113K
Regulatory Matters (Details)
92: R75 COMMITMENTS AND CONTINGENCIES - Cardholders HTML 32K
(Details)
93: R76 STOCKHOLDERS' EQUITY - Stock Repurchase Programs HTML 61K
(Details)
94: R77 STOCKHOLDERS' EQUITY - Stock Compensation Plans HTML 47K
(Details)
95: R78 STOCKHOLDERS' EQUITY - Restricted Stock Unit HTML 171K
Awards and Stock Options (Details)
96: R79 Employee Benefit Plans (Details) HTML 101K
97: R80 Accumulated Other Comprehensive Income (Details) HTML 54K
98: R81 INCOME TAXES - Components of Income Tax and HTML 161K
Reconciliation and Deferred Taxes (Details)
99: R82 INCOME TAXES - Operating Loss Carryforward HTML 88K
(Details)
100: R83 FINANCIAL INSTRUMENTS - Fair Value of Instruments HTML 66K
(Details)
101: R84 FINANCIAL INSTRUMENTS - Fair Value Level HTML 65K
Disclosure (Details)
102: R85 FINANCIAL INSTRUMENTS - Significant Unobservable HTML 38K
Input Information (Details)
103: R86 FINANCIAL INSTRUMENTS - Assets and Liabilities Not HTML 51K
Carried at Fair Value (Details)
104: R87 Parent-Only Financial Statements (Details) HTML 201K
105: R88 SEGMENT INFORMATION - Financial Information HTML 119K
(Details)
106: R89 SEGMENT INFORMATION - Geographic Information HTML 58K
(Details)
107: R90 Quarterly Results of Operations (Unaudited) HTML 77K
(Details)
108: R91 Schedule Ii Consolidated Valuation and Qualifying HTML 41K
Accounts (Details)
110: XML IDEA XML File -- Filing Summary XML 197K
109: EXCEL IDEA Workbook of Financial Reports XLSX 160K
12: EX-101.INS XBRL Instance -- ads-20171231 XML 8.27M
14: EX-101.CAL XBRL Calculations -- ads-20171231_cal XML 430K
15: EX-101.DEF XBRL Definitions -- ads-20171231_def XML 1.09M
16: EX-101.LAB XBRL Labels -- ads-20171231_lab XML 2.87M
17: EX-101.PRE XBRL Presentations -- ads-20171231_pre XML 1.77M
13: EX-101.SCH XBRL Schema -- ads-20171231 XSD 404K
111: ZIP XBRL Zipped Folder -- 0001101215-18-000066-xbrl Zip 428K
| ads_Ex10_109 |
Exhibit 10.109
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED SERIES 2009-
VFN INDENTURE SUPPLEMENT
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED SERIES 2009-VFN INDENTURE SUPPLEMENT, dated as of December 1, 2017 (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 heretofore amended, the “Indenture Supplement”), between the Issuer and the Indenture Trustee, and acknowledged and accepted by 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 Master Indenture.
Background
A. The parties hereto have previously entered into the Indenture Supplement to create and designate a new Series of Notes.
B. The parties hereto wish to amend such Indenture Supplement, all as set out in this Amendment.
Agreement
1. Amendment to the Indenture Supplement. (a) Section 2.1 of the Indenture Supplement is hereby amended by inserting the following definitions in appropriate alphabetical order:
“Regulation RR” means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange Commission to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act, as in effect as of the date hereof.
“Required Seller’s Interest” means, as of any date of determination, the product of (a) 5% and (b) the result of (i) the excess of the outstanding principal balance of all outstanding Classes of Notes other than Risk Retention Retained Notes minus (ii) the principal balance of all funds held in segregated principal accumulation accounts that meet the requirements of Rule 5(c)(2) of Regulation RR for the repayment of the principal amount of Notes other than Risk Retention Retained Notes.
“Risk Retention Retained Note” means any Note issued by the Issuer that is retained by Comenity Bank, as sponsor, or a Wholly-owned Affiliate thereof upon initial issuance thereof and at all times thereafter; provided that no Note issued after December 24, 2016 shall be treated as a Risk Retention Retained Note unless designated as a Risk Retention Retained Note pursuant to the related Indenture Supplement; and provided further that the Class B Notes and Class C Notes issued hereunder shall be Risk Retention Retained Notes.
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Second Amendment |
“RR Measurement Date” is defined in Section 9.8(f).
“Securities Exchange Act” means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections 78a et seq., and any regulations promulgated thereunder.
“Seller’s Interest” means, as of any date of determination, the result of (a) the sum of the aggregate amount of Principal Receivables and the principal amount of any Participations held by the Issuer as of such date of determination, plus (b) the aggregate amount of Principal Collections on deposit in the Collection Account as of such date of determination, minus (c) the aggregate of the principal balances of all outstanding Notes issued by the Issuer as of such date of determination.
“Wholly-owned Affiliate” has the meaning specified in Rule 2 of Regulation RR.
(b) Section 9.8 of the Indenture Supplement is hereby amended by inserting the following new clauses (f), (g) and (h) immediately following clause (e) thereof:
(f) So long as Regulation RR is in effect (x) to the extent that the sum of (i) the Seller’s Interest and (ii) amounts on deposit (excluding any investment earnings on deposit) in the Excess Funding Account (to the extent the Excess Funding Account meets the requirements of Rule 5(f) of Regulation RR) is less than the Required Seller’s Interest as of the last day of any Monthly Period (each, an “RR Measurement Date”), the Transferor shall cause the Seller’s Interest to be increased to an amount such that the sum of (i) the Seller’s Interest and (ii) amounts on deposit (excluding any investment earnings on deposit) in the Excess Funding Account (to the extent the Excess Funding Account meets the requirements of Rule 5(f) of Regulation RR) will be equal to or greater than the Required Seller’s Interest on or before the following RR Measurement Date; provided, that failure to satisfy the foregoing covenant shall not constitute a breach of this Indenture Supplement if at the time of such failure, the transaction contemplated by the Transaction Documents shall otherwise be in compliance with the requirements of Regulation RR and (y) other than as permitted by Regulation RR, the Transferor shall not sell, transfer or hedge any assets used to satisfy risk retention obligations under Regulation RR.
(g) For the avoidance of doubt, in no event shall either of the Indenture Trustee or the Owner Trustee have any responsibility to monitor compliance with or, subject to their obligations under the Transaction Documents, enforce compliance with, or be charged with knowledge of Regulation RR or any rules or regulations promulgated in connection therewith, nor shall it be liable to any investor or any other party whatsoever for any violation of Regulation RR or any rules or regulations promulgated in connection therewith or any similar provisions in effect or the breach of any related term of this Indenture Supplement, any Transaction Document or any other document made or delivered pursuant hereto or thereto.
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2 |
Second Amendment |
(h) The Servicer will include the amount of the Seller’s Interest as of the most recent RR Measurement Date on each statement delivered pursuant to Section 6.3(a).
2. 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 in full force and effect and is hereby ratified and confirmed by the parties hereto.
3. MiscellaneousError! Bookmark not defined.. (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 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 Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein.
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3 |
Second Amendment |
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.
[Signature Page Follows]
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4 |
Second 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.
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WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, as Issuer |
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By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee |
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By: /s/ Nicole Poole |
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Name: Nicole Poole |
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Title: Vice President |
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MUFG UNION BANK, N.A., as Indenture Trustee |
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By: /s/ Marion Zinowski |
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Name: Marion Zinowski |
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Title: Vice President |
Acknowledged and Accepted:
COMENITY BANK,
as Servicer
By: /s/ Randy J. Redcay
Name: Randy J. Redcay
Title: Chief Financial Officer
WFN CREDIT COMPANY, LLC
as Transferor and as sole Class M Noteholder,
Class B Noteholder and Class C Noteholder
By: /s/ Michael Blackham
Name: Michael Blackham
Title: Treasurer
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S-1 |
Second Amendment |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/18 | 4 | ||
| For Period end: | 12/31/17 | 11-K, 5, SD | ||
| 12/1/17 | 4 | |||
| 12/24/16 | ||||
| 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 2/26/21 Bread Financial Holdings, Inc. 10-K 12/31/20 135:28M |