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Alliance Data Systems Corp – ‘10-Q’ for 9/30/17 – ‘EX-10.4’

On:  Wednesday, 11/8/17, at 8:27am ET   ·   For:  9/30/17   ·   Accession #:  1101215-17-217   ·   File #:  1-15749

Previous ‘10-Q’:  ‘10-Q’ on 8/7/17 for 6/30/17   ·   Next:  ‘10-Q’ on 5/8/18 for 3/31/18   ·   Latest:  ‘10-Q’ on 10/26/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/08/17  Alliance Data Systems Corp        10-Q        9/30/17   78:17M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.44M 
 2: EX-10.4     Material Contract                                   HTML     45K 
 3: EX-10.5     Material Contract                                   HTML     51K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
14: R1          Document and Entity Information                     HTML     43K 
15: R2          Condensed Consolidated Balance Sheets               HTML    140K 
16: R3          Condensed Consolidated Balance Sheets               HTML     33K 
                (Parenthetical)                                                  
17: R4          Condensed Consolidated Statements of Income         HTML     91K 
18: R5          Condensed Consolidated Statements of Comprehensive  HTML     66K 
                Income                                                           
19: R6          Condensed Consolidated Statements of Cash Flows     HTML    124K 
20: R7          Summary of Significant Accounting Policies          HTML     41K 
21: R8          Earnings Per Share                                  HTML     95K 
22: R9          Credit Card and Loan Receivables                    HTML    418K 
23: R10         Inventories                                         HTML     24K 
24: R11         Other Investments                                   HTML    161K 
25: R12         Redemption Settlement Assets                        HTML    178K 
26: R13         Intangible Assets and Goodwill                      HTML    226K 
27: R14         Debt                                                HTML    179K 
28: R15         Derivative Instruments                              HTML     99K 
29: R16         Deferred Revenue                                    HTML     62K 
30: R17         Stockholders' Equity                                HTML     63K 
31: R18         Accumulated Other Comprehensive Income (Loss)       HTML    213K 
32: R19         Financial Instruments                               HTML    317K 
33: R20         Income Taxes                                        HTML     25K 
34: R21         Segment Information                                 HTML    399K 
35: R22         Summary of Significant Accounting Policies          HTML     37K 
                (Policies)                                                       
36: R23         Earnings Per Share (Tables)                         HTML     93K 
37: R24         Credit Card and Loan Receivables (Tables)           HTML    410K 
38: R25         Other Investments (Tables)                          HTML    162K 
39: R26         Redemption Settlement Assets (Tables)               HTML    178K 
40: R27         Intangible Assets and Goodwill (Tables)             HTML    228K 
41: R28         Debt (Tables)                                       HTML    162K 
42: R29         Derivative Instruments (Tables)                     HTML     88K 
43: R30         Deferred Revenue (Tables)                           HTML     62K 
44: R31         Stockholders' Equity (Tables)                       HTML     50K 
45: R32         Accumulated Other Comprehensive Income (Loss)       HTML    212K 
                (Tables)                                                         
46: R33         Financial Instruments (Tables)                      HTML    311K 
47: R34         Segment Information (Tables)                        HTML    396K 
48: R35         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     31K 
                Recently Adopted Accounting Standards (Details)                  
49: R36         Earnings Per Share (Details)                        HTML     57K 
50: R37         CREDIT CARD AND LOAN RECEIVABLES - Allowance for    HTML    111K 
                Loan Loss and Delinquencies (Details)                            
51: R38         CREDIT CARD AND LOAN RECEIVABLES - Troubled Debt    HTML     35K 
                Restructurings (Details)                                         
52: R39         CREDIT CARD AND LOAN RECEIVABLES Age of Credit      HTML     49K 
                Card and Loan Receivable Accounts (Details)                      
53: R40         CREDIT CARD AND LOAN RECEIVABLES Credit Quality     HTML     53K 
                (Details)                                                        
54: R41         CREDIT CARD AND LOAN RECEIVABLES Securitized        HTML     53K 
                Credit Card Receivables (Details)                                
55: R42         Inventories (Details)                               HTML     24K 
56: R43         Other Investments (Details)                         HTML     84K 
57: R44         Redemption Settlement Assets (Details)              HTML     84K 
58: R45         INTANGIBLE ASSETS AND GOODWILL Finite Lived Assets  HTML     90K 
                and Indefinite Lived Assets (Details)                            
59: R46         INTANGIBLE ASSETS AND GOODWILL Maturity Schedule    HTML     35K 
                (Details)                                                        
60: R47         INTANGIBLE ASSETS AND GOODWILL Goodwill             HTML     35K 
                Information (Details)                                            
61: R48         Debt (Details)                                      HTML    254K 
62: R49         DERIVATIVE INSTRUMENTS Designated and Not           HTML     48K 
                Designated Instruments (Details)                                 
63: R50         DERIVATIVE INSTRUMENTS Activity and Location of     HTML     60K 
                Outstanding Derivatives (Details)                                
64: R51         Deferred Revenue (Details)                          HTML     54K 
65: R52         STOCKHOLDERS' EQUITY Stock Repurchase Programs      HTML     38K 
                (Details)                                                        
66: R53         STOCKHOLDERS' EQUITY Stock Compensation Plans       HTML     30K 
                (Details)                                                        
67: R54         STOCKHOLDERS' EQUITY Restricted Stock Unit Awards   HTML     77K 
                and Stock Options (Details)                                      
68: R55         Accumulated Other Comprehensive Income (Details)    HTML     54K 
69: R56         FINANCIAL INSTRUMENTS Fair Value of Instruments     HTML     58K 
                (Details)                                                        
70: R57         FINANCIAL INSTRUMENTS Fair Value Level Disclosure   HTML     58K 
                (Details)                                                        
71: R58         FINANCIAL INSTRUMENTS Significant Unobservable      HTML     31K 
                Input Information (Details)                                      
72: R59         FINANCIAL INSTRUMENTS Assets and Liabilities Not    HTML     44K 
                Carried at Fair Value (Details)                                  
73: R60         Income Taxes (Details)                              HTML     25K 
74: R61         Segment Information (Details)                       HTML     72K 
75: R62         Subsequent Events (Details)                         HTML     35K 
77: XML         IDEA XML File -- Filing Summary                      XML    136K 
76: EXCEL       IDEA Workbook of Financial Reports                  XLSX     95K 
 8: EX-101.INS  XBRL Instance -- ads-20170930                        XML   5.71M 
10: EX-101.CAL  XBRL Calculations -- ads-20170930_cal                XML    275K 
11: EX-101.DEF  XBRL Definitions -- ads-20170930_def                 XML    537K 
12: EX-101.LAB  XBRL Labels -- ads-20170930_lab                      XML   1.78M 
13: EX-101.PRE  XBRL Presentations -- ads-20170930_pre               XML   1.03M 
 9: EX-101.SCH  XBRL Schema -- ads-20170930                          XSD    277K 
78: ZIP         XBRL Zipped Folder -- 0001101215-17-000217-xbrl      Zip    270K 


‘EX-10.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  ads_Ex10_4  

Exhibit 10.4

 

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED SERIES 2009-VFC1 SUPPLEMENT

 

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED SERIES 2009-VFC1 SUPPLEMENT, dated as of October 19, 2017 (this “Amendment”), is made among Comenity Bank (formerly known as World Financial Network Bank), a Delaware state chartered bank (the “Bank”), as Servicer (“Servicer”), WFN Credit Company, LLC, a Delaware limited liability company (“WFN Credit”), as Transferor (“Transferor”), and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas), not in its individual capacity but solely as Trustee  (“Trustee”) under the Amended and Restated Pooling and Servicing Agreement, dated as of January 30, 1998, as amended and restated as of September 28, 2001 (as further amended as of April 7, 2004, March 23, 2005, October 26, 2007, March 30, 2010, September 30, 2011 and September 1, 2017, and as modified by a Trust Combination Agreement dated as of April 26, 2005, and as further amended, restated or otherwise modified from time to time, the “Agreement”).  Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Agreement, as supplemented by that certain Third Amended and Restated Series 2009-VFC1 Supplement, dated as of April 28, 2017, among the Servicer, the Transferor and the Trustee (as amended, restated or otherwise modified from time to time, the “Series Supplement”).

 

Background

 

A.     The parties hereto have entered into the Agreement and the Series Supplement.

 

B.     The parties hereto wish to amend the Series Supplement as set forth in this Amendment.

 

Agreement

 

1.     Amendment of the Series Supplement.  Section 2 of the Series Supplement is hereby amended as follows:

 

(a)   the definition of “Class A Pro Rata Percentage” is modified by replacing “72.50%” where it appears therein with “70.50%”; and

 

(b)   the definition of “Class C Pro Rata Percentage” is modified by replacing “10.00%” where it appears therein with “12.00%”.

 

2.     Incremental Funding. For the avoidance of doubt, the increase in the Class C Pro Rata Percentage pursuant to Section 1(b) constitutes an Incremental Funding and, accordingly, the date hereof is a Reset Date under the Series Supplement.

 

3.     Binding Effect; Ratification.  (a)   This Amendment shall become effective, as of the date first set forth above, when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

Amendment to

Series 2009 VFC1 Series Supplement


 

(b)   On and after the execution and delivery hereof, this Amendment shall be a part of the Series Supplement and each reference in the Series Supplement to “this Series Supplement” or “hereof”, “hereunder” or words of like import, and each reference in any other Transaction Document to the Series Supplement shall mean and be a reference to such Series Supplement as amended hereby.

 

(c)   Except as expressly amended hereby, the Series Supplement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

 

4.     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.

 

(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.  Counterparts of this Amendment may be delivered by facsimile or electronic transmission.

 

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

 

[Signature Pages Follow]

 

 

2

Amendment to

Series 2009 VFC1 Series Supplement


 

 

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.

 

 

 

COMENITY BANK, as Servicer

 

 

 

By:  /s/ Randy J. Redcay

 

Name:   Randy J. Redcay

 

Title:     Chief Financial Officer

 

 

 

 

 

 

 

WFN CREDIT COMPANY, LLC, as Transferor

 

 

 

By:  /s/ Michael Blackham

 

Name:  Michael Blackham

 

Title:     Treasurer

 

 

 

 

 

 

 

U.S. BANK NATIONAL ASSOCIATION, not in

 

its individual capacity, but solely as Trustee

 

 

 

By:  /s/ Edwin J. Janis

 

Name:  Edwin J. Janis

 

Title:    Vice President

 

 

 

 

S-1


 

 

Acknowledged and consented to in their respective capacities as Class M Holder, as Class B Holder and as Class C Holder.

 

 

 

COMENITY BANK, as Class M Holder and as

 

Class B Holder

 

 

 

By:  /s/ Randy J. Redcay

 

Name:  Randy J. Redcay

 

Title:    Chief Financial Officer

 

 

 

 

 

 

 

WFN CREDIT COMPANY, LLC, as Class C

 

Holder

 

 

 

By:  /s/ Michael Blackham

 

Name:  Michael Blackham

 

Title:    Treasurer

 

 

S-2

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/8/17
10/19/178-K
For Period end:9/30/17
9/1/17
4/28/17
9/30/1110-Q
3/30/10
10/26/07
4/26/054
3/23/05
4/7/04
9/28/01
1/30/98
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
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Filing Submission 0001101215-17-000217   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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