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As Of Filer Filing For·On·As Docs:Size 2/26/19 Alliance Data Systems Corp 10-K 12/31/18 116:29M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.71M 2: EX-10.110 Material Contract HTML 59K 3: EX-10.111 Material Contract HTML 51K 4: EX-10.112 Material Contract HTML 84K 5: EX-10.115 Material Contract HTML 52K 6: EX-21 Subsidiaries List HTML 73K 7: EX-23.1 Consent of Experts or Counsel HTML 32K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 38K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 37K 11: EX-32.2 Certification -- §906 - SOA'02 HTML 37K 18: R1 Document and Entity Information HTML 58K 19: R2 Consolidated Balance Sheets HTML 141K 20: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K 21: R4 Consolidated Statements of Income HTML 101K 22: R5 Consolidated Statements of Comprehensive Income HTML 74K 23: R6 Consolidated Statements of Stockholders' Equity HTML 78K 24: R7 Consolidated Statements of Cash Flows HTML 147K 25: R8 Description of Business and Basis of Presentation HTML 62K 26: R9 Summary of Significant Accounting Policies HTML 248K 27: R10 Revenue HTML 288K 28: R11 Acquisitions HTML 55K 29: R12 Credit Card and Loan Receivables HTML 386K 30: R13 Inventories, Net HTML 34K 31: R14 Other Investments HTML 184K 32: R15 Redemption Settlement Assets HTML 182K 33: R16 Property and Equipment HTML 60K 34: R17 Intangible Assets and Goodwill HTML 222K 35: R18 Accrued Expenses HTML 49K 36: R19 Debt HTML 242K 37: R20 Derivative Instruments HTML 116K 38: R21 Commitments and Contingencies HTML 169K 39: R22 Stockholders' Equity HTML 216K 40: R23 Employee Benefit Plans HTML 51K 41: R24 Accumulated Other Comprehensive Loss HTML 95K 42: R25 Income Taxes HTML 225K 43: R26 Financial Instruments HTML 332K 44: R27 Parent-Only Financial Statements HTML 203K 45: R28 Segment Information HTML 447K 46: R29 Quarterly Results of Operations (Unaudited) HTML 144K 47: R30 Schedule Ii Consolidated Valuation and Qualifying HTML 77K Accounts 48: R31 Summary of Significant Accounting Policies HTML 305K (Policies) 49: R32 Description of Business and Basis of Presentation HTML 49K (Tables) 50: R33 Summary of Significant Accounting Policies HTML 194K (Tables) 51: R34 Revenue (Tables) HTML 267K 52: R35 Acquisitions (Tables) HTML 53K 53: R36 Credit Card and Loan Receivables (Tables) HTML 367K 54: R37 Other Investments (Tables) HTML 185K 55: R38 Redemption Settlement Assets (Tables) HTML 182K 56: R39 Property and Equipment (Tables) HTML 58K 57: R40 Intangible Assets and Goodwill (Tables) HTML 220K 58: R41 Accrued Expenses (Tables) HTML 47K 59: R42 Debt (Tables) HTML 210K 60: R43 Derivative Instruments (Tables) HTML 104K 61: R44 Commitments and Contingencies (Tables) HTML 162K 62: R45 Stockholders' Equity (Tables) HTML 196K 63: R46 Accumulated Other Comprehensive Loss (Tables) HTML 94K 64: R47 Income Taxes (Tables) HTML 222K 65: R48 Financial Instruments (Tables) HTML 321K 66: R49 Parent-Only Financial Statements (Tables) HTML 205K 67: R50 Segment Information (Tables) HTML 445K 68: R51 Quarterly Results of Operations (Unaudited) HTML 144K (Tables) 69: R52 Description of Business and Basis of Presentation HTML 46K (Details) 70: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 32K Allowance for Loan Loss (Details) 71: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES HTML 40K Property and Equipment (Details) 72: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES HTML 37K Goodwill and Other Intangible Assets (Details) 73: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue HTML 82K Recognition and Earnings Per Share (Details) 74: R57 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 75K Recently Issued Accounting Standards - Leases (Details) 75: R58 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 76K Recently Adopted Accounting Standards (Details) 76: R59 Revenue (Details) HTML 165K 77: R60 Revenue - Contract Assets and Liabilities HTML 88K (Details) 78: R61 REVENUE - Performance Obligation (Details) HTML 53K 79: R62 Acquisitions (Details) HTML 61K 80: R63 CREDIT CARD AND LOAN RECEIVABLES - Allowance for HTML 117K Loan Loss and Delinquencies (Details) 81: R64 CREDIT CARD AND LOAN RECEIVABLES - Troubled Debt HTML 44K Restructurings (Details) 82: R65 CREDIT CARD AND LOAN RECEIVABLES - Age of Credit HTML 58K Card and Loan Receivable Accounts (Details) 83: R66 CREDIT CARD AND LOAN RECEIVABLES - Credit Quality HTML 57K (Details) 84: R67 CREDIT CARD AND LOAN RECEIVABLES - Securitized HTML 70K Credit Card Receivables (Details) 85: R68 Inventories, Net (Details) HTML 33K 86: R69 Other Investments (Details) HTML 124K 87: R70 Redemption Settlement Assets (Details) HTML 93K 88: R71 Property and Equipment (Details) HTML 60K 89: R72 INTANGIBLE ASSETS AND GOODWILL - Finite Lived HTML 102K Assets and Indefinite Lived Assets (Details) 90: R73 INTANGIBLE ASSETS AND GOODWILL - Maturity Schedule HTML 63K (Details) 91: R74 INTANGIBLE ASSETS AND GOODWILL - Goodwill HTML 48K Information (Details) 92: R75 Accrued Expenses (Details) HTML 41K 93: R76 Debt (Details) HTML 406K 94: R77 DERIVATIVE INSTRUMENTS - Designated and Not HTML 56K Designated Instruments (Details) 95: R78 DERIVATIVE INSTRUMENTS - Activity and Location of HTML 76K Outstanding Derivatives (Details) 96: R79 COMMITMENTS AND CONTINGENCIES - Cardholders HTML 75K (Details) 97: R80 COMMITMENTS AND CONTINGENCIES - Litigation and HTML 78K Regulatory Matters (Details) 98: R81 STOCKHOLDERS' EQUITY - Stock Repurchase Programs HTML 69K (Details) 99: R82 STOCKHOLDERS' EQUITY - Stock Compensation Plans HTML 49K (Details) 100: R83 STOCKHOLDERS' EQUITY - Restricted Stock Unit HTML 171K Awards and Stock Options (Details) 101: R84 Employee Benefit Plans (Details) HTML 103K 102: R85 Accumulated Other Comprehensive Loss (Details) HTML 61K 103: R86 INCOME TAXES - Components of Income Tax and HTML 158K Reconciliation and Deferred Taxes (Details) 104: R87 INCOME TAXES - Operating Loss Carryforward HTML 90K (Details) 105: R88 FINANCIAL INSTRUMENTS - Fair Value of Instruments HTML 67K (Details) 106: R89 FINANCIAL INSTRUMENTS - Fair Value Level HTML 67K Disclosure (Details) 107: R90 FINANCIAL INSTRUMENTS - Significant Unobservable HTML 40K Input Information (Details) 108: R91 FINANCIAL INSTRUMENTS - Assets and Liabilities Not HTML 53K Carried at Fair Value (Details) 109: R92 Parent-Only Financial Statements (Details) HTML 188K 110: R93 SEGMENT INFORMATION - Financial Information HTML 124K (Details) 111: R94 SEGMENT INFORMATION - Geographic Information HTML 71K (Details) 112: R95 Quarterly Results of Operations (Unaudited) HTML 73K (Details) 113: R96 Schedule Ii Consolidated Valuation and Qualifying HTML 42K Accounts (Details) 115: XML IDEA XML File -- Filing Summary XML 208K 114: EXCEL IDEA Workbook of Financial Reports XLSX 169K 12: EX-101.INS XBRL Instance -- ads-20181231 XML 9.10M 14: EX-101.CAL XBRL Calculations -- ads-20181231_cal XML 453K 15: EX-101.DEF XBRL Definitions -- ads-20181231_def XML 1.13M 16: EX-101.LAB XBRL Labels -- ads-20181231_lab XML 2.95M 17: EX-101.PRE XBRL Presentations -- ads-20181231_pre XML 1.90M 13: EX-101.SCH XBRL Schema -- ads-20181231 XSD 419K 116: ZIP XBRL Zipped Folder -- 0001101215-19-000048-xbrl Zip 459K
ads_Ex10_111 |
Exhibit 10.111
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED SERIES 2009-VFN
INDENTURE SUPPLEMENT
This FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED SERIES 2009-VFN INDENTURE SUPPLEMENT, dated as of August 31, 2018 (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”), 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 Series of Notes.
B. The parties hereto wish to amend such Indenture Supplement, as set out in this Amendment.
Agreement
1. Amendment to the Indenture Supplement. Section 7.1(h) of the Indenture Supplement is hereby amended by replacing clause (ii) thereof with the following:
“(ii) the percentage equivalent of a fraction (A) the numerator of which is the total Principal Receivables relating to any one Merchant (other than Merchants related to Credit Card Processing Agreements with Sterling Jewelers, Inc. (which includes, for the avoidance of doubt, Kay, Jared and Sterling), L Brands, Inc. Retail Group, Ascena Retail Group, Inc., Stage Brands Group or any Merchant affiliated with any of the foregoing) as of the end of any related Monthly Period and (B) the denominator of which is the aggregate total Principal Receivables as of the end of such related Monthly Period exceeds 14.5%.”
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.
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Fourth Amendment |
(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. 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 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.
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.
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2
Fourth 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/ Mirtza J. Escobar |
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Name: Mirtza J. Escobar |
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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 |
Fourth Amendment |
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 2/26/19 | |||
For Period end: | 12/31/18 | 11-K, 5, SD | ||
8/31/18 | ||||
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 |