SEC Info - Alliance Data Systems Corp - ‘10-K’ for 12/31/10

Alliance Data Systems Corp – ‘10-K’ for 12/31/10 – ‘EX-10.134’

On: Monday, 2/28/11, at 8:49am ET · For: 12/31/10 · Accession #: 1140361-11-12449 · File #: 1-15749

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/11 Alliance Data Systems Corp 10-K 12/31/10 63:12M Broadridge Fin’l So… Inc

Document/Exhibit Description Pages Size 1: 10-K Alliance Data Systems Corporation 10-K 12-31-2010 HTML 2.09M 2: EX-10.10 Material Contract HTML 57K 5: EX-10.108 Material Contract HTML 38K 6: EX-10.110 Material Contract HTML 32K 7: EX-10.118 Material Contract HTML 70K 8: EX-10.120 Material Contract HTML 32K 9: EX-10.122 Material Contract HTML 32K 10: EX-10.127 Material Contract HTML 28K 11: EX-10.128 Material Contract HTML 30K 12: EX-10.134 Material Contract HTML 31K 13: EX-10.150 Material Contract HTML 26K 14: EX-10.156 Material Contract HTML 23K 15: EX-10.159 Material Contract HTML 22K 16: EX-10.161 Material Contract HTML 22K 3: EX-10.26 Material Contract HTML 21K 4: EX-10.59 Material Contract HTML 21K 18: EX-21 Subsidiaries List HTML 37K 19: EX-23.1 Consent of Experts or Counsel HTML 19K 17: EX-12.1 Statement re: Computation of Ratios HTML 37K 20: EX-31.1 Certification -- §302 - SOA'02 HTML 24K 21: EX-31.2 Certification -- §302 - SOA'02 HTML 24K 22: EX-32.1 Certification -- §906 - SOA'02 HTML 21K 23: EX-32.2 Certification -- §906 - SOA'02 HTML 21K 53: XML IDEA XML File -- Definitions and References XML 126K 59: XML IDEA XML File -- Filing Summary XML 80K 57: XML.R1 Document And Entity Information XML 198K 58: XML.R2 Consolidated Statements of Income XML 507K 40: XML.R3 Consolidated Balance Sheets XML 496K 45: XML.R4 Consolidated Balance Sheets Parenthetical XML 90K 51: XML.R5 Consolidated Statements of Stockholders' Equity XML 913K 50: XML.R6 Consolidated Statements of Stockholders' Equity XML 66K Parenthetical 62: XML.R7 Consolidated Statements of Cash Flows XML 776K 35: XML.R8 Description of Business and Basis of Presentation XML 47K 49: XML.R9 Change in Accounting Principle XML 46K 33: XML.R10 Summary of Significant Accounting Policies XML 127K 32: XML.R11 Acquisitions XML 73K 39: XML.R12 Discontinued Operations XML 75K 55: XML.R13 Credit Card Receivables XML 220K 41: XML.R14 Redemption Settlement Assets XML 138K 42: XML.R15 Property and Equipment XML 61K 47: XML.R16 Intangible Assets and Goodwill XML 163K 63: XML.R17 Accrued Expenses XML 52K 37: XML.R18 Debt XML 232K 30: XML.R19 Deferred Revenue XML 87K 44: XML.R20 Commitments and Contingencies XML 73K 54: XML.R21 Stockholders' Equity XML 159K 36: XML.R22 Employee Benefit Plans XML 54K 52: XML.R23 Comprehensive Income XML 75K 43: XML.R24 Income Taxes XML 186K 61: XML.R25 Financial Instruments XML 234K 56: XML.R26 Parent-Only Financial Statements XML 161K 46: XML.R27 Segment Information XML 205K 48: XML.R28 Non-Cash Financing and Investing Activities XML 46K 31: XML.R29 Quarterly Results of Operations (Unaudited) XML 143K 34: XML.R30 Consolidated Valuations and Qualifying Accounts XML 75K 60: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.75M 24: EX-101.INS XBRL Instance -- ads-20101231 XML 2.20M 26: EX-101.CAL XBRL Calculations -- ads-20101231_cal XML 202K 27: EX-101.DEF XBRL Definitions -- ads-20101231_def XML 76K 28: EX-101.LAB XBRL Labels -- ads-20101231_lab XML 713K 29: EX-101.PRE XBRL Presentations -- ads-20101231_pre XML 372K 25: EX-101.SCH XBRL Schema -- ads-20101231 XSD 91K 38: ZIP XBRL Zipped Folder -- 0001140361-11-012449-xbrl Zip 152K

Exhibit 10.134

SUPPLEMENTAL AGREEMENT TO

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

This SUPPLEMENTAL AGREEMENT TO 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 Union Bank, N.A. (“Union Bank”), formerly known as Union Bank of California, N.A., successor to JPMorgan Chase Bank, N.A., as Trustee of World Financial Network Credit Card Master Trust III, to the Amended and Restated Pooling and Servicing Agreement, dated as of January 30, 1998, among World Financial Network National Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), as Servicer, WFN Credit, as Transferor and Union Bank, as Trustee (as amended and restated as of September 28, 2001, and as amended as of April 7, 2004, March 23, 2005, October 26, 2007 and March 30, 2010, and modified by a Trust Combination Agreement, dated as of April 26, 2005, and as further amended from time to time, the “Pooling Agreement”). 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

(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. i) 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.

Supplemental Agreement to Pooling Agreement

(Trust III)

(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]

Supplemental Agreement to Pooling Agreement

(Trust III)

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


	UNION BANK, N.A., as Trustee


	By:	/s/ *Eva Aryeetey*
		Name: Eva Aryeetey
		Title: Vice President

Supplemental Agreement to Pooling Agreement

(Trust III)

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/28/11

For Period end:

12/31/10

11-K, 5, ARS

8/9/10

10-Q, 8-K

7/19/10

3/30/10

10/26/07

4/26/05

3/23/05

4/7/04

9/28/01

1/30/98

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 5/04/11 SEC UPLOAD¶ 9/21/17 1:54K Bread Financial Holdings, Inc.

Alliance Data Systems Corp – ‘10-K’ for 12/31/10 – ‘EX-10.134’

On: Monday, 2/28/11, at 8:49am ET · For: 12/31/10 · Accession #: 1140361-11-12449 · File #: 1-15749

Previous ‘10-K’: ‘10-K’ on 3/1/10 for 12/31/09 · Next: ‘10-K’ on 2/27/12 for 12/31/11 · Latest: ‘10-K’ on 2/20/24 for 12/31/23 · 5 References:

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

‘EX-10.134’ — Material Contract

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

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Alliance Data Systems Corp – ‘10-K’ for 12/31/10 – ‘EX-10.134’

On: Monday, 2/28/11, at 8:49am ET · For: 12/31/10 · Accession #: 1140361-11-12449 · File #: 1-15749

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

‘EX-10.134’ — Material Contract

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

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

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