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Alliance Data Systems Corp – ‘10-K’ for 12/31/10 – ‘EX-10.122’

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:   

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  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

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

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

‘EX-10.122’   —   Material Contract

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

 C:   C:   C: 
Exhibit 10.122
 
SUPPLEMENTAL AGREEMENT TO
TRANSFER AND SERVICING AGREEMENT


This SUPPLEMENTAL AGREEMENT TO TRANSFER 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 World Financial Network Credit Card Master Note Trust II (the “Issuer”), to the Transfer and Servicing Agreement, dated as of March 26, 2010, among WFN Credit, as Transferor, World Financial Network National Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), as Servicer, and the Issuer (as amended by the First Amendment to Transfer and Servicing Agreement, dated as of June 9, 2010, and as further amended from time to time, the “Transfer and Servicing Agreement”).  Capitalized terms used and not otherwise defined in this Agreement are used as defined in the Transfer and Servicing 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 shall 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 Transfer and Servicing 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 Transfer and Servicing 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 5.2(a) of the Transfer and Servicing 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 Transfer and Servicing Agreement and each reference in the Transfer and Servicing Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Transfer and Servicing Agreement shall mean and be a reference to the Transfer and Servicing Agreement as supplemented hereby.
 
Supplemental Agreement to Transfer and
 Servicing Agreement (Trust II)
 
 
 
 

(b)           Except as expressly amended hereby, the Transfer and Servicing 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.  Rights of Owner Trustee.  Each of the parties hereto acknowledges and agrees that this Agreement is being created and delivered by BNY Mellon Trust of Delaware not individually but solely and exclusively in its capacity as Owner Trustee on behalf of the Issuer for the purpose and with the intention of binding the Issuer.  No obligations or liabilities hereunder shall run against BNY Mellon Trust of Delaware in its individual capacity or against its properties or assets.


 [Signature Page Follows]

Supplemental Agreement to Transfer and
 Servicing Agreement (Trust II)
 
 
2
 
 
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
     
     
  WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
     
 
By: 
BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee on behalf of Issuer
     
     
 
By: 
 /s/ Kristine K. Gullo
   
Name:  Kristine K. Gullo
   
Title:  Vice President
 
 
Supplemental Agreement to Transfer and
 Servicing Agreement (Trust II)
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/11
For Period end:12/31/1011-K,  5,  ARS
8/9/1010-Q,  8-K
7/19/10
6/9/108-K,  SC 13G/A
3/26/10
 List all Filings 

5 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
 5/04/11  SEC                               UPLOAD9/21/17    1:54K  Bread Financial Holdings, Inc.
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