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World Financial Network Credit Card Master Note Trust, et al. – ‘8-K’ for 6/28/10 – EX-4.1

On:  Wednesday, 6/30/10, at 2:20pm ET   ·   For:  6/28/10   ·   Accession #:  1193125-10-151149   ·   File #s:  333-60418, 333-113669

Previous ‘8-K’:  ‘8-K’ on 8/17/09 for 8/13/09   ·   Next:  ‘8-K/A’ on 7/6/10 for 6/28/10   ·   Latest:  ‘8-K’ on 4/4/24 for 4/1/24   ·   8 References:   

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

 6/30/10  World Fin’l Network Credit Ca… Tr 8-K:1,9     6/28/10    5:76K                                    RR Donnelley/FA
          WFN Credit Co LLC

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     21K 
 2: EX-4.1      Supplemental Indenture No. 4 to Master Indenture    HTML     18K 
 3: EX-4.2      Seventh Amendment to Second Amended and Restated    HTML     19K 
                          Pooling and Servicing Agreement                        
 4: EX-4.3      First Amendment to Receivables Purchase Agreement   HTML     15K 
 5: EX-4.4      Seventh Amendment to Transfer and Servicing         HTML     17K 
                          Agreement                                              


EX-4.1   —   Supplemental Indenture No. 4 to Master Indenture


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



  Supplemental Indenture No. 4 to Master Indenture  

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE

This SUPPLEMENTAL INDENTURE NO. 4 TO MASTER INDENTURE, dated as of June 28, 2010 (this “Supplemental Indenture”) is made between the World Financial Network Credit Card Master Note Trust, as Issuer (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor in interest to BNY Midwest Trust Company), as Indenture Trustee (the “Indenture Trustee”), to the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, as further amended by the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, as further amended by the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, as further amended by the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, as amended and supplemented, the “Master Indenture”). Capitalized terms used and not otherwise defined in this Supplemental Indenture are used as defined in the Master Indenture.

WHEREAS, the Issuer and the Indenture Trustee desire to amend the Master Indenture in certain respects as set forth below;

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. Amendment to the Master Indenture. The definition of “Account” where it appears in Annex A to the Master Indenture is deleted in its entirety and replaced with the following:

Account” means (i) each open end credit card account designated as an “Account” pursuant to (and as defined in) the Pooling and Servicing Agreement and (ii) each Automatic Additional Account, each Supplemental Account and each other revolving credit card account which is identified by account number or identification number in each computer file or microfiche list delivered to the Indenture Trustee by the Servicer pursuant to Section 2.1 or 2.6 of the Transfer and Servicing Agreement. The term “Account” excludes any Account all the Receivables in which are either reassigned or assigned to Transferor or its designee or Servicer in accordance with the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, and any inactive Accounts which in accordance with the Credit Card Guidelines have been removed from the computer records of the Credit Card Originator. The term “Account” includes each account into which an Account is transferred (a “Transferred Account”) so long as (a) such transfer is made in accordance with the Credit Card Guidelines and (b) such Transferred Account can be traced or identified, by reference to or by way of the Account Schedule delivered to the Owner Trustee pursuant to Section 2.1 or 2.6(d) of the Transfer and Servicing Agreement, as an account into which an Account has been transferred. The term “Account” includes an Automatic Additional Account or a Supplemental Account only from and after its Addition Date and includes any Removed Account only prior to its Removal Date.

 

     

Supplemental Indenture No. 4

to Master Indenture


SECTION 2. Conditions to Effectiveness. This Supplemental Indenture shall become effective, as of the date hereof (the “Effective Date”), upon (i) receipt by each of the parties hereto of counterparts duly executed and delivered by each of the parties hereto and (ii) satisfaction of each of the conditions precedent described in Section 10.1(a) of the Master Indenture, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

SECTION 3. Effect of Amendment; Ratification. (a) On and after the Effective Date, this Supplemental Indenture shall be a part of the Master Indenture and each reference in the Master Indenture to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Transaction Document to the Master Indenture shall mean and be a reference to the Master Indenture as amended hereby.

(b) Except as expressly amended hereby, the Master Indenture shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE 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. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE 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.

SECTION 5. Section Headings. Headings used herein are for convenience of reference only and shall not affect the meaning of this Supplemental Indenture.

SECTION 6. Counterparts. This Supplemental Indenture 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 Supplemental Indenture may be delivered by facsimile or electronic transmission.

SECTION 7. Trustee Disclaimer. The Indenture Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

[Signature Page Follows]

 

   2   

Supplemental Indenture No. 4

to Master Indenture


IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Indenture Trustee

By:

 

/s/ David H. Hill

  Name: David H. Hill
  Title: Senior Associate

 

WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, as Issuer
By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee on behalf of Issuer

By:

 

/s/ Annette E. Morgan

  Name: Annette E. Morgan
  Title: Assistant Vice President

 

   S-1   

Supplemental Indenture No. 4

to Master Indenture


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:6/30/1010-D
For Period End:6/28/108-K/A
5/27/088-K
6/13/078-K
8/13/03
3/31/0310-K
8/1/01
 List all Filings 


8 Subsequent Filings that Reference this Filing

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

 3/27/24  WFN Credit Co. LLC                10-K       12/31/23   10:468K                                   Bread Fin’l Holdings Inc
 2/20/24  Bread Financial Holdings, Inc.    10-K       12/31/23  128:15M
 3/21/23  WFN Credit Co. LLC                10-K       12/31/22   10:309K                                   Bread Fin’l Holdings Inc
 2/28/23  Bread Financial Holdings, Inc.    10-K       12/31/22  135:20M
 4/12/22  WFN Credit Co. LLC                SF-3                   9:3.1M                                   Donnelley … Solutions/FA
 3/30/22  WFN Credit Co. LLC                10-K       12/31/21   12:310K                                   Bread Fin’l Holdings Inc
 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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