Supplemental Agreement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC and U.S. Bank National Association

This SUPPLEMENTAL AGREEMENT TO SECOND 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 U.S. Bank National Association (“USB”), as Trustee of World Financial Network Credit Card Master Trust II, to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, among World Financial Network Nat ional Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), successor to Spirit of America, Inc., as Servicer, WFN Credit, successor to Charming Shoppes Receivables Corp., as Transferor and USB, as Trustee, as amended as of July 22, 1999, May 8, 2001, August 5, 2004, March 18, 2005, October 7, 2007, October 30, 2009, March 11, 2010 and June 9, 2010, 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 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.

 

(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]

 

 

	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
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Tamara Schultz-Fugh
		Name:  Tamara Schultz-Fugh
		Title:  Vice President