Supplemental Agreement to Transfer and Servicing Agreement, dated as of August 9, 2010, by and among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Master Note Trust II

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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 (&# 8220;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.

 

(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]

 

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