This OMNIBUS AMENDMENT, dated as of June 11, 2020 (this “Amendment”), is made between World Financial Network Credit Card Master Note Trust, as Issuer (the “Issuer”), and MUFG Union Bank, N.A. (“MUFG”), formerly known as Union Bank, N.A., as successor in interest to The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as Indenture Trustee (in such capacity, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001 (as further amended from time to time prior to the date hereof, the “Master Indenture”), between the Issuer and the Indenture Trustee, to the Indenture Supplements for the Series 2015-B Notes, the Series 2016-A Notes, the Series 2017-C Notes, the Series 2018-A Notes, the Series 2018-B Notes, the Series 2018-C Notes, the Series 2019-A Notes, the Series 2019-B Notes and the Series 2019-C Notes (collectively, the “Indenture Supplements”), each between the Issuer and the Indenture Trustee, and acknowledged and accepted by Comenity Bank, formerly known as World Financial Network Bank, as Servicer, and WFN Credit Company, LLC, as Transferor. Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Master Indenture.
A. The parties hereto have previously entered into the Indenture Supplements to create and designate new Series of Notes.
B. The parties hereto wish to amend such Indenture Supplements, all as set out in this Amendment.
1. Amendments to the Indenture Supplements.
(a) Section 2.1(a) of each Indenture Supplement is hereby amended by inserting the following definition therein in appropriate alphabetical order:
“Investor Interchange Allocation Percentage” means, with respect to any Monthly Period, the Allocation Percentage for such Monthly Period with respect to Finance Charge Receivables (or, if a Reset Date occurs during such Monthly Period, the average such Allocation Percentage for such Monthly Period determined as the quotient of the summation of the Allocation Percentages with respect to Finance Charge Receivables for all days during such Monthly Period, divided by the number of days in such Monthly Period).
“Investor Interchange Amount” means, with respect to any Monthly Period, an amount equal to the product of (a) the amount of Interchange attributed to the Accounts for such Monthly Period pursuant to Section 5.1(l) of the Receivables Purchase Agreement and (b) the Investor Interchange Allocation Percentage for such Monthly Period.
(b) Section 4.1 of each Indenture Supplement is hereby amended as follows:
(i) clause (b)(i) thereof is hereby amended by inserting the phrase “or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in the last proviso thereof;
(ii) clause (b)(ii)(x)(1) thereof is hereby amended by inserting the phrase “and the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in subclause (III) thereof;
(iii) clause (b)(ii)(y) thereof is hereby amended by inserting the phrase “and the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in subclause (IV) thereof;
(iv) clause (b)(ii)(z) thereof is hereby amended by inserting the phrase “and the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance” following the phrase “Specified Transferor Amount” where it appears in subclause (IV) thereof; and
(v) the following new subsection (e) is hereby inserted following subsection (d) thereof:
(e) Allocations of Interchange. Notwithstanding anything to the contrary in Section 4.1(b) of this Supplement or in the Indenture, Interchange for each Monthly Period equal to the Investor Interchange Amount shall be allocated to the Noteholders of the Series issued pursuant to this Indenture Supplement, and shall be deposited into the Finance Charge Account not later 12:00 noon, New York City time, on the Transfer Date following the related Monthly Period.
2. Binding Effect; Ratification. (a) This Amendment shall become effective, as of the date first set forth above, when (i) counterparts hereof shall have been executed and delivered by the parties hereto and (ii) each of the conditions precedent described in Section 10.1(b) of the Master Indenture has been satisfied, and thereafter shall be binding on the parties hereto and their respective successors and assigns.
(b) On and after the execution and delivery hereof, this Amendment shall be a part of each Indenture Supplement and each reference in any Indenture Supplement to “this Indenture Supplement” or “hereof”, “hereunder” or words of like import, and each reference in any other Transaction Document to any such Indenture Supplement shall mean and be a reference to such Indenture Supplement as amended hereby.
(c) Except as expressly amended hereby, each Indenture Supplement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
3. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS AMENDMENT 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.
(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.
(c) This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery by facsimile or electronic transmission of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof. Each party agrees that this Amendment may be electronically signed, and that any electronic signatures appearing on this Amendment are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
(d) The Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein.
4. Limitation on Liability. It is expressly understood and agreed by the parties that (a) this document is executed and delivered by U.S. Bank Trust National Association, not individually or personally, but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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
By: /s/ Mirtza J. Escobar
Name: Mirtza J. Escobar
Title: Vice President
MUFG UNION BANK, N.A., as Indenture Trustee
By: /s/ D. Amedeo Morreale
Name: D. Amedeo Morreale
Title: Vice President
Acknowledged and Accepted:
By: /s/ Gregory Opincar
Name: Gregory Opincar
Title: Chief Financial Officer
WFN CREDIT COMPANY, LLC
By: /s/ Michael Blackham
Name: Michael Blackham