ex10_128.htm









Exhibit 10.128



 


SUPPLEMENTAL AGREEMENT TO


RECEIVABLES PURCHASE AGREEMENT












This SUPPLEMENTAL AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of August 9, 2010 (this “Agreement”), is made between World Financial Network National Bank, a national banking association located in Wilmington, Delaware (the “Resultant Bank”) and WFN Credit Company, LLC (“WFN Credit”) to the Receivables Purchase Agreement, dated as of September 28, 2001, between World Financial Network National Bank, a national banking association located in Columbus, Ohio (“Ohio Bank”), as RPA Seller, and WFN Credit, as Transferor (as amended as of June 24, 2008 and March 30, 2010, and as may be further amended from time to time, the “Receivables Purchase Agreement”).  Capitalized terms used and not otherwise defined in this Agreement are used as defined in the Receivables Purchase 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 RPA Seller under the Receivables Purchase Agreement as of the effective time of the Merger (“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 RPA Seller under the Receivables Purchase 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 9.5(a) of the Receivables Purchase 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 Receivables Purchase Agreement and each reference in the Receivables Purchase Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as supplemented hereby.


 


 



Supplemental Agreement to Receivables Purchase


Agreement (Trust III)


 






  





  











  






 


(b)           Except as expressly amended hereby, the Receivables Purchase 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.







 [Signature Page Follows]


 


 



Supplemental Agreement to Receivables Purchase


Agreement (Trust III)


 






  





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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







 






	Acknowledged and accepted by:	  
	  
	UNION BANK, N.A., as Trustee	  
	  	 	  
	  	 	  
	By: 	/s/ Eva Aryeetey	  
	Name:  	Eva Aryeetey	  
	Title:  	Vice President	  







 


 


Supplemental Agreement to Receivables Purchase




Agreement (Trust III)