EXHIBIT 4.7
WFN CREDIT COMPANY, LLC,
Transferor,
WORLD FINANCIAL NETWORK NATIONAL BANK,
Servicer,
and
BNY MIDWEST TRUST COMPANY,
Trustee
on behalf of the Collateral Certificateholder
--------------------------
COLLATERAL SERIES SUPPLEMENT
Dated as of [______], 2001
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of [________], 2001
WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST
TABLE OF CONTENTS
Page
SECTION 1. Designation..................................................1
SECTION 2. Definitions..................................................2
SECTION 3. Reassignment and Transfer Terms..............................4
SECTION 4. Delivery and Payment for the Collateral Certificates.........4
SECTION 5. Form of Delivery of Collateral Certificates..................5
SECTION 6. Article IV of Agreement......................................5
SECTION 7. Early Amortization Events and Events of Default..............6
SECTION 8. Modification to and Ratification of Agreement................6
SECTION 9. Counterparts.................................................7
SECTION 10. Successors and Assigns.......................................7
SECTION 11. Governing Law................................................7
SECTION 12. No Petition..................................................7
SECTION 13. Amendments...................................................7
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COLLATERAL SERIES SUPPLEMENT dated as of [________], 2001 (this "SERIES
SUPPLEMENT"), among WFN Credit Company, LLC, a Delaware limited liability
company, as Transferor, World Financial Network National Bank, a national
banking association, as Servicer, and BNY Midwest Trust Company (successor to
the corporate trust administration of Xxxxxx Trust and Savings Bank, successor
to The Bank of New York), as Trustee under the Second Amended and Restated
Pooling and Servicing Agreement dated as of [_________], 2001, among Transferor,
the Servicer and the Trustee (the "AGREEMENT").
Section 6.3 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
Supplement to the Agreement for the purpose of authorizing the delivery by
Trustee to Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Investor Certificates.
Pursuant to this Series Supplement, Transferor and Trustee shall create
a new Series of Investor Certificates and shall specify the Principal Terms
thereof and add and amend certain provisions of the Agreement.
SECTION 1. DESIGNATION. There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "COLLATERAL CERTIFICATES." The Collateral
Certificates will be transferred by the Transferor to World Financial Network
Credit Card Master Note Trust (the "NOTE TRUST") pursuant to a Transfer and
Servicing Agreement dated as of [_______], 2001 among the Transferor, the
Servicer and the Note Trust. The Note Trust will pledge the Collateral
Certificates as collateral for one or more series of notes (each, a "NOTE
SERIES") to be issued by the Note Trust pursuant to a Master Indenture dated as
of [________], 2001 between the Note Trust and BNY Midwest Trust Company, as
indenture trustee, and one or more supplements to the Master Indenture (each, an
"INDENTURE SUPPLEMENT" and, together with the Master Indenture referred to
above, the "INDENTURE"). The portions of the Collateral Certificates primarily
securing each Note Series shall be treated as separate Series (each, a
"COLLATERAL SERIES") under the Agreement and this Series Supplement. Certain
terms pertaining to each Collateral Series will be defined in the applicable
Indenture Supplements (but are hereby incorporated by reference into this Series
Supplement), including whether or not such Collateral Series is a Principal
Sharing Series and the Specified Transferor Amount for such Collateral Series.
Unless and until the Trust has been terminated as permitted by Section 3(b) of
this Series Supplement: (a) each Indenture Supplement executed and delivered by
the Note Trust shall be deemed to supplement this Series Supplement; (b) a new
Collateral Series shall be deemed to be issued upon the issuance of each Note
Series and shall have the same designation (E.G., Series 2001-A) and belong to
the same Group as the related Note Series; (c) the amounts payable as interest
and principal on such Collateral Series shall equal the aggregate of the amounts
payable on the related Note Series and shall be payable at the times and in the
amounts specified in the Indenture Supplement for such Note Series, (d) all
amounts available and applied as credit enhancement with respect to such Note
Series shall be deemed to be available and applied as credit enhancement with
respect to such Collateral Series; (e) all amounts payable to the Transferor
pursuant to the related Indenture Supplement shall be deemed to be payable to
the Transferor pursuant to this Series Supplement; (f) any "Additional Minimum
Transferor Amount" specified in an Indenture Supplement as an additional amount
to be considered part of the "Minimum Transferor Amount" pursuant to clause (b)
of the definition thereof in Annex A to the Master Indenture shall be deemed to
be an additional amount to be considered part of the Minimum Transferor Amount
pursuant to clause (b) of the definition of Minimum Transferor Amount and (g)
the conditions defined in Section 6.3 of the Agreement for issuance of new
Series must be satisfied in connection with each issuance of a Note Series.
SECTION 2. DEFINITIONS. If any term or provision contained
herein shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Article, Section
or subsections of the Agreement, as amended or supplemented by this Series
Supplement, except as otherwise provided herein. All capitalized terms not
otherwise defined herein are used herein as defined in the Agreement. Each
capitalized term defined herein shall relate only to the Collateral Certificates
and no other Series of Certificates issued by the Trust.
"AMORTIZATION PERIOD" means, for any Collateral Series, any period
specified in the related Indenture Supplement during which a share of principal
collections is set aside to repay the principal investment in the related Note
Series.
"BASE RATE" is defined for each Collateral Series in the related
Indenture Supplement.
"CLOSING DATE" means, for any Collateral Series, the "Closing Date" for
the related Note Series, as defined in the related Indenture Supplement.
"COLLATERAL CERTIFICATES" is defined in Section 1 of this Series
Supplement.
"COLLATERAL SERIES" is defined in Section 1 of this Series Supplement.
"DISTRIBUTION DATE" is defined for each Collateral Series in the
related Indenture Supplement.
"EXCESS FINANCE CHARGE COLLECTIONS" means for any Collateral Series,
all amounts identified as such in the related Indenture Supplement.
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"FINANCE CHARGE SHORTFALL" means, for any Collateral Series, the
Finance Charge Shortfall for the related Note Series, as defined in the related
Indenture Supplement.
"INDENTURE" is defined in Section 1 of this Series Supplement.
"INDENTURE SUPPLEMENT" is defined in Section 1 of this Series
Supplement.
"INVESTED AMOUNT" means, for any Collateral Series, the "Collateral
Amount" of the related Note Series, as defined in the related Indenture
Supplement.
"INVESTOR CERTIFICATE" means a Collateral Certificate.
"INVESTOR HOLDER" means the holder of record of any Investor
Certificate.
"INVESTOR PERCENTAGE" means, for any Collateral Series, the "Allocation
Percentage" for the related Note Series, as defined in the related Indenture
Supplement.
"INVESTOR SERVICING FEE" means for any Collateral Series, the
"Noteholder Servicing Fee" for the related Note Series as defined in the related
Indenture Supplement.
"NOTE SERIES" is defined in Section 1 of this Series Supplement.
"NOTE TRUST" is defined in Section 1 of this Series Supplement.
"PORTFOLIO YIELD" is defined for each Collateral Series in the related
Indenture Supplement.
"PRINCIPAL SHORTFALL" means, for any Collateral Series, the "Principal
Shortfall" for the related Note Series, as defined in the related Indenture
Supplement.
"RATING AGENCY" means, for any Collateral Series, the rating agencies
for the related Note Series, as defined in the related Indenture Supplement.
"RECORD DATE" is defined for each Collateral Series in the related
Indenture Supplement.
"REQUIRED RETAINED TRANSFEROR PERCENTAGE" is defined for each
Collateral Series in the related Indenture Supplement.
"SERIES ACCOUNTS" means, for any Collateral Series, any "Series
Accounts" established for the benefit of the related Note Series, as defined in
the related Indenture Supplement.
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"SERIES SERVICING FEE PERCENTAGE" is defined for each Collateral Series
in the related Indenture Supplement.
"SERIES TERMINATION DATE" means, for any Collateral Series, the final
maturity date for the related Note Series defined in the related Indenture
Supplement.
"SHARED PRINCIPAL COLLECTIONS" means, for any Collateral Series, all
amounts identified as such in the related Indenture Supplement.
SECTION 3. REASSIGNMENT AND TRANSFER TERMS.
(a) If the Servicer purchases, redeems or prepays any Note
Series pursuant to an optional redemption provision under the related Indenture
Supplement, then the related Collateral Series shall be deemed to have been
retired. Upon the termination of any Note Series pursuant to the Indenture, the
related Collateral Series shall also terminate.
(b) Once each Series of Certificates issued under the
Agreement has been retired, other than the Collateral Series and any other
Series the requisite holders of which have consented to the following
transactions, the holder of the Transferor Interest shall have the option to
transfer the Transferor Interest to the Note Trust, upon which transfer the
Trust shall terminate, and all of the Trust Assets shall be distributed to the
Note Trust, as holder of all of the beneficial interests in the Trust; PROVIDED
that such termination shall not take effect until Transferor has delivered to
the Indenture Trustee a Tax Opinion (as defined in Annex A to the Master
Indenture) with respect to the termination and favorable legal opinions as to
(i) the enforceability of any documents executed by Transferor in connection
with the termination and (ii) the validity and priority of the security interest
in the Receivables and the proceeds thereof granted by Transferor to Issuer
pursuant to the Transfer and Servicing Agreement, on terms substantially similar
to the most recent legal opinion delivered by Transferor's counsel as to the
validity and priority of the security interest granted by Transferor to the
Trust in connection with the then most recently issued Note Series.
SECTION 4. DELIVERY AND PAYMENT FOR THE COLLATERAL
CERTIFICATES. Transferor shall execute and deliver the Collateral Certificates
to Trustee for authentication in accordance with Section 6.1 of the Agreement.
The Trustee shall deliver the Collateral Certificates when authenticated in
accordance with Section 6.2 of the Agreement. For convenience, the Collateral
Certificate shall be registered in the name of Indenture Trustee,
notwithstanding that the Collateral Certificate shall have been initially issued
to Transferor, transferred by Transferor to Issuer pursuant to the Transfer and
Servicing Agreement and pledged by Issuer to Indenture Trustee pursuant to the
Master Indenture.
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SECTION 5. FORM OF DELIVERY OF COLLATERAL CERTIFICATES.
(a) The Collateral Certificates shall be delivered as
Definitive Certificates, substantially in the form of EXHIBIT A hereto.
(b) Each Collateral Certificate shall constitute a "security"
within the meaning of (i) Article 8 of the Uniform Commercial Code (including
Section 8-102(a)(15) thereof) as in effect from time to time in the State of
Delaware and (ii) the Uniform Commercial Code of any other applicable
jurisdiction that presently or hereafter substantially includes the 1994
revisions to Article 8 thereof as adopted by the American Law Institute and the
National Conference of Commissioners on Uniform State Laws and approved by the
American Bar Association on February 14, 1995.
(c) For purposes of voting with respect to any consent or
other matter under the Agreement or this Series Supplement, each class of notes
included in any Note Series shall be deemed to be a Class of Certificates in the
related Collateral Series, and the provisions for voting by beneficial owners of
such notes specified in the Indenture shall apply MUTATIS MUTANDIS to voting
under the Agreement and this Series Supplement.
(d) The Collateral Certificates may not be sold, participated,
transferred, assigned or otherwise pledged or conveyed in whole or in part
except upon the prior delivery to the Trustee and the Owner Trustee of a Tax
Opinion (as defined in each of the Agreement and the Indenture, respectively)
with respect thereto.
SECTION 6. ARTICLE IV OF AGREEMENT. Sections 4.1, 4.2, 4.3,
4.4 and 4.5 of the Agreement shall read in their entirety as provided in the
Agreement. The remainder of Article IV of the Agreement shall read in its
entirety as follows and shall be applicable only to the Collateral Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.1A RIGHTS OF INVESTOR CERTIFICATEHOLDERS. The Collateral
Certificates shall represent undivided interests in the Trust, consisting of the
right to receive (a) the related Allocation Percentage (as defined in the
related Indenture Supplement) of Collections, (b) funds on deposit in the
Collection Account and the Excess Funding Account allocable to the Collateral
Certificates and funds on deposit in the Series Accounts, (c) Shared Principal
Collections allocated to the Collateral Certificates in accordance with
SUBSECTION 4.4, (d) Excess Finance Charge Collections allocated to the
Collateral Certificates in accordance with SECTION 4.5 and (e) any related
Enhancement for the Collateral Certificates and related Note Series. Unless
otherwise specified in the related
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Indenture Supplement, each Collateral Series shall consist of a single Class and
shall not be senior or subordinated to any other Series. The Transferor Interest
shall not represent any interest in the Collection Account or any Series
Accounts, except as specifically provided in this Article IV and the related
Indenture Supplement.
Section 4.6 ALLOCATIONS. The Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate from the Collection Account to the Collateral Series related to each
Note Series the amounts specified in the related Indenture Supplement, which
shall be deposited or otherwise applied as provided in such Indenture
Supplement.
SECTION 7. EARLY AMORTIZATION EVENTS AND EVENTS OF DEFAULT. In
addition to the Early Amortization Events specified in Section 9.1 of the
Agreement, the Early Amortization Events applicable to each Collateral Series
shall be the Early Amortization Events specified in the related Indenture
Supplement, as well as the Trust Early Amortization Events specified in the
Indenture. In addition, each Note Series will have the benefit of applicable
"Events of Default," as defined in the Indenture. Upon the occurrence of an
applicable Event of Default, the Indenture Trustee shall have the right to
foreclose upon a portion of the Receivables, as defined (and subject to the
limitations stated) in the Indenture notwithstanding the continuing existence of
the Trust, and the Trustee shall cooperate with the Indenture Trustee in the
exercise of such right
SECTION 8. MODIFICATION TO AND RATIFICATION OF AGREEMENT. For
purposes of this Supplement and each Collateral Series:
(a) Notwithstanding anything to the contrary in Section 3.2 of the
Agreement, the Servicing Fee payable with respect to each Note Series and the
related Collateral Series shall be solely as set forth in the related Indenture
Supplement; and
(b) Sections 3.7 and 12.2(c) shall not be applicable to any Collateral
Series.
In addition, to the extent that the terms of this Series Supplement
(directly or as supplemented by any Indenture Supplement) are deemed to be
inconsistent with the terms of the Agreement, this Series Supplement shall be
deemed to modify or amend the terms of the Agreement solely as applied to each
Collateral Series affected by any such inconsistency, as permitted by Section
6.3(b) of the Agreement. Otherwise, as supplemented by this Series Supplement
(and the various Indenture Supplements executed form time to time), the
Agreement is in all respects ratified and confirmed and the Agreement as so
amended and supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
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SECTION 9. COUNTERPARTS. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
SECTION 10. SUCCESSORS AND ASSIGNS. This Series Supplement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 11. GOVERNING LAW. This Series Supplement shall be
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
SECTION 12. NO PETITION. Servicer, Trustee and (with respect
to the Trust only) Transferor, by entering into this Series Supplement and each
Holder, by accepting a Collateral Certificate hereby covenant and agree that
they will not at any time institute against the Trust or the Transferor, or join
in any institution against the Trust or the Transferor of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Investor Holders, the
Agreement or this Series Supplement provided, however that nothing herein shall
prohibit the Trustee from filing proofs of claim or otherwise participating in
any such proceedings instituted by any other person.
SECTION 13. AMENDMENTS. This Series Supplement may be amended
pursuant to Section 13.1 of the Agreement. This Series Supplement may also be
amended by Transferor without the consent of Servicer, Trustee or any Investor
Holder if Transferor provides Trustee with: (i) an Opinion of Counsel to the
effect that such amendment or modification would (A) reduce the risk that the
Trust would be treated as taxable as a publicly traded partnership pursuant to
Internal Revenue Code section 7704 or (B) permit the Trust or a relevant portion
thereof to be treated as a "financial asset securitization investment trust" and
(C) in either case, (1) would not cause the Trust to be classified, for Federal
income tax purposes, as an association (or publicly traded partnership) taxable
as a corporation and (2) would not cause or constitute an event in which gain or
loss would be recognized by any Investor Holder; and (ii) a certificate that
such amendment or modification would not materially and adversely affect any
Investor Holder; PROVIDED that no such amendment shall be deemed effective
without Trustee's consent, if Trustee's rights, duties and obligations hereunder
are thereby modified. Prior to the execution of any such amendment (other than
an amendment pursuant to SECTION 13.1(a) of the Agreement), Trustee shall
furnish notification of the substance of such amendment to each Rating Agency.
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IN WITNESS WHEREOF, the parties have caused this Series Supplement to
be duly executed by their respective officers as of the day and year first above
written.
WFN CREDIT COMPANY, LLC,
as Transferor
By:
-----------------------------------------
Name:
Title:
WORLD FINANCIAL NETWORK NATIONAL BANK
as Servicer
By:
-----------------------------------------
Name:
Title:
BNY MIDWEST TRUST COMPANY,
as Trustee
By:
-----------------------------------------
Name:
Title
COLLATERAL SERIES SUPPLEMENT SIGNATURE PAGE
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EXHIBIT A
to
COLLATERAL SERIES SUPPLEMENT
FORM OF COLLATERAL CERTIFICATE
No. $
WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST
COLLATERAL CERTIFICATE
Evidencing an undivided interest in the World Financial Network National Credit
Card Master Trust, the corpus of which consists of a portfolio of receivables
created under credit card accounts originated by World Financial Network
National Bank ("WFN") and other assets and interests constituting the trust
under the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of WFN)
This certifies that BNY MIDWEST TRUST COMPANY (the "CERTIFICATEHOLDER")
is the registered owner of an undivided interest in a trust (the "TRUST"), the
corpus of which consists of a portfolio of receivables (the "RECEIVABLES") now
existing or hereafter created under selected credit card accounts originated by
WFN and transferred to the Trust, all monies due or to become due with respect
thereto and the other assets and interests constituting the Trust pursuant to
the Second Amended and Restated Pooling and Servicing Agreement, dated as of
[__________], 2001, as amended and supplemented, including by the Collateral
Series Supplement, dated as of [_______], 2001 (collectively, the "POOLING AND
SERVICING AGREEMENT"), among WFN Credit Company, LLC, as Transferor, WFN, as
Servicer, and BNY Midwest Trust Company, (successor to the corporate trust
administration of Xxxxxx Trust and Savings Bank, successor to The Bank of New
York), as trustee.
THIS COLLATERAL CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, WFN, AND NONE OF THIS CERTIFICATE, THE RECEIVABLES AND THE ACCOUNTS
IS INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY. THIS
COLLATERAL CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS
RESPECTING THE RECEIVABLES, ALL AS MORE SPECIFICALLY SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement. This Collateral
Certificate is issued under and is subject to the terms, provisions and
conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement,
as amended from time to time, the Certificateholder by virtue of its acceptance
hereof assents and by which the Certificateholder is bound.
This Certificate represents series of Certificates entitled "World
Financial Network Credit Card Master Trust Collateral Certificates" (the
"COLLATERAL CERTIFICATES"), which represents an undivided interest in the Trust.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual or facsimile signature of a duly authorized
signatory, this Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Collateral Certificate
to be duly executed under its official seal.
BNY MIDWEST TRUST COMPANY,
as Trustee
By: ________________________________________
Vice President
Attested to:
By: _______________________________________
Assistant Secretary
Date:______________________________________
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Trustee's Certificate of Authentication
This is one of the Collateral Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
BNY MIDWEST TRUST COMPANY,
as Trustee
By: ________________________________
Authorized Officer
