Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014-A (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 240,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class A ~~Floating Rate~~ Asset Backed Notes, Series ~~2014~~2003-A B (the “"Class A Notes”"), $~~39,062,000~~ 27,750,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note~~ Trust Class B Asset Backed Notes, Series ~~2014~~2003-A B (the “"Class B Notes”"), $~~71,876,000~~ 21,750,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class C Asset Backed Notes, Series ~~2014~~2003-A B (the “"Class C Notes”)" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and $~~25,000,000~~ 10,500,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class D Floating Rate Asset Backed Notes, ~~Series2014~~Series 2003-A B (the “"Class D Notes~~”) (collectively,~~ " and together with the Class A Notes, the Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ C Notes, the ~~Class B~~ "Notes~~, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”~~"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2003-A B Indenture Supplement with respect to the ~~Notes, to be~~ Notes dated as of ~~February 19~~June 1, ~~2014~~ 2003 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”"). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001, and as amended as of November 7, 2001~~ 2000 (~~as heretofore amended,~~ the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling~~ "Transfer and Servicing Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the ~~“PSA”~~"Servicer")~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the Transfer and Servicing~~ "Security Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between ~~the Bank~~Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Advanta Business Recievables Corp)

Introductory. ~~WFN Credit Company~~Conn’s Receivables Funding 2020-A, LLC ~~(“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ (the “Issuer”) proposes to ~~issue~~ sell $~~450,000,000~~ 174,900,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ Asset Backed Fixed Rate Notes, Class A, Series ~~2014~~2020-A (the “Class A Notes”), ) and $~~39,062,000~~ 65,200,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ Asset Backed Fixed Rate Notes, ~~Series 2014-A (the “~~Class ~~M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes~~B, Series ~~2014~~2020-A (the “Class B Notes” and, together with the Class A Notes, the “Purchased Notes” or the “Offered Series 2020-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with $~~71,876,000~~ 62,900,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class C~~ Asset Backed Fixed Rate Notes, Class C, Series ~~2014~~2020-A (the “Class C Notes”), ) and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D~~ the Asset Backed Class R Notes, ~~Series2014~~Series 2020-A (the “Class D R Notes~~”) (collectively~~” and, ~~the Class A Notes, the Class M Notes, the Class B Notes,~~ collectively with the Class C Notes and the ~~Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ Purchased Notes, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained~~ Notes”) will be ~~retained by WFN LLC~~ issued pursuant to a Base Indenture, to be dated as of October 16, 2020 (~~referred to herein as~~ the “~~Retained Notes Transaction~~Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of October 16, 2020 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Wxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative~~ Conn’s 2020-A: Note Purchase Agreement The Notes will be secured by the assets of the ~~Underwriters~~ Issuer, which will consist primarily of a certificate (~~as defined below) may be referred to herein individually as a “Representative” and collectively as~~ the “~~Representatives.”~~ Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2020-A Trust (the “Receivables Trust”). The ~~Issuer is a Delaware statutory trust formed~~ Receivables Trust Certificate will be issued pursuant ~~to (a)~~ to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of ~~August 1~~October 16, ~~2001, between WFN LLC, as transferor~~ 2020 (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”)) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Wilmington Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (the “~~Union Bank~~Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts and installment loans (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), ~~as successor~~ which were previously conveyed to ~~The Bank of New York Mellon Trust Company~~Conn Credit I, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee LP (the “~~Indenture Trustee~~Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of October 16, 2020 (the “Purchase and Sale Agreement”), between the Depositor and ~~as supplemented~~ the Issuer. The Class C Notes and the Class R Notes will be retained by the ~~Agreement of Resignation~~Depositor on the Closing Date (as defined below). The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreement, ~~Appointment and Acceptance,~~ to be dated as of ~~May 27~~October 16, ~~2008, by and among Comenity Bank (formerly known as World Financial Network Bank)~~ 2020 (the “~~Bank~~First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the Depositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as ~~administrator~~ of October 16, 2020 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of October 16, 2020 (the “Servicing Agreement”), among the Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “~~Administrator~~Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the ~~Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by~~ back-up servicer of the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect Receivables pursuant to the ~~Notes~~terms of a Back-Up Servicing Agreement, to be dated as of ~~February 19~~October 16, ~~2014~~ 2020 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Back-Up Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the BankTrust, the Servicer, the Issuer, the ~~WFNMT~~ Trustee and SST, as back-up servicer (in such capacity, the ~~Indenture Trustee~~“Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2018-A Trust, the Conn’s Receivables 2019-A Trust, the Conn’s Receivables 2019-B Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into a Ninth Amended and Restated Intercreditor Agreement, to be dated as of October 16, 2020 (the “Intercreditor Agreement”), with JX Xxxxxx Cxxxx Bank, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The ~~Bank has~~ Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be October 16, 2020, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to ~~provide notices~~ in writing by the Initial Purchasers and ~~perform on behalf~~ the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer ~~certain other administrative obligations required by~~ agrees to sell the ~~TSA~~Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. Conn’s 2020-A: Note Purchase Agreement For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the ~~Master Indenture~~ Purchase and ~~each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration~~ Sale Agreement, ~~dated as of August 1, 2001, as amended by~~ the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the ~~Indenture~~Second Receivables Purchase Agreement, the ~~Trust~~ Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and ~~the Administration~~ this Agreement are ~~referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is~~ collectively referred to herein as the “Transaction Documents”. Prior to 2:03 p.m. New York City time on October 9, 2020 (i.e, the date and time the first Contract of Sale (as defined below) was entered into) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated October 6, 2020 (the “Preliminary Offering Memorandum”), (ii) the CONN 2020-A ABS Investor Presentation, initially provided to investors on October 6, 2020 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CONN_2020_A_FINAL_PX.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2020-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this ~~“Agreement.” To~~ Agreement to the ~~extent not defined herein~~Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, ~~capitalized terms used herein have~~ as applicable. If, subsequent to the ~~meanings assigned~~ Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the ~~Program Documents.~~light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons. Conn’s 2020-A: Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Conns Inc)

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant~~ secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a ~~Master Indenture~~national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of ~~August~~ July 1, ~~2001~~2007, and as amended by the ~~Omnibus~~ First Amendment ~~referred to below, the Supplemental Indenture No. 1 to Master Indenture~~thereto, dated as of ~~August 13~~March 1, ~~2003,~~ 2008 (the ~~Supplemental Indenture No. 2~~ “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to ~~Master Indenture, dated as of June 13, 2007,~~ time in certain designated consumer and small business revolving credit card accounts (the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Accounts”), ~~as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest~~ collections thereon and certain related property to the ~~corporate trust administration of BNY Midwest Trust~~ Company. The Company ~~(“BNYMTC”) (~~has conveyed the ~~successor in interest~~ Receivables, collections thereon and certain related property to the ~~corporate trust administration of Xxxxxx~~ Capital One Master Trust ~~and Savings Bank)), as indenture trustee~~ (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2002, January 13, 2006 and July 1, 2007, as amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of March 301, ~~2005~~2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the ~~Fourth Amendment to the Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated~~ as ~~of June 13, 2007,~~ supplemented by the ~~Fifth Amendment to~~ Series 2002-CC Supplement (the ~~Second Amended and Restated Pooling and Servicing Agreement~~“Series Supplement”), dated as of October 269, ~~2007~~2002, as amended by the ~~Sixth~~ First Amendment to thereto, dated as of March 1, 2008, among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank,~~ The Bank of New York Mellon (formerly known as ~~successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreementthereto, dated as of March 301, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2008 (~~as heretofore amended,~~ the “~~TSA~~Transfer Agreement”), among the ~~Transferor~~Issuer, ~~the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among~~ the Transferor, the Bank, as administrator, and the ~~Servicer~~Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include [ ], [ ] and [ ], the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-[ ], 333-[ ] and 333-[ ]), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Appears in 1 contract

Samples: Terms Agreement (Capital One Multi Asset Execution Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 100,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A B (the “Class A Notes”), $~~39,062,000~~ 4,746,836 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A B (the “Class M Notes”), $~~39,062,000~~ 6,012,658 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A B (the “Class B Notes”), and $~~71,876,000~~ 15,822,785 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A B (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx~~ RBC Capital Markets, LLC and RBS Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC~~Inc., each as a representative of the Underwriters (as defined below) ), may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to ~~Chase~~ Chaxx Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, ~~2008,~~ 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~2010, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity~~ the World Financial Network Bank (formerly known as World Financial Network National Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2011-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 9, ~~2014~~ 2011 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ Harxxx Xxust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 100,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ C(2004-C1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the ~~“Class A Notes”),~~ "Offered Securities") and $~~39,062,000~~ 10,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class M D(2004-D1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “"Class D Notes~~”) (collectively~~" and together with the Offered Securities, the ~~Class A~~ "Notes~~, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”~~"). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the ~~Agreement of Resignation, Appointment and Acceptance,~~ AdvantaSeries Indenture Supplement with respect to the Notes dated as of ~~May 27~~November 1, ~~2008~~2004 and, ~~by and among Comenity Bank (formerly known as World Financial Network Bank) (~~with respect to the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee~~Offered Securities, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance,~~ Class C(2004-C1) Terms Document dated as of ~~June 26~~November 10, ~~2012 (~~2004 and, with respect to the ~~“Successor Indenture Trustee Agreement”)~~Class D Notes, by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the ~~Series 2014~~Class D(2004-~~A Indenture Supplement with respect to the Notes, to be~~ D1) Terms Document dated as of ~~February 19~~November 10, ~~2014~~ 2004 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”"). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001, and as amended as of November 7, 2001~~ 2000 (~~as heretofore amended,~~ the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling~~ "Transfer and Servicing Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the ~~“PSA”~~"Servicer")~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the Transfer and Servicing~~ "Security Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between ~~the Bank~~Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Securities listed on Schedule A hereto (the "Underwriters") as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 350,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A B (the “Class A Notes”), $~~39,062,000~~ 31,165,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed 104202192 WFN 2019-B Underwriting Agreement Rate Asset Backed Notes, Series ~~2014~~2019-A B (the “Class M Notes”), ) and $~~39,062,000~~ 17,980,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A B (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “Notes”). The Class A Notes and the Class M Notes are referred to collectively herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B ~~Notes, the Class C Notes and the Class D~~ Notes (referred to ~~collectively~~ herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained ~~Notes~~ Note Transaction”). X.X. Xxxxxx Securities LLC, ~~Xxxxxxx Lynch~~BNP Paribas Securities Corp., ~~Pierce~~SMBC Nikko Securities America, ~~Xxxxxx & Xxxxx Incorporated~~ Inc. and ~~Xxxxx Fargo~~ Fifth Third Securities, ~~LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” ”. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2019-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~June 26, ~~2014~~ 2019 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). 104202192 WFN 2019-B Underwriting Agreement The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, and the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of 104202192 WFN 2019-B Underwriting Agreement May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit Company~~ProLogis, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Maryland real estate investment trust (the “~~Issuer~~Company”) ), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $~~450,000,000~~ 350,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014-A~~ the Company’s 7.625% Notes due 2014 (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities ~~LLC~~Inc., ~~Xxxxxxx Lynch, Pierce~~Barclays Capital Inc., Xxxxxx Xxxxxxx & ~~Xxxxx~~ Co. Incorporated and ~~Xxxxx Fargo Securities, LLC, each~~ RBS Securities Inc. have agreed to act as ~~a representative~~ representatives of the several Underwriters (~~as defined below) may be referred to herein individually as a “Representative” and collectively as~~ in such capacity, the “Representatives.” ”) in connection with the offering and sale of the Notes. The ~~Issuer is a Delaware statutory trust formed~~ Notes will be issued pursuant to ~~(a)~~ an ~~Amended and Restated Trust Agreement~~indenture, dated as of ~~August~~ March 1, ~~2001, between WFN LLC, as transferor~~ 1995 (the “~~Transferor~~Base Indenture”), between the Company (formerly Security Capital Industrial Trust) and U.S. Bank ~~Trust~~ National Association (~~“U.S. Bank”~~as successor in interest to State Street Bank and Trust Company), as ~~successor to Chase Bank USA, National Association (“Chase”), as owner~~ trustee (the “~~Owner~~ Trustee”), as supplemented by the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~first supplemental indenture, dated as of ~~September 29~~February 9, ~~2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee~~ 2005 (~~as heretofore amended and supplemented,~~ the “~~Trust Agreement~~First Supplemental Indenture”), ~~and (b)~~ the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenturesecond supplemental indenture, dated as of ~~August 1~~November 2, ~~2001, as amended by~~ 2005 (the ~~Omnibus Amendment referred to below~~“Second Supplemental Indenture”), the ~~Supplemental Indenture No. 1 to Master Indenture~~third supplemental indenture, dated as of ~~August 13~~November 2, ~~2003~~2005 (the “Third Supplemental Indenture”), the ~~Supplemental Indenture No. 2 to Master Indenture~~fourth supplemental indenture, dated as of ~~June 13~~March 26, ~~2007~~2007 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of November 8, 2007 (the “Fifth Supplemental ~~Indenture No. 3 to Master~~ Indenture”), the sixth supplemental indenture, dated as of May 277, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee 2008 (the “~~Indenture Trustee~~Sixth Supplemental Indenture”), ) and ~~as supplemented by~~ the ~~Agreement of Resignation, Appointment and Acceptance~~seventh supplemental indenture, dated as of May 277, ~~2008, by and among Comenity Bank (formerly known as World Financial Network Bank)~~ 2008 (the “~~Bank~~Seventh Supplemental Indenture”). Certain terms of the Notes will be established pursuant to an eighth supplemental indenture, ~~as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented~~ adopted by the ~~Agreement~~ Company pursuant to Section 301 of ~~Resignation, Appointment and Acceptance, dated as of June 26, 2012~~ the Base Indenture (the “~~Successor Indenture Trustee Agreement”), by~~ Eighth Supplemental Indenture” and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the ~~Master~~ Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, the “Indenture”). The ~~primary asset~~ Notes will be issued in book-entry form in the name of ~~the Issuer is a certificate~~ Cede & Co., as nominee of The Depository Trust Company (the “~~Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT~~Depositary”), ~~issued~~ pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement~~a Letter of Representations, dated ~~as of January 17~~December 29, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer 2003 (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration DTC Agreement”), between the ~~Bank, as Administrator,~~ Company and the ~~Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents~~Depositary.~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Introductory. ~~WFN Credit Company~~WFB Funding, LLC (“~~WFN~~ WFB LLC”) proposes to cause ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust (the “Issuer”) to issue ~~$450,000,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class A A-1 Fixed Rate Asset-Backed Notes in the aggregate principal amount of $218,750,000, Series 2015-I (the “Class A-1 Notes”), $100,000,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class A-2 Floating Rate ~~Asset~~ Asset-Backed Notes, Series ~~2014~~2015-A I (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes”), $~~39,062,000~~ 30,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class B ~~Asset~~ Fixed Rate Asset-Backed Notes, Series ~~2014~~2015-A I (the “Class B Notes”), $~~71,876,000~~ 15,937,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class C ~~Asset~~ Fixed Rate Asset-Backed Notes, Series ~~2014~~2015-A I (the “Class C Notes”), and $~~25,000,000~~ 10,313,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class D ~~Asset~~ Fixed Rate Asset-Backed Notes, ~~Series2014~~Series 2015-A I (the “Class D Notes”) (collectively, the Class A ~~Notes, the Class M~~ Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be ~~retained~~ purchased by ~~WFN LLC~~ the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities~~RBC Capital Markets, LLC, ~~each~~ as a the representative of the Underwriters (as defined below) may be referred to herein ~~individually~~ as a “Representative~~” and collectively as the “Representatives~~.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~April 13, ~~2001~~2004 (as heretofore amended and supplemented, the “Trust Agreement”), between ~~WFN~~ WFB LLC, as transferor (the “Transferor”), and ~~U.S. Bank~~ Xxxxx Fargo Delaware Trust Company, National ~~Association (“U.S. Bank”)~~Association, as successor ~~to Chase Bank USA, National Association (“Chase”), as~~ owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~April 14, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2004. The Notes will be issued pursuant to a an Amended and Restated Master Indenture, dated as of ~~August 1~~December 6, ~~2001~~2013 (as heretofore amended, ~~as amended by the Omnibus Amendment referred to below~~restated, modified and supplemented, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013”), each between the Issuer and ~~Union Bank,~~ U.S. Bank National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Association, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2015-A I Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~March 16, ~~2014~~ 2015 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “~~Collateral~~ Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ Cabela’s Master Credit Card ~~Master~~ Trust (“~~WFNMT~~CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~December 6, ~~1996~~2013 (the “Pooling and Servicing Agreement”), as ~~amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended~~ supplemented by the ~~Omnibus Amendment referred~~ Series 2004-1 Supplement to ~~below, the Second Amendment to Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~May 19~~April 14, 2004, as amended pursuant to the ~~Third~~ First Amendment to ~~Second~~ Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of ~~March 30~~August 31, ~~2005, the Fourth Amendment~~ 2005 and as further amended pursuant to the Second ~~Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth~~ Amendment to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment~~ Series 2004-1 Supplement to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 93, ~~2011~~2006 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))U.S. Bank National Association, as trustee (the “~~WFNMT~~ CMCCT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of ~~WFNMT~~ CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-label~~ credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to ~~WFNMT~~ CMCCT pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~February 4, ~~2001~~2003, ~~as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (as heretofore amended, the “Receivables Purchase Agreement”), between ~~WFN~~ WFB LLC and the Bank. The ~~Collateral~~ Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and ~~Servicing~~ Administration Agreement, dated as of ~~August 1~~April 14, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “~~TSA~~TAA”), among the Transferor, the ~~Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank~~Indenture Trustee, the Servicer, the ~~Issuer~~Bank, as administrator (the ~~WFNMT Trustee~~ “Administrator”) and the ~~Indenture Trustee~~Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to ~~an Administration Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer~~TAA. The ~~TSA~~TAA, the PSA, the Receivables Purchase Agreement, the ~~Indenture,~~ Indenture and the Trust ~~Agreement and the Administration~~ Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (Cabela's Master Credit Card Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 400,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2007-A5) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2007-A5) Notes~~”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (~~” or the “~~Class M~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are ” or the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance,~~ Class A(2007-A5) Terms Document dated as of ~~June 26~~November 8, ~~2012~~ 2007 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms document, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A(2007-A5) Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 250,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2006-A3) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “~~Class A~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), ) and $25,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class D D(2006-D2) Asset Backed ~~Notes, Series2014-A~~ Notes (the “Class D Notes”) (~~collectively,~~ the ~~Class A Notes, the Class M Notes, the Class B Notes, the Class C~~ Offered Notes and the Class D Notes are collectively, the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation~~Class A(2006-A3) Terms Document and the Class D (2006-D2) Terms Document, ~~Appointment and Acceptance,~~ each dated as of June 268, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 2006 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), between the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006 among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 550,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A C (the “"Class A Notes”"), $~~39,062,000~~ 42,167,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed WFN 2017-C Underwriting Agreement Rate Asset Backed Notes, Series ~~2014~~2017-A C (the “"Class M Notes~~”),~~ ") and $~~39,062,000~~ 27,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A C (the “"Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”") (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “"Notes”"). The Class A Notes ~~are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes~~ and the Class D M Notes (are referred to collectively herein as the “"Underwritten Notes". The Class B Notes (referred to herein as the "Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). X.X. Xxxxxx Securities LLC, ~~Xxxxxxx Lynch~~Mizuho Securities USA LLC, ~~Pierce~~MUFG Securities Americas Inc. and SMBC Nikko Securities America, ~~Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” ". The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2017-A C Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 15, ~~2014~~ 2017 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). WFN 2017-C Underwriting Agreement The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, and the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of WFN 2017-C Underwriting Agreement June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (World Financial Network Credit Card Master Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 245,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A D (the “Class A Notes”), $~~39,062,000~~ 11,629,747 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A D (the “Class M Notes”), $~~39,062,000~~ 14,731,013 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A D (the “Class B Notes”), and $~~71,876,000~~ 38,765,823 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A D (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative representatives of the Underwriters ~~(as defined below)~~ may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Class M Notes, the Class B Notes and the Class C Notes (collectively, the “Purchased Notes”) will be offered and sold directly by WFN LLC to World Financial Network National Bank (the “Bank”) (such offers and sales referred to herein, collectively, as the “Purchased Notes Transaction”). One or more of the underwriters for the Class A Notes listed on Schedule A hereto (the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 8, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, ~~2007,~~ 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, ~~the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013,~~ each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity Bank (formerly known as World Financial Network~~ the Bank~~) (the “Bank”)~~, as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2009-A D Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~August 13, ~~2014~~ 2009 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~October~~ October, 26, ~~2007,~~ 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration of~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2007 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. A shelf registration statement on Form S-3 (having registration number 333-133170) has been prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), including a form of prospectus, relating to the Notes and the Collateral Certificate. For purposes of this

Appears in 1 contract

Samples: Underwriting Agreement (WFN Credit Co LLC)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 200,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2007-A1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2007-A1) Notes” or the “Offered Notes”), ) and $~~39,062,000~~ 100,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class M B(2007-B1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class M B(2007-B1) Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), ) and $25,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class D D(2007-D1) Asset Backed ~~Notes, Series2014-A~~ Notes (the “Class D Notes~~”) (collectively,~~ ” and together with the Class A A(2007-A1) Notes and Class B(2007-B1) Notes, ~~the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator~~Class A(2007-A1) Terms Document, the ~~Issuer~~Class B(2007-B1) Terms Document and the Class D(2007-D1) Terms Document, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be each dated as of February 1921, ~~2014~~ 2007 (the AdvantaSeries Indenture Supplement, together with such terms documents, the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 300,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2015-A C (the “"Class A Notes”"), $~~39,062,000~~ 14,610,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series ~~2014~~2015-A C (the “"Class M Notes”"), $~~39,062,000~~ 14,610,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series ~~2014~~2015-A C (the “"Class B Notes”"), $~~71,876,000~~ 44,806,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series ~~2014~~2015-A C (the “"Class C Notes”"), and $~~25,000,000~~ 15,585,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014~~Series 2015-A C (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes are referred to herein as the “"Underwritten Notes”". The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained Notes Transaction”"). X.X. Xxxxxx Securities LLC, ~~Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ Deutsche Bank Securities Inc. and ~~Xxxxx Fargo Securities, LLC~~Mizuho Securities USA Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2015-A C Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~October 27, ~~2014~~ 2015 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: World Financial Network Credit Card Master Note Trust

Introductory. ~~WFN Credit Company~~WFB Funding, LLC (“~~WFN~~ WFB LLC”) proposes to cause ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust (the “Issuer”) to issue ~~$450,000,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class A Floating Rate ~~Asset~~ Asset-Backed ~~Notes~~Notes in the aggregate principal amount of $255,000,000, Series 2014-A I (the “Class A Notes”), $~~39,062,000~~ 24,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class B ~~Asset~~ Fixed Rate Asset-Backed Notes, Series 2014-A I (the “Class B Notes”), $~~71,876,000~~ 12,750,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class C ~~Asset~~ Fixed Rate Asset-Backed Notes, Series 2014-A I (the “Class C Notes”), and $~~25,000,000~~ 8,250,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class D ~~Asset~~ Fixed Rate Asset-Backed Notes, ~~Series2014~~Series 2014-A I (the “Class D Notes”) (collectively, the Class A ~~Notes, the Class M~~ Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be ~~retained~~ purchased by ~~WFN LLC~~ the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and~~ Xxxxx Fargo Securities, LLC, ~~each~~ as a representative of the Underwriters (as defined below) may be referred to herein ~~individually~~ as a “Representative~~” and collectively as the “Representatives~~.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~April 13, ~~2001~~2004 (as heretofore amended and supplemented, the “Trust Agreement”), between ~~WFN~~ WFB LLC, as transferor (the “Transferor”), and ~~U.S. Bank~~ Xxxxx Fargo Delaware Trust Company, National ~~Association (“U.S. Bank”)~~Association, as successor ~~to Chase Bank USA, National Association (“Chase”), as~~ owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~April 14, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2004. The Notes will be issued pursuant to a an Amended and Restated Master Indenture, dated as of ~~August 1~~December 6, ~~2001~~2013 (as heretofore amended, ~~as amended by the Omnibus Amendment referred to below~~restated, modified and supplemented, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013”), each between the Issuer and ~~Union Bank,~~ U.S. Bank National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Association, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A I Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~March 25, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “~~Collateral~~ Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ Cabela’s Master Credit Card ~~Master~~ Trust (“~~WFNMT~~CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~December 6, ~~1996~~2013 (the “Pooling and Servicing Agreement”), as ~~amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended~~ supplemented by the ~~Omnibus Amendment referred~~ Series 2004-1 Supplement to ~~below, the Second Amendment to Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~May 19~~April 14, 2004, as amended pursuant to the ~~Third~~ First Amendment to ~~Second~~ Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of ~~March 30~~August 31, ~~2005, the Fourth Amendment~~ 2005 and as further amended pursuant to the Second ~~Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth~~ Amendment to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment~~ Series 2004-1 Supplement to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 93, ~~2011~~2006 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))U.S. Bank National Association, as trustee (the “~~WFNMT~~ CMCCT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of ~~WFNMT~~ CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-label~~ credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to ~~WFNMT~~ CMCCT pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~February 4, ~~2001~~2003, ~~as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (as heretofore amended, the “Receivables Purchase Agreement”), between ~~WFN~~ WFB LLC and the Bank. The ~~Collateral~~ Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and ~~Servicing~~ Administration Agreement, dated as of ~~August 1~~April 14, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “~~TSA~~TAA”), among the Transferor, the ~~Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank~~Indenture Trustee, the Servicer, the ~~Issuer~~Bank, as administrator (the ~~WFNMT Trustee~~ “Administrator”) and the ~~Indenture Trustee~~Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to ~~an Administration Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer~~TAA. The ~~TSA~~TAA, the PSA, the Receivables Purchase Agreement, the ~~Indenture,~~ Indenture and the Trust ~~Agreement and the Administration~~ Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (Cabela's Master Credit Card Trust)

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (“~~WFN~~ FNF LLC” or the “Transferor”) ), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “Issuer”) to issue and sell $~~450,000,000 aggregate~~ 349,550,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A ~~Floating Rate~~ Series 2007-2 Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”)~~. The Class A Notes are referred~~ , to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as the “~~Representatives.” . The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001, between WFN LLC, as transferor~~ 2002 (the “~~Transferor~~Trust Agreement”), between the Transferor and ~~U.S. Bank~~ Wilmington Trust ~~National Association~~ Company (“~~U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase~~WTC”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, dated as of ~~August 1~~October 24, ~~2001,~~ 2002 (as ~~amended by the Omnibus Amendment referred to below~~amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank~~The Bank of New York Trust Company, ~~National Association~~ N.A. (~~“Union Bank”), as~~ successor to The Bank of New ~~York Mellon Trust Company, N.A.~~ York) (“~~BNYMTCNA~~BNYTC”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2000-~~A Indenture~~ 0 Xxxxxxxxx Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19, 2014~~ the Closing Date (as defined below) (the “Indenture Supplement,” ~~and,~~ and together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ First Bankcard Master Credit Card ~~Master~~ Trust (the “~~WFNMT~~Certificate Trust”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~October 24, ~~1996,~~ 2002 (as amended and ~~restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below~~supplemented, the ~~Second Amendment to Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated as~~ among FNF LLC, First National Bank of ~~May 19~~Omaha, ~~2004,~~ a national banking association (the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the “Bank”), as servicer (the “Servicer”), ) and ~~Union Bank, as~~ BNYTC (successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (the “~~WFNMT~~ Certificate Trust Trustee”), and ~~as supplemented by~~ the ~~Agreement of Resignation, Appointment and Acceptance~~Collateral Series Supplement, dated as of ~~May 27~~October 24, ~~2008~~2002, ~~by and among~~ to the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 Agreement (~~as heretofore amended,~~ the “Collateral Supplement” ~~and,~~ and together with the ~~Amended and Restated~~ Pooling and Servicing Agreement, the “~~PSA~~Pooling and Servicing Agreement”). The assets of ~~WFNMT~~ the Certificate Trust include, among other things, certain amounts due (the “Receivables”) on a ~~pool~~ portfolio of ~~private-label~~ Visa® and MasterCard® revolving credit card accounts of owned by the Bank (the “Accounts”). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Certificate Trust pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2002 (as ~~heretofore~~ amended, the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate ~~has been~~ was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of ~~August 1~~October 24, ~~2001~~2002 (as amended, ~~as amended by~~ the ~~First Amendment to the~~ “Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Bank, as Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2002 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA~~Transfer and Servicing Agreement, the ~~PSA~~Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First National Funding LLC)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 360,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2015-A (the “"Class A Notes”"), $~~39,062,000~~ 31,250,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series ~~2014~~2015-A (the “"Class M Notes”"), $~~39,062,000~~ 31,250,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series ~~2014~~2015-A (the “"Class B Notes”"), $~~71,876,000~~ 57,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series ~~2014~~2015-A (the “"Class C Notes”"), and $~~25,000,000~~ 20,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014~~Series 2015-A (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes are referred to herein as the “"Underwritten Notes”". The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained Notes Transaction”"). ~~X.X. Xxxxxx Securities LLC,~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx ~~Incorporated~~ Incorporated, BNP Paribas Securities Corp. and ~~Xxxxx Fargo Securities~~Mitsubishi UFJ Securities (USA), ~~LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2015-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~April 17, ~~2014~~ 2015 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: World Financial Network Credit Card Master Note Trust

Introductory. ~~WFN Credit Company~~Key Bank USA, ~~LLC~~ National Association, a national banking association (~~“WFN LLC”)~~ the "Seller"), proposes to cause ~~World Financial Network Credit Card Master Note~~ KeyCorp Student Loan Trust 1999-A (the ~~“Issuer”~~"Trust") to issue and sell $~~450,000,000 aggregate~~ 34,600,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class A~~ its Floating Rate Asset Backed ~~Notes, Series 2014-A~~ Certificates (the ~~“Class A Notes”~~"Certificates") to the underwriters named in Schedule I hereto (the "Underwriters"), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ for whom you (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”"Representative") ~~(collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes~~ are ~~the “Notes”). The Class A Notes are referred to herein~~ acting as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”)representative. The assets of ~~WFNMT~~ the Trust include, among other things, ~~certain amounts due (the “Receivables”) on~~ a pool of ~~private-label credit card accounts~~ law school, medical school, dental school, graduate business school and other graduate school student loans (the "Financed Student Loans") and certain monies due thereunder on and after January 1, 1999 (the "Cutoff Date"). Such Financed Student Loans were sold to the Eligible Lender Trustee (as defined below) on behalf of the ~~Bank~~ Trust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania (~~the “Accounts”~~"PHEAA" and, in such capacity as a servicer, "Servicer") and EFS Services, Inc., a wholly owned subsidiary of EFS, Inc. of Indiana ("EFS" and, in such capacity as a servicer, a "Servicer"). The ~~Receivables are transferred by the Transferor to WFNMT~~ Certificates will be issued pursuant to the Amended and Restated ~~Pooling and Servicing Agreement. The Receivables transferred~~ Trust Agreement to ~~WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement,~~ be dated as of ~~August~~ January 1, ~~2001,~~ 1999 (as amended ~~by the First Amendment~~ and supplemented from time to ~~the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended~~time, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the "Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”"), between the ~~Bank~~Seller, as ~~Administrator~~Depositor, and The First National Bank of Chicago, a national banking association (the ~~Issuer~~"Eligible Lender Trustee"). ~~The TSA,~~ Simultaneously with the ~~PSA,~~ issuance and sale of the ~~Receivables Purchase Agreement, the Indenture~~Certificates as contemplated herein, the Trust ~~Agreement~~ will issue $260,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes") and $570,400,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and, with the Class A-1 Notes, the "Notes"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the Seller and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized Representative. Capitalized terms used and not otherwise defined herein shall have the meanings ~~assigned~~ given them in ~~the Program Documents~~Appendix A hereto.

Appears in 1 contract

Samples: Key Bank Usa National Association

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (~~“WFN~~ "FNF LLC”) " or the "Transferor"), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “"Issuer”") to issue and sell $~~450,000,000 aggregate~~ 411,250,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A Floating Rate Asset Backed Notes, Series ~~2014~~2007-A 1 (the “"Class A Notes”"), $~~39,062,000 aggregate~~ 40,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class M B Floating Rate Asset Backed Notes, Series ~~2014~~2007-A 1 (the “"Class M B Notes~~”),~~ ") and $~~39,062,000 aggregate~~ 48,750,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class B C Floating Rate Asset Backed Notes, Series ~~2014~~2007-A 1 (the ~~“Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “~~"Class C Notes”)", and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the “~~"Notes~~”). The Class A Notes are referred~~ ") to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as the “~~Representatives.” . The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001~~2002 (the "Trust Agreement"), between ~~WFN LLC, as transferor~~ the Transferor and Wilmington Trust Company (~~the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”~~"WTC"), as owner trustee (the “"Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, dated as of ~~August 1~~October 24, ~~2001,~~ 2002 (as ~~amended by the Omnibus Amendment referred to below~~amended, the ~~Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank~~The Bank of New York Trust Company, ~~National Association~~ N.A. (~~“Union Bank”), as~~ successor to The Bank of New ~~York Mellon Trust Company, N.A. (“BNYMTCNA”~~York) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)"BNYTC"), as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~0000-~~A Indenture~~ 0 Xxxxxxxxx Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19, 2014~~ the Closing Date (as defined below) (the “"Indenture Supplement~~” and,~~ ," and together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the ~~World Financial Network~~ First Bankcard Master Credit Card ~~Master~~ Trust (~~“WFNMT”~~the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~October 24, ~~1996,~~ 2002 (as amended and ~~restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below~~supplemented, the ~~Second Amendment to Second Amended and Restated~~ "Pooling and Servicing Agreement"), ~~dated as~~ among FNF LLC, First National Bank of ~~May 19~~Omaha, ~~2004,~~ a national banking association (the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the "Bank"), as servicer (the “"Servicer~~”),~~ ") and ~~Union Bank, as~~ BNYTC (successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (the ~~“WFNMT~~ "Certificate Trust Trustee”"), and ~~as supplemented by~~ the ~~Agreement of Resignation, Appointment and Acceptance~~Collateral Series Supplement, dated as of ~~May 27~~October 24, ~~2008~~2002, ~~by and among~~ to the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing ~~Agreement”), and as further supplemented by~~ Agreement (the ~~Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “~~"Collateral Supplement~~” and,~~ " and together with the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”~~"Pooling and Servicing Agreement"). The assets of ~~WFNMT~~ the Certificate Trust include, among other things, certain amounts due (the “"Receivables”") on a ~~pool~~ portfolio of ~~private-label~~ Visa(R) and MasterCard(R) revolving credit card accounts of owned by the Bank (the “"Accounts”"). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Certificate Trust pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~October 24, ~~2001~~2002 (as amended, ~~as amended by~~ the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate ~~has been~~ was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”")~~, among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003~~, among the Transferor, the Bank, ~~the~~ as Servicer, and the Issuer~~, the WFNMT Trustee and the Indenture Trustee~~. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of ~~notes~~ Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA~~Transfer and Servicing Agreement, the ~~PSA~~Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.

Appears in 1 contract

Samples: Underwriting Agreement (First National Master Note Trust)

Introductory. ~~WFN Credit Company~~WFB Funding, LLC (“~~WFN~~ WFB LLC”) proposes to cause ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust (the “Issuer”) to issue ~~$450,000,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class A Floating Rate ~~Asset~~ Asset-Backed ~~Notes~~Notes in the aggregate principal amount of $340,000,000, Series 2014-A II (the “Class A Notes”), $~~39,062,000~~ 32,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class B ~~Asset~~ Fixed Rate Asset-Backed Notes, Series 2014-A II (the “Class B Notes”), $~~71,876,000~~ 17,000,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class C ~~Asset~~ Fixed Rate Asset-Backed Notes, Series 2014-A II (the “Class C Notes”), and $~~25,000,000~~ 11,000,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class D ~~Asset~~ Fixed Rate Asset-Backed Notes, ~~Series2014~~Series 2014-A II (the “Class D Notes”) (collectively, the Class A ~~Notes, the Class M~~ Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be ~~retained~~ purchased by ~~WFN LLC~~ the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and~~ Xxxxx Fargo Securities, LLC, ~~each~~ as a the representative of the Underwriters (as defined below) may be referred to herein ~~individually~~ as a “Representative~~” and collectively as the “Representatives~~.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~April 13, ~~2001~~2004 (as heretofore amended and supplemented, the “Trust Agreement”), between ~~WFN~~ WFB LLC, as transferor (the “Transferor”), and ~~U.S. Bank~~ Xxxxx Fargo Delaware Trust Company, National ~~Association (“U.S. Bank”)~~Association, as successor ~~to Chase Bank USA, National Association (“Chase”), as~~ owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~April 14, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2004. The Notes will be issued pursuant to a an Amended and Restated Master Indenture, dated as of ~~August 1~~December 6, ~~2001~~2013 (as heretofore amended, ~~as amended by the Omnibus Amendment referred to below~~restated, modified and supplemented, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013”), each between the Issuer and ~~Union Bank,~~ U.S. Bank National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Association, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A II Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~July 16, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “~~Collateral~~ Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ Cabela’s Master Credit Card ~~Master~~ Trust (“~~WFNMT~~CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~December 6, ~~1996~~2013 (the “Pooling and Servicing Agreement”), as ~~amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended~~ supplemented by the ~~Omnibus Amendment referred~~ Series 2004-1 Supplement to ~~below, the Second Amendment to Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~May 19~~April 14, 2004, as amended pursuant to the ~~Third~~ First Amendment to ~~Second~~ Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of ~~March 30~~August 31, ~~2005, the Fourth Amendment~~ 2005 and as further amended pursuant to the Second ~~Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth~~ Amendment to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment~~ Series 2004-1 Supplement to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 93, ~~2011~~2006 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))U.S. Bank National Association, as trustee (the “~~WFNMT~~ CMCCT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of ~~WFNMT~~ CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-label~~ credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to ~~WFNMT~~ CMCCT pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~February 4, ~~2001~~2003, ~~as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (as heretofore amended, the “Receivables Purchase Agreement”), between ~~WFN~~ WFB LLC and the Bank. The ~~Collateral~~ Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and ~~Servicing~~ Administration Agreement, dated as of ~~August 1~~April 14, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “~~TSA~~TAA”), among the Transferor, the ~~Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank~~Indenture Trustee, the Servicer, the ~~Issuer~~Bank, as administrator (the ~~WFNMT Trustee~~ “Administrator”) and the ~~Indenture Trustee~~Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to ~~an Administration Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer~~TAA. The ~~TSA~~TAA, the PSA, the Receivables Purchase Agreement, the ~~Indenture,~~ Indenture and the Trust ~~Agreement and the Administration~~ Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Cabela's Master Credit Card Trust)

Introductory. ~~WFN Credit Company~~B&G Foods, ~~LLC~~ Inc., a Delaware corporation (“~~WFN LLC~~Company”~~) proposes to cause World Financial Network Credit Card Master Note Trust~~ ), agrees with the several Underwriters named in Schedule A hereto (~~the~~ “~~Issuer~~Underwriters”) to issue and sell to the several Underwriters $~~450,000,000 aggregate~~ 700,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014-A~~ its 4.625% Senior Notes due 2021 (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D 2021 Notes”) ~~(collectively~~as set forth below, ~~the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred~~ to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued ~~pursuant~~ under an indenture, to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, be dated as of June 134, ~~2007,~~ 2013 (the ~~Supplemental Indenture No. 3 to Master~~ “Base Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), ~~as successor to~~ between the Company and The Bank of New York Mellon Trust Company, ~~N.A.~~ N.A., as trustee (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning First Supplemental Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~June 4, ~~2014~~ 2013 (the “~~Indenture Supplement” and~~First Supplemental Indenture”) to be entered into among the Company, ~~together with~~ the ~~Master~~ Guarantors and the Trustee (the Base Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”). The ~~primary asset of~~ Company’s obligations under the ~~Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust~~ 2021 Notes will be fully and unconditionally guaranteed (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral SupplementGuarantees” and, together with the ~~Amended and Restated Pooling and Servicing Agreement~~2021 Notes, the “~~PSA~~Securities”) as to the payment of principal, premium and interest, jointly and severally, initially by each of the Guarantors (on a senior unsecured basis) listed on the signature pages of this Agreement (each a “Guarantor” and, collectively, “Guarantors”). ~~The assets~~ In connection with the sale of ~~WFNMT include~~the Securities, ~~among other things, certain amounts~~ the Company (i) is making a tender offer to purchase for cash (“Tender Offer”) any and all of its outstanding 7.625% Senior Notes due 2018 (the “~~Receivables~~Existing Notes”) ~~on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT~~ issued pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreementthat certain base indenture, dated as of ~~August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28~~January 25, 2010 ~~and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration AgreementExisting Base Indenture”), between the ~~Bank~~Company and The Bank of New York Mellon, as ~~Administrator~~Trustee, ~~and~~ as supplemented by that certain first supplemental indenture dated as of January 25, 2010 (the ~~Issuer. The TSA~~“Existing First Supplemental Indenture”) among the Company, the ~~PSA~~guarantors party thereto and The Bank of New York Mellon, as Trustee (the ~~Receivables Purchase Agreement,~~ Existing Base Indenture as supplemented by the Existing First Supplemental Indenture, the ~~Trust Agreement~~ “Existing Indenture”) and is soliciting (“Solicitation”) consents (“Consents”) of the ~~Administration Agreement are referred~~ holders of the Existing Notes to ~~herein~~certain amendments to the Existing Indenture (“Proposed Amendments”); (ii) will accept for purchase, ~~collectively~~subject to certain conditions, all Existing Notes that have been validly tendered or delivered, as the ~~“Program Documents~~case may be, and not withdrawn; and (iii) will, assuming receipt of the requisite Consents, effectuate the Proposed Amendments by executing (including execution by any guarantors party thereto) a second supplemental indenture to the Existing Indenture.~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

Introductory. ~~WFN Credit Company~~Conn Appliances Receivables Funding, LLC (the “~~WFN LLC~~Depositor”) proposes to ~~cause World Financial Network Credit Card Master Note Trust~~ sell to you as initial purchaser (the “Initial Purchaser”) $70,510,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2016-A (the “Purchased Notes”) issued by Conn’s Receivables Funding 2016-A, LLC (the “Issuer”) ~~to issue~~ on March 17, 2016 (the “Initial Closing Date”). On the Initial Closing Date, the Issuer also sold $~~450,000,000~~ 432,030,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ Asset Backed Fixed Rate Notes, Class A, Series ~~2014~~2016-A (the “Class A Notes”), ) and $~~39,062,000~~ 70,510,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ Asset Backed Fixed Rate Notes, ~~Series 2014-A (the “~~Class ~~M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes~~B, Series ~~2014~~2016-A (the “Class B Notes” and, together with the Class A Notes, the “Previously Purchased Notes”). The Purchased Notes, ~~$71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C~~ the Previously Purchased Notes and the Asset Backed Class R Notes, Series ~~2014~~2016-A (the “Class C R Notes” and, collectively with the Purchased Notes and the Previously Purchased Notes, the “Notes”) were issued pursuant to a Base Indenture, dated as of the Initial Closing Date (the “Base Indenture”), ~~and $25,000,000 aggregate principal amount~~ as supplemented by a Supplemental Indenture, dated as of ~~World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A~~ the Initial Closing Date (the ~~“Class D Notes”) (collectively~~Base Indenture, as supplemented by such Supplemental Indenture, the ~~Class A Notes~~“Indenture”), each between the Issuer and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the ~~Class M Notes, the Class B Notes, the Class C~~ “Trustee”). The Purchased Notes and the Class D R Notes were retained by the Depositor on the Initial Closing Date. The Purchased Notes are being sold herein and the Class R Notes are still retained by the Depositor as of the date hereof. The Notes are secured by the assets of the Issuer, which consists primarily of a certificate (the “~~Notes~~Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2016-A Trust (the “Receivables Trust”). The ~~Class A Notes are referred to herein as~~ Receivables Trust Certificate was issued pursuant to, and the ~~“Underwritten Notes”. The Class M Notes~~Receivables Trust is governed by, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative terms of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of ~~August 1~~March 17, ~~2001, between WFN LLC, as transferor~~ 2016 (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”~~), and (b~~) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the ~~Issuer~~ Depositor and ~~Union Bank~~Wilmington Trust, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “~~Indenture~~ Receivables Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the ~~Issuer is a certificate~~ Receivables Trust consist primarily of certain retail installment sales contracts (the “~~Collateral Certificate~~Receivables”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust~~ made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“~~WFNMT~~Conn Appliances”), ~~issued~~ which were previously conveyed to Conn Credit I, L.P. (the “Seller”) and certain related rights. The Receivables Trust Certificate was sold to the Issuer pursuant to the ~~Second Amended~~ terms of a Purchase and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Sale Agreement, dated as of March 3017, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer 2016 (the “~~Servicer”),~~ Purchase and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Sale Agreement”), by between the Depositor and ~~among~~ the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”)Issuer. The Receivables ~~are transferred~~ were sold (i) by the ~~Transferor to WFNMT pursuant~~ Seller to the ~~Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank~~ Depositor pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~March 17, ~~2001~~2016 (the “First Receivables Purchase Agreement”), ~~as amended~~ between the Seller and the Depositor, and (ii) by the ~~First Amendment~~ Depositor to the Receivables Trust pursuant to a Receivables Purchase Agreement, dated as of ~~June 28~~March 17, ~~2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2016 (~~as heretofore amended,~~ the “Second Receivables Purchase Agreement”), between ~~WFN LLC~~ the Depositor and the ~~Bank~~Receivables Trust. The ~~Collateral Certificate has been transferred~~ Receivables are serviced for the Receivables Trust by ~~the Transferor to the Issuer~~ Conn Appliances pursuant to the ~~Transfer and Servicing Agreement, dated as~~ terms of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and a Servicing Agreement, dated as of March 3017, ~~2005~~2016 (the “Servicing Agreement”), among the Issuer, the ~~Fifth Amendment~~ Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) acts as the back-up servicer of the Receivables pursuant to the ~~Transfer and~~ terms of a Back-Up Servicing Agreement, dated as of ~~June 13~~March 17, ~~2007,~~ 2016 (the ~~Sixth Amendment to the Transfer and~~ “Back-Up Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the ~~Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank~~Receivables Trust, the Servicer, the Issuer, the ~~WFNMT~~ Trustee and SST, as back-up servicer (in such capacity, the ~~Indenture Trustee~~“Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller entered into an Intercreditor Agreement, dated as of March 17, 2016 (as amended, the “Intercreditor Agreement”), with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The ~~Bank has~~ Initial Purchaser, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” for the Class C Notes shall be October 12, 2016, at 11:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to ~~provide notices~~ in writing by the Initial Purchaser and ~~perform on behalf~~ the Depositor). The terms of the Purchased Notes are set forth in the Offering Memorandum. Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer ~~certain other administrative obligations required by~~ agrees to sell the ~~TSA~~Purchased Notes to the Initial Purchaser. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the ~~Master Indenture~~ Purchase and ~~each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration~~ Sale Agreement, ~~dated as of August 1, 2001, as amended by~~ the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the ~~Indenture~~Second Receivables Purchase Agreement, the ~~Trust~~ Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and ~~the Administration~~ this Agreement are ~~referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is~~ collectively referred to herein as the “Transaction Documents”. On March 11, 2016, the Issuer prepared an offering memorandum (the “Initial Offering Memorandum”) for the issuance and sale of the Previously Purchased Notes. Prior to 2:06 p.m. New York City time on October 7, 2016 (i.e., the date and time the first Contract of Sale (as defined below) for the Purchased Notes (the “Time of Sale”) was entered into, as designated by the Initial Purchaser), the Issuer had prepared the amended and restated Offering Memorandum, dated October 6, 2016 (the “Offering Memorandum”). The Offering Memorandum shall constitute the “Time of Sale Information” for purposes hereof. Any reference in this ~~“Agreement.” To~~ Agreement to the ~~extent not defined herein~~Offering Memorandum will be deemed to refer to and include the Servicer Reports attached thereto, ~~capitalized terms used herein have~~ any exhibits thereto and any documents incorporated by reference therein as of the ~~meanings assigned~~ date of the Offering Memorandum. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the ~~Program Documents~~light of the circumstances under which they were made, not misleading, and the Initial Purchaser terminates its existing Contracts of Sale and enters into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Offering Memorandum approved by the Issuer and the Initial Purchaser that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Offering Memorandum and the other Time of Sale Information, if any, in connection with the offering and resale of the Purchased Notes by the Initial Purchaser in accordance with the terms hereof. The Initial Purchaser, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. The Purchased Notes are represented by one or more global notes in fully registered form without coupons.

Appears in 1 contract

Samples: Note Purchase Agreement (Conns Inc)

Introductory. ~~WFN~~ Credit ~~Company~~Suisse First Boston Mortgage Securities Corp., ~~LLC~~ a corporation organized and existing under the laws of the State of Delaware (~~“WFN LLC”)~~ the "Depositor"), proposes to ~~cause World Financial Network Credit Card Master Note Trust (the “Issuer”)~~ sell to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014-A (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) ~~may be referred to herein individually as a “Representative” and collectively~~ eleven (11) classes of Mortgage Pass-Through Certificates, Series 2002-2. Such classes have been designated as the ~~“Representatives.”~~ Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (together, the "Non-Offered Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The ~~Issuer is a Delaware statutory trust formed pursuant to (a) an Amended~~ Offered Certificates and ~~Restated~~ the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust ~~Agreement, dated as of August 1, 2001, between WFN LLC, as transferor~~ 2002-2 (the ~~“Transferor”~~"Trust")~~, and U.S. Bank~~ . The assets of the Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee~~ will consist primarily of a pool of certain home equity loans (the ~~“Owner Trustee”), as supplemented~~ "Mortgage Loans") conveyed to the Trust by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued Depositor pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 131, ~~2007,~~ 2002 (the ~~Fifth Amendment to the Second Amended and Restated~~ "Pooling and Servicing Agreement"), ~~dated~~ among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee (the "Trustee"), with an aggregate principal balance expected to be approximately $380,000,000 as of ~~October 26~~June 27, ~~2007,~~ 2002 (the ~~Sixth Amendment~~ "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the ~~Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment~~ Trust will first be transferred to the ~~Second Amended and Restated Pooling and Servicing~~ Depositor by ABFS 2002-2, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of June 281, ~~2010~~ 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the ~~Eighth Amendment~~ "Originators" and, together with the Seller, the "ABFS Entities"). The Mortgage Loans and other property to be sold by the Seller to the ~~Second Amended and Restated~~ Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement. The Certificates are to be issued pursuant to the Pooling and Servicing Agreement, ~~dated as of November 9, 2011, each among~~ and are more fully described in the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and AcceptanceProspectus Supplement, dated as of June 2621, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement 2002 relating to the ~~Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001~~ Offered Certificates (~~as heretofore amended, the “Collateral Supplement” and,~~ together with the ~~Amended~~ Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended. The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and ~~Restated~~ the several underwriters listed on Schedule I thereto (the "Underwriters") relating to the sale of the Offered Certificates. The Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Unaffiliated Seller's Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the ~~Issuer. References to the “Omnibus Amendment”~~ Underwriting Agreement shall be collectively defined herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Basic Documents.~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized~~ " Capitalized terms used herein and not otherwise defined shall have the meanings ~~assigned~~ given them in the ~~Program Documents~~Underwriting Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (American Business Financial Services Inc /De/)

Introductory. ~~WFN Credit Company~~WFB Funding, LLC (“~~WFN~~ WFB LLC”) proposes to cause ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust (the “Issuer”) to issue ~~$450,000,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class A A-1 Fixed Rate Asset-Backed Notes in the aggregate principal amount of $570,000,000, Series 2016-I (the “Class A-1 Notes”) and Class A-2 Floating Rate ~~Asset~~ Asset-Backed Notes in the aggregate principal amount of $280,000,000, Series 2016-I (the “Class A-2 Notes” and, together with the Class A-1 Notes, ~~Series 2014-A (~~the “Class A Notes”), $~~39,062,000~~ 80,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class B ~~Asset~~ Fixed Rate Asset-Backed Notes, Series ~~2014~~2016-A I (the “Class B Notes”), $~~71,876,000~~ 42,500,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class C ~~Asset~~ Fixed Rate Asset-Backed Notes, Series ~~2014~~2016-A I (the “Class C Notes”), and $~~25,000,000~~ 27,500,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class D ~~Asset~~ Fixed Rate Asset-Backed Notes, ~~Series2014~~Series 2016-A I (the “Class D Notes”) (collectively, the Class A ~~Notes, the Class M~~ Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be ~~retained~~ purchased by ~~WFN LLC~~ the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and~~ Xxxxx Fargo Securities, LLC, ~~each~~ as a the representative of the Underwriters (as defined below) may be referred to herein ~~individually as a “Representative” and collectively~~ as the “~~Representatives~~Representative.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~April 13, ~~2001~~2004 (as heretofore amended and supplemented, the “Trust Agreement”), between ~~WFN~~ WFB LLC, as transferor (the “Transferor”), and ~~U.S. Bank~~ Xxxxx Fargo Delaware Trust Company, National ~~Association (“U.S. Bank”)~~Association, as successor ~~to Chase Bank USA, National Association (“Chase”), as~~ owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~April 14, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2004. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Second Amended and Restated Master Indenture, dated as of June 1314, ~~2007~~2016 (as heretofore amended, restated, modified and supplemented, the ~~Supplemental Indenture No. 3 to~~ “Master Indenture~~, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~”), each between the Issuer and ~~Union Bank,~~ U.S. Bank National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Association, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2016-A I Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~June 29, ~~2014~~ 2016 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “~~Collateral~~ Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ Cabela’s Master Credit Card ~~Master~~ Trust (“~~WFNMT~~CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third ~~Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of June 1314, ~~2007~~2016 (the “Pooling and Servicing Agreement”), as supplemented by the ~~Fifth Amendment~~ Series 2004-1 Supplement to ~~the Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~October 26~~April 14, ~~2007~~2004, as amended pursuant to the ~~Sixth~~ First Amendment to ~~the Second~~ Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of ~~May 27~~August 31, ~~2008~~2005, ~~the Seventh Amendment~~ as further amended pursuant to the Second Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2006 and as further amended pursuant to the Third Amendment to Series 2004-1 Supplement to Third Amended and Restated Pooling and Servicing Agreement, dated as of June 2814, ~~2010 and~~ 2016 (as heretofore amended, the ~~Eighth Amendment to~~ “2004-1 Supplement” and, together with the ~~Second Amended and Restated~~ Pooling and Servicing Agreement, ~~dated as of November 9, 2011~~the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))U.S. Bank National Association, as trustee (the “~~WFNMT~~ CMCCT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of ~~WFNMT~~ CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-label~~ credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to ~~WFNMT~~ CMCCT pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to ~~a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the~~ Amended and Restated Receivables Purchase Agreement, dated as of June 2814, ~~2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2016 (as heretofore amended, the “Receivables Purchase Agreement”), between ~~WFN~~ WFB LLC and the Bank. The ~~Collateral~~ Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and ~~Servicing~~ Administration Agreement, dated as of ~~August 1~~April 14, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “~~TSA~~TAA”), among the Transferor, the ~~Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank~~Indenture Trustee, the Servicer, the Bank, as administrator (the “Administrator”) and the Issuer. The Receivables will be subject to review, in certain circumstances, by Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of June 14, 2016 (the “Asset Representations Review Agreement”), among the Bank, the ~~WFNMT Trustee~~ Transferor, the Servicer and the ~~Indenture Trustee~~Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to ~~an Administration Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer~~TAA. The ~~TSA~~TAA, the PSA, the Receivables Purchase Agreement, the Indenture, the ~~Trust~~ Asset Representations Review Agreement and the ~~Administration~~ Trust Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Cabela's Credit Card Master Note Trust)

Introductory. ~~WFN Credit Company~~World Omni Auto Leasing LLC, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware limited liability company (the “~~Issuer~~Depositor”) ), and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you (collectively, the “Underwriters”), that the Depositor will sell to ~~issue~~ the Underwriters $~~450,000,000~~ 99,210,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ 0.30137% Asset Backed Notes, ~~Series 2014-A~~ Class A-1 (the “Class A A-1 Notes”), $~~39,062,000~~ 249,050,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ 0.81% Asset Backed Notes, ~~Series 2014-A~~ Class A-2 (the “Class M A-2 Notes”), $~~39,062,000~~ 249,450,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class B~~ 1.49% Asset Backed Notes, ~~Series 2014-A~~ Class A-3 (the “Class A-3 Notes”), $86,660,000 aggregate principal amount of 1.78% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $32,390,000 aggregate principal amount of 2.10% Asset Backed Notes, Class B (the “Class B Notes”~~), $71,876,000 aggregate principal amount~~ ) of World ~~Financial Network Credit Card Master Note~~ Omni Automobile Lease Securitization Trust ~~Class C Asset Backed Notes, Series 2014~~2011-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class ~~C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed~~ A-1 Notes, ~~Series2014-A (the “~~Class ~~D Notes”) (collectively, the Class A~~ A-2 Notes, ~~the~~ Class M A-3 Notes, ~~the~~ Class ~~B Notes, the Class C~~ A-4 Notes and the Class D B Notes are ~~the “Notes”). The Class A Notes are~~ collectively referred to herein as the “~~Underwritten~~ Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to ~~a Master~~ an Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), to be dated as of ~~August 1~~the Closing Date, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the ~~Issuer~~ Trust and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Mellon, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “~~Administrator~~Indenture Trustee”), . The Depositor will retain the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 asset backed certificates (the “~~Successor Indenture Trustee Agreement~~Certificates”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect ) issued pursuant to ~~the Notes~~a trust agreement, to be dated as of ~~February 19~~the Closing Date, ~~2014~~ between the Depositor and U.S. Bank Trust National Association, as owner trustee (~~the “Indenture Supplement” and, together with the Master Indenture~~in such capacity, the “~~Indenture~~Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The ~~primary asset~~ Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The Notes will be secured by the assets of the ~~Issuer is a certificate~~ Trust which will include, among other things, the Exchange Note (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009, as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the “Closed-End Collateral ~~Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT~~Agent”), ~~issued~~ Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and the secured parties from time to time named therein (as amended, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 2011-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among XXXX, XXX, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by XXX from the Warehouse Facility Lenders under the respective Warehouse Facilities and certain additional advances made by XXX to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of new automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after April 8, 2011 (the “Cutoff Date”). XXX will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the ~~Second~~ Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2011-A to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), which supplements that certain Fifth Amended and Restated ~~Pooling and~~ Servicing Agreement, dated as of ~~January 17~~December 15, ~~1996~~2009, among World Omni, as ~~amended and restated as of September 17~~closed-end servicer, ~~1999~~WOLT, as ~~amended and restated a second time as of August 1~~titling trust, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the ~~Eighth Amendment~~ Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to ~~the Second Amended and Restated Pooling and Servicing Agreement~~time, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and including as supplemented by the ~~Agreement of Resignation~~Exchange Note Servicing Supplement, ~~Appointment and Acceptance~~the “Servicing Agreement”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in (i) Appendix A to the Indenture or (ii) if not defined therein, in Appendix A to the Collateral Agency Agreement. As used herein, the term “Basic Documents” refers to the Indenture, the Collateral Agency Agreement, the Closed-End Administration Agreement, the Titling Trust Agreement, the Intercreditor Agreement, the Master Exchange Agreement, the Exchange Note Supplement, the Exchange Note Sale Agreement, the Exchange Note Transfer Agreement, the Security Agreement, the Servicing Agreement, the Administration Agreement, to be dated as of ~~May 27, 2008~~the Closing Date, by and among the ~~Transferor~~Trust, ~~BNYMTC~~World Omni, as ~~resigning WFNMT Trustee~~administrator, and ~~BNYMTCNA~~the Indenture Trustee and the Issuer Letter of Representations, ~~as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance,~~ to be dated as of ~~June 26~~the Closing Date, ~~2012~~ between the Trust and The Depository Trust Company. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:10 p.m. on April 27, 2011, (the “~~Successor Trustee Agreement~~Time of Sale”), ~~by and among~~ the ~~Transferor, BNYMTCNA~~Depositor had prepared the following information (together, as ~~resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented~~a whole, the “~~Amended~~ Time of Sale Information”): (i) the preliminary prospectus supplement dated April 18, 2011, and ~~Restated Pooling and Servicing Agreement~~the base prospectus dated April 18, 2011 (together, along with any information referred to under the caption “Static Pool Information” therein, the “Preliminary Prospectus”), and ~~as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001~~ (ii) each “free writing prospectus” (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts defined pursuant to Rule 405 of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as Securities Act of ~~August 1, 2001~~1933, as amended ~~by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.the

Appears in 1 contract

Samples: Underwriting Agreement (World Omni Automobile Lease Securitization Trust 2011-A)

Introductory. ~~WFN Credit Company~~American Honda Receivables Corp., ~~LLC~~ a California corporation (~~“WFN LLC”) proposes~~ the "COMPANY"), proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit Card Master Note~~ the Honda Auto Receivables 2001-2 Owner Trust (the ~~“Issuer”~~"TRUST") to issue and sell $~~450,000,000~~ 440,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ 3.73% Asset Backed Notes, ~~Series 2014-A~~ Class A-1 (the ~~“Class A Notes”~~"CLASS A-1 NOTES"), $~~39,062,000~~ 410,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ 4.11% Asset Backed Notes, ~~Series 2014-A~~ Class A-2 (the ~~“Class M Notes”~~"CLASS A-2 NOTES"), $~~39,062,000~~ 520,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class B~~ 4.67% Asset Backed Notes, ~~Series 2014-A~~ Class A-3 (the ~~“Class B Notes”),~~ "CLASS A-3 NOTES") and $~~71,876,000~~ 204,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class C~~ 5.09% Asset Backed Notes, ~~Series 2014-A~~ Class A-4 (the ~~“Class C Notes”),~~ "CLASS A-4 NOTES" and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A A-1 Notes, the Class ~~M Notes, the Class B Notes, the Class C~~ A-2 Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”"NOTES"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to ~~a Master~~ the Indenture, to be dated as of ~~August~~ July 1, ~~2001~~2001 (the "INDENTURE"), between the Trust and The Chase Manhattan Bank (the "INDENTURE TRUSTEE"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $44,603,016.50 aggregate principal amount of certificates of beneficial interest (the "CERTIFICATES"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated July 24, 2001 (the "TRUST AGREEMENT"), between the Company and Bankers Trust (Delaware), as ~~amended~~ owner trustee (the "Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "RECEIVABLES"), with respect to Actuarial Receivables, certain monies due thereunder on or after July 1, 2001 (the "CUTOFF DATE"), and with respect to Simple Interest Receivables, certain monies due or received thereunder on or after the Cutoff Date, such Receivables to be sold to the Trust by the ~~Omnibus Amendment referred~~ Company and to ~~below~~be serviced for the Trust by American Honda Finance Corporation ("AHFC" or, in its capacity as servicer, the ~~Supplemental Indenture No~~"SERVICER"). 1 Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, to ~~Master Indenture,~~ be dated as of ~~August 13~~July 1, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) 2001 (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”"SALE AND SERVICING AGREEMENT"), by and among the ~~Administrator~~Trust, the ~~Issuer~~Company and the Servicer or, ~~BNYMTCNA~~if not defined therein, ~~as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented~~in the Indenture, the ~~“Master Indenture”), and as further supplemented by~~ Trust Agreement or the ~~Series 2014-A Indenture Supplement with respect to the Notes~~Receivables Purchase Agreement, to be dated as of ~~February 19~~July 1, ~~2014~~ 2001 between AHFC and the Company (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)"RECEIVABLES PURCHASE AGREEMENT"), as ~~trustee (~~the ~~“WFNMT Trustee”)~~case may be. As used herein, ~~and as supplemented by~~ "BASIC DOCUMENTS" shall have the ~~Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among~~ meaning specified in the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling Sale and Servicing Agreement. The ~~Receivables transferred to WFNMT by~~ Company hereby agrees with the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 several Underwriters named in Schedule A hereto (~~as heretofore amended~~collectively, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated "UNDERWRITERS") as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.follows:

Appears in 1 contract

Samples: Underwriting Agreement (American Honda Receivables Corp Honda Auto Re 2001-2 Own Tr)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 355,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2004-A C (the “Class A Notes”), $~~39,062,000~~ 16,875,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Floating Rate Asset Backed Notes, Series ~~2014~~2004-A C (the “Class M Notes”), $~~39,062,000~~ 21,375,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series ~~2014~~2004-A C (the “Class B Notes”), and $~~71,876,000 aggregate~~ 56,250,000 principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series ~~2014~~2004-A C (the “Class C Notes”)” and, ~~and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A Notes, the Class M ~~Notes,~~ Notes and the Class B Notes, ~~the Class C Notes and the Class D Notes are~~ the “Notes”). The Class A Notes, the Class M Notes and the Class B Notes are referred to ~~herein~~ herein, collectively, as the “~~Underwritten~~ Offered Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001~~2001 (the “Trust Agreement”), between WFN LLC, as transferor (the “Transferor”), and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to~~ Chase Manhattan Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001~~, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, and as amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003 (as heretofore amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust ~~Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Company, as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~0000-~~A Indenture~~ X Xxxxxxxxx Supplement with respect to the Notes, to be dated as of ~~February 19~~September 22, ~~2014~~ 2004 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as further amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003, and as further amended as of May 19, 2004 (as heretofore amended, the ~~Second Amendment to Second~~ “Amended and Restated Pooling and Servicing Agreement”), dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, World Financial Network National Bank (the “Bank”), as servicer (the “Servicer”), and ~~Union Bank, as successor to BNYMTCNA~~ BNY Midwest Trust Company (~~the successor in interest to the corporate trust administration of BNYMTC (the successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, ~~2001~~ 2002 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-~~private label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended ~~by the First Amendment to the Transfer and Servicing Agreement, dated~~ as of November 7, 2002, ~~the Omnibus Amendment referred to below~~as further amended as of March 31, ~~the Third Amendment to the Transfer~~ 2003, and ~~Servicing Agreement, dated~~ as further amended as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA~~, the Trust Agreement~~, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2001 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. The Class C Notes will be sold pursuant to a Class C Note Purchase Agreement, to be dated as of September 22, 2004 (the “Class C Note Purchase Agreement” and, together with the Program Documents, the “Transaction Documents”), among the Issuer, the Bank, WFN LLC and the initial purchaser of the Class C Notes named therein. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “Class A Underwriters”), the underwriters for the Class M Notes listed on Schedule A hereto (the “Class M Underwriters”) and the underwriters for the Class B Notes listed on Schedule A hereto (the “Class B Underwriters” and, together with the Class A Underwriters and the Class M Underwriters, the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 200,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2006-A7) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2006-A7) Notes” or the “Offered Notes”), ) and $~~39,062,000~~ 140,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class M C(2006-C1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class M C(2006-C1) Notes~~”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ ” and together with the Class ~~B Asset Backed~~ A(2006-A7) Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation~~Class A(2006-A7) Terms Document and the Class C(2006-C1) Terms Document, ~~Appointment and Acceptance,~~ each dated as of ~~June 26~~December 5, ~~2012~~ 2006 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms documents, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Advanta Business (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit~~ Rental Car Finance Corp., an Oklahoma corporation (the “Company”) and a wholly-owned subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), proposes, subject to the terms and conditions stated herein, to issue and sell to Deutsche Bank Securities Inc. (“Deutsche Bank”), X.X. Xxxxxx Securities LLC (“~~WFN LLC~~JPMorgan”), RBS Securities Inc. (“RBS”) ~~proposes to cause World Financial Network Credit Card Master Note Trust~~ and Scotia Capital (USA) Inc. (“Scotia”) (each an “Initial Purchaser” and together, the “~~Issuer~~Initial Purchasers”) ~~to issue~~ (i) $~~450,000,000 aggregate~~ 420,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ its Series 2011-1 2.51% Rental Car Asset Backed Notes, ~~Series 2014-~~Class A (the “Class A Notes”), ) and (ii) $~~39,062,000 aggregate~~ 80,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ its Series 2011-1 4.38% Rental Car Asset Backed Notes, ~~Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ Class B ~~Asset Backed Notes, Series 2014-A~~ (the “Class B Notes”)” and, $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, together with the Class A Notes, the ~~Class M Notes~~“Offered Securities”) to be issued under (i) the Amended and Restated Base Indenture dated as of February 14, ~~the Class B Notes, the Class C Notes and the Class D Notes are~~ 2007 (the “~~Notes~~Base Indenture”) and (ii) the Series 2011-1 Supplement to the Base Indenture, dated as of July 28, 2011 (the “Series 2011-1 Supplement”)~~. The Class A Notes are~~ , between the Company and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) (the Base Indenture, as supplemented by the Series 2011-1 Supplement, is referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes TransactionSeries 2011-1 Indenture”). ~~X.X. Xxxxxx~~ The Offered Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ will be offered and ~~Xxxxx Fargo Securities, LLC, each as~~ sold to the Initial Purchasers on a ~~representative~~ private placement basis without being registered under the Securities Act of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC1933, as ~~transferor~~ amended (the “~~Transferor~~Securities Act”), pursuant to an exemption from the registration requirements of the Securities Act. In connection with the offer and ~~U.S. Bank Trust National Association~~ sale of the Offered Securities, the Company and DTAG have prepared a preliminary offering circular (~~“U.S. Bank”)~~including any documents incorporated by reference therein, ~~as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (~~the “~~Owner Trustee~~Preliminary Base Offering Circular”), as supplemented by the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~preliminary offering circular supplement thereto, dated as of ~~September 29~~July 18, ~~2006,~~ 2011 (including any documents incorporated by ~~and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented~~reference therein, the “~~Trust Agreement~~Preliminary Offering Circular Supplement”), ~~and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001,~~ as ~~amended~~ supplemented by the ~~Certificate of Amendment~~ supplement to ~~Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with~~ the ~~Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture~~Preliminary Offering Circular Supplement, dated as of ~~August 1~~July 21, ~~2001, as amended~~ 2011 (including any documents incorporated by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacityreference therein, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement ~~with respect~~ to ~~the Notes, to be dated as of February 19, 2014 (the “Indenture~~ Preliminary Offering Circular Supplement” and, together with the ~~Master Indenture~~Preliminary Base Offering Circular and the Preliminary Offering Circular Supplement, the “~~Indenture~~Preliminary OC”)~~. The primary asset~~ , which describe the terms of the ~~Issuer is~~ Offered Securities, the terms of the offering, the Company, its business and assets, and have prepared a ~~certificate~~ pricing term sheet substantially in the form attached hereto as Annex I (the “~~Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT~~Pricing Term Sheet”), ~~issued pursuant to~~ which sets forth the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts terms of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor Offered Securities omitted from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program DocumentsPreliminary OC.~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Note Purchase Agreement (Dollar Thrifty Automotive Group Inc)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 355,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2004-A B (the “Class A Notes”), $~~39,062,000~~ 16,875,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Floating Rate Asset Backed Notes, Series ~~2014~~2004-A B (the “Class M Notes”), $~~39,062,000~~ 21,375,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series ~~2014~~2004-A B (the “Class B Notes”), and $~~71,876,000 aggregate~~ 56,250,000 principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series ~~2014~~2004-A B (the “Class C Notes”)” and, ~~and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A Notes, the Class M ~~Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the~~ “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001~~2001 (the “Trust Agreement”), between WFN LLC, as transferor (the “Transferor”), and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to~~ Chase Manhattan Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001~~, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, and as amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003 (as heretofore amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust ~~Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Company, as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2004-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~September 22, ~~2014~~ 2004 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as further amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003, and as further amended as of May 19, 2004 (as heretofore amended, the ~~Second Amendment to Second~~ “Amended and Restated Pooling and Servicing Agreement”), dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, World Financial Network National Bank (the “Bank”), as servicer (the “Servicer”), and ~~Union Bank, as successor to BNYMTCNA~~ BNY Midwest Trust Company (~~the successor in interest to the corporate trust administration of BNYMTC (the successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, ~~2001~~ 2002 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-~~private label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended ~~by the First Amendment to the Transfer and Servicing Agreement, dated~~ as of November 7, 2002, ~~the Omnibus Amendment referred to below~~as further amended as of March 31, ~~the Third Amendment to the Transfer~~ 2003, and ~~Servicing Agreement, dated~~ as further amended as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA~~, the Trust Agreement~~, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2001 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “Class A Underwriters”), the underwriters for the Class M Notes listed on Schedule A hereto (the “Class M Underwriters”), the underwriters for the Class B Notes listed on Schedule A hereto (the “Class B Underwriters”) and the underwriters for the Class C Notes listed on Schedule A hereto (the “Class C Underwriters” and, together with the Class A Underwriters, the Class M Underwriters and Class B Underwriters, the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 350,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑C (the “"Class A Notes”"), $~~39,062,000~~ 21,875,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑C (the “"Class M Notes”"), $~~39,062,000~~ 17,270,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑C (the “"Class B Notes”"), $~~71,876,000~~ 51,809,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series ~~2014-A~~ 2016‑C (the “"Class C Notes”"), and $~~25,000,000~~ 19,573,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014-A~~ Series 2016‑C (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes and the Class M Notes are referred to collectively herein as the “"Underwritten Notes”". The ~~Class M Notes, the~~ Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). X.X. Xxxxxx Securities LLC, ~~Xxxxxxx Lynch~~Mizuho Securities USA Inc., ~~Pierce, Xxxxxx & Xxxxx Incorporated~~ and ~~Xxxxx Fargo Securities, LLC~~MUFG Securities Americas Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014-A~~ 2016‑C Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 3, ~~2014~~ 2016 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: World Financial Network Credit Card Master Note Trust

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (~~“WFN~~ "FNF LLC”) " or the "Transferor"), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “"Issuer”") to issue and sell $~~450,000,000 aggregate~~ 411,250,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A Floating Rate Asset Backed Notes, Series ~~2014~~2003-A 2 (the “"Class A Notes”"), $~~39,062,000 aggregate~~ 40,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class M B 3.08% Asset Backed Notes, Series ~~2014~~2003-A 2 (the “"Class M B Notes~~”),~~ ") and $~~39,062,000 aggregate~~ 48,750,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class B C 3.70% Asset Backed Notes, Series ~~2014~~2003-A 2 (the ~~“Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “~~"Class C Notes”)", and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the “~~"Notes~~”). The Class A Notes are referred~~ ") to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as~~ Representatives (the “"Representatives.” "). The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001~~2002 (the "Trust Agreement"), between ~~WFN LLC, as transferor~~ the Transferor and Wilmington Trust Company (~~the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”~~"WTC"), as owner trustee (the “"Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York ~~Mellon Trust Company, N.A.~~ (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)"BONY"), as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~0000-~~A Indenture~~ 0 Xxxxxxxxx Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19~~November 17, ~~2014~~ 2003 (the “"Indenture Supplement~~” and,~~ ," and together with the Master Indenture, the “"Indenture”"). ~~The~~ Initially, the primary asset of the Issuer is will be a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the ~~World Financial Network~~ First Bankcard Master Credit Card ~~Master~~ Trust (~~“WFNMT”~~the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~October 24, ~~1996,~~ 2002 (as amended and ~~restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below~~supplemented, the ~~Second Amendment to Second Amended and Restated~~ "Pooling and Servicing Agreement"), ~~dated~~ among FNF LLC, First National Bank of Omaha, a national banking association (the "Bank"), as ~~of May 19~~servicer (the "Servicer") and BONY, ~~2004~~as trustee (the "Certificate Trust Trustee"), and the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing AgreementCollateral Series Supplement, dated as of October 2624, ~~2007~~2002, ~~the Sixth Amendment~~ to the ~~Second Amended and Restated~~ Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer Agreement (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement~~” and,~~ " and together with the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”~~"Pooling and Servicing Agreement"). The assets of ~~WFNMT~~ the Certificate Trust include, among other things, certain amounts due (the “"Receivables”") on a ~~pool~~ portfolio of ~~private-label~~ Visa(R) and MasterCard(R) revolving credit card accounts of owned by the Bank (the “"Accounts”"). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Certificate Trust pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate ~~has been~~ was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”")~~, among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003~~, among the Transferor, the Bank, ~~the~~ as Servicer, and the Issuer~~, the WFNMT Trustee and the Indenture Trustee~~. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of ~~notes~~ Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA~~Transfer and Servicing Agreement, the ~~PSA~~Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters") the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: First National Funding LLC

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 320,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class A ~~Floating Rate~~ Asset Backed Notes, Series ~~2014~~2000-A C (the “"Class A Notes”"), $~~39,062,000~~ 38,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note~~ Trust Class B Asset Backed Notes, Series ~~2014~~2000-A C (the “"Class B Notes”"), $~~71,876,000~~ 28,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class C Asset Backed Notes, Series ~~2014~~2000-A C (the “"Class C Notes”)" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and $~~25,000,000~~ 14,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class D Asset Backed Notes, ~~Series2014~~Series 2000-A C (the “"Class D Notes~~”) (collectively,~~ " and together with the Class A Notes, the Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ C Notes, the ~~Class B~~ "Notes~~, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”~~"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon~~ Bankers Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2000-~~A Indenture Supplement~~ X Xxxxxxxxx Xxxplement with respect to the ~~Notes, to be~~ Notes dated as of ~~February 19~~November 16, ~~2014~~ 2000 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”"). The ~~primary asset~~ assets of the Issuer is will include, among other things, Receivables in a ~~certificate (~~portfolio of MasterCard business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001, and as amended as of November 7, 2001~~ 2000 (~~as heretofore amended,~~ the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling~~ "Transfer and Servicing Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the ~~“PSA”~~"Servicer")~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, 2 pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Company and Advanta. Advanta has granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the Transfer and Servicing~~ "Security Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between ~~the Bank~~Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters"), and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Advanta Business Recievables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 355,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2010-A (the “Class A Notes”), $~~39,062,000~~ 16,875,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2010-A (the “Class M Notes”), $~~39,062,000~~ 21,375,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2010-A (the “Class B Notes”), and $~~71,876,000~~ 56,250,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2010-A (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes, the Class M Notes ~~are~~ and the Class B Notes referred to collectively herein as the “Underwritten Notes”. The Class ~~M Notes, the Class B Notes, the Class~~ C Notes ~~and the Class D Notes (referred to collectively herein as the “Retained Notes”)~~ will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx~~ Barclays Capital Inc. and Banc of America Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities,~~ LLC, each as a representative of the Class A Underwriters (as defined below) ), may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, ~~2008,~~ 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~2010, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity Bank (formerly known as~~ the World Financial Network ~~Bank)~~ National Bank (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2010-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~July 8, ~~2014~~ 2010 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, ~~2008,~~ 2008 and the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011~~2010, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration of~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 ~~and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, ~~2007,~~ 2007 and the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, ~~2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011~~ 2010 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (WFN Credit Co LLC)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 300,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2018-A C (the “"Class A Notes”"), $~~39,062,000~~ 22,297,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2018-A C (the “"Class M Notes~~”),~~ ") and $~~39,062,000~~ 15,203,000 aggregate WFN 2018-C Underwriting Agreement principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2018-A C (the “"Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”") (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “"Notes”"). The Class A Notes ~~are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes~~ and the Class D M Notes (are referred to collectively herein as the “"Underwritten Notes". The Class B Notes (referred to herein as the "Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). ~~X.X. Xxxxxx Securities~~ Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx ~~Incorporated~~ Incorporated, Scotia Capital (USA) Inc. and ~~Xxxxx Fargo Securities~~SMBC Nikko Securities America, ~~LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” ". The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2018-A C Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 7, ~~2014~~ 2018 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust WFN 2018-C Underwriting Agreement (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, and the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of WFN 2018-C Underwriting Agreement June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 240,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class A ~~Floating Rate~~ Asset Backed Notes, Series ~~2014~~2002-A (the “"Class A Notes”"), $~~39,062,000~~ 27,750,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note~~ Trust Class B Asset Backed Notes, Series ~~2014~~2002-A (the “"Class B Notes”"), $~~71,876,000~~ 21,750,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class C Asset Backed Notes, Series ~~2014~~2002-A (the “"Class C Notes”)" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and $~~25,000,000~~ 10,500,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class D Floating Rate Asset Backed Notes, ~~Series2014~~Series 2002-A (the “"Class D Notes~~”) (collectively,~~ " and together with the Class A Notes, the Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ C Notes, the ~~Class B~~ "Notes~~, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”~~"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2002-A Indenture Supplement with respect to the ~~Notes, to be~~ Notes dated as of ~~February 19~~July 1, ~~2014~~ 2002 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”"). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001, and as amended as of November 7, 2001~~ 2000 (~~as heretofore amended,~~ the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling~~ "Transfer and Servicing Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the ~~“PSA”~~"Servicer")~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the Transfer and Servicing~~ "Security Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between ~~the Bank~~Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters"), and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Advanta Business Recievables Corp)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 250,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2005-A3) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “~~Class A~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), ) and $25,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class D D(2005-D2) Asset Backed ~~Notes, Series2014-A~~ Notes (the “Class D Notes~~”) (collectively,~~ ” and together with the ~~Class A~~ Offered Notes, ~~the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the ~~Agreement of Resignation, Appointment and Acceptance,~~ AdvantaSeries Indenture Supplement with respect to the Notes dated as of ~~May 27~~November 1, ~~2008~~2004 and, ~~by and among Comenity Bank (formerly known as World Financial Network Bank) (~~with respect to the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee~~Offered Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance,~~ Class A(2005-A3) Terms Document dated as of ~~June~~ October 26, ~~2012 (~~2005 and, with respect to the ~~“Successor Indenture Trustee Agreement”)~~Class D Notes, by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the ~~Series 2014~~Class D(2005-~~A Indenture Supplement with respect to the Notes, to be~~ D2) Terms Document dated as of ~~February 19~~October 26, ~~2014~~ 2005 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001~~2000 (the “Transfer and Servicing Agreement”), ~~and~~ between the Company, Advanta Bank Corp. (“Advanta”), as ~~amended as of November 7, 2001~~ servicer (~~as heretofore amended~~in such capacity, the “~~Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA~~Servicer”)~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 250,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A (the “Class A Notes”), $~~39,062,000~~ 11,867,089 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A (the “Class M Notes”), $~~39,062,000~~ 15,031,645 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A (the “Class B Notes”), and $~~71,876,000~~ 39,556,963 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2011-A (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx~~ RBC Capital Markets, LLC and RBS Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC~~Inc., each as a representative of the Underwriters (as defined below) ), may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to ~~Chase~~ Chaxx Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, ~~2008,~~ 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~2010, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity~~ the World Financial Network Bank (formerly known as World Financial Network National Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2011-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 9, ~~2014~~ 2011 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ Harxxx Xxust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (“~~WFN~~ FNF LLC” or the “Transferor”) ), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “Issuer”) to issue and sell $~~450,000,000 aggregate~~ [ ] principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A ~~Floating Rate~~ Series [201 - ] Asset Backed Notes [(the “Notes~~, Series 2014-A~~ ”)] [(the “Class A Notes”), ] [,$~~39,062,000 aggregate~~ [ ] principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class M B Series [201 - ] Asset Backed ~~Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A~~ Notes (the “Class B Notes”), ] [and $~~71,876,000 aggregate~~ [ ] principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class C Series [201 - ] Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class C Notes”), and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the~~ “Notes”)~~. The Class A Notes are referred~~ ], to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as the “~~Representatives.” . The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001, between WFN LLC~~2002, as ~~transferor~~ amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of June [ ], 2016 (collectively, the “~~Transferor~~Trust Agreement”), between the Transferor and ~~U.S. Bank~~ Wilmington Trust ~~National Association~~ Company (“~~U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase~~WTC”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Second Amended and Restated Master Indenture, dated as of June 13[ ], ~~2007~~2016 (as amended, the ~~Supplemental Indenture No. 3 to~~ “Master Indenture”), ~~dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each~~ between the Issuer and ~~Union Bank,~~ U.S. Bank National ~~Association (“Union Bank”)~~Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“~~BNYMTCNA~~U.S. Bank”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014-A~~ [201 - ] Indenture Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19, 2014~~ the Closing Date (as defined below) (the “Indenture Supplement,” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a ~~pool~~ portfolio of ~~private-label~~ Visa® and MasterCard® revolving credit card accounts of owned by the Bank (the “Accounts”). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Issuer pursuant to the Second Amended and Restated ~~Pooling~~ Transfer and Servicing Agreement, dated as of June [ ], 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to ~~a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the~~ Second Amended and Restated Receivables Purchase Agreement, dated as of June 28[ ], ~~2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2016 (as ~~heretofore~~ amended, the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an the Second Amended and Restated Administration Agreement, dated as of ~~August 1~~June [ ], ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2016 (as ~~heretofore~~ amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA~~Receivables (and the related accounts) will be subject to review by [ ] (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of [ ] (as amended or supplemented from time to time, the ~~PSA~~“Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, the Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.

Appears in 1 contract

Samples: Trust Agreement (First National Funding LLC)

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of October 1, 2022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon, as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant to a Master Indenture~~secured by certain assets of the Issuer, ~~dated as of August 1, 2001, as amended by~~ including the ~~Omnibus Amendment~~ Collateral Certificate referred to ~~below~~below (collectively, the ~~Supplemental Indenture No~~“Collateral”). 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union BankCapital One, National ~~Association~~ Association, a national banking association (~~“Union Bank”),~~ as successor to ~~The~~ Capital One Bank ~~of New York Mellon Trust Company, N.A.~~ (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)USA), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network BankNational Association) (the “Bank” and the “Seller”), ~~as administrator (in such capacity,~~ has entered into the ~~“Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee,~~ Amended and ~~BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance~~Restated Receivables Purchase Agreement, dated as of ~~June 26~~July 1, ~~2012~~ 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “~~Successor Indenture Trustee Agreement~~Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), by collections thereon and ~~among~~ certain related property to the ~~Administrator~~Company. The Company has conveyed the Receivables, collections thereon and certain related property to the ~~Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee~~ Capital One Master Trust (~~as heretofore amended and supplemented,~~ the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September~~ August 1, 2002, January 13, 2006, July 1, 2007 and March 17, ~~1999~~2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement, dated as of October 9, 2002, as amended and restated ~~a second time~~ as of ~~August 1~~March 17, ~~2001~~2016, and as further amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of October 261, ~~2007~~2022 (as so amended and as otherwise modified or amended from time to time, the ~~Sixth Amendment to~~ “Series Supplement”), among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~New York Mellon, as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables ~~Purchase~~ will be subject to review, in certain circumstances, by Xxxxxxx Xxxxx Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of ~~June 28~~March 17, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 20012016, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreementthereto, dated as of October 261, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2022 (as ~~heretofore amended,~~ so amended and as otherwise modified or amended from time to time the “~~TSA~~Asset Representations Review Agreement”), among the ~~Transferor~~Bank, the Company, the Servicer, and the ~~Issuer~~Asset Representations Reviewer. ~~References~~ The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through RBC Capital Markets, LLC (the “Underwriter”). Notes sold to the ~~“Omnibus Amendment” herein refer~~ Underwriter shall be sold pursuant to ~~that certain Omnibus Amendment, dated as of March 31, 2003~~one or more Terms Agreements, among ~~the Transferor, the Bank, the Servicer,~~ the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Underwriter, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement; this Agreement; the applicable Terms Agreement; the Pooling and Servicing Agreement; the Trust Agreement; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”); the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate; and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (Nos. 333- 262382, 000-000000-00 and 333-262382-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (Capital One Funding, LLC)

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of October 1, 2022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon, as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant to a Master Indenture~~secured by certain assets of the Issuer, ~~dated as of August 1, 2001, as amended by~~ including the ~~Omnibus Amendment~~ Collateral Certificate referred to ~~below~~below (collectively, the ~~Supplemental Indenture No~~“Collateral”). 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union BankCapital One, National ~~Association~~ Association, a national banking association (~~“Union Bank”),~~ as successor to ~~The~~ Capital One Bank ~~of New York Mellon Trust Company, N.A.~~ (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)USA), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network BankNational Association) (the “Bank” and the “Seller”), ~~as administrator (in such capacity,~~ has entered into the ~~“Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee,~~ Amended and ~~BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance~~Restated Receivables Purchase Agreement, dated as of ~~June 26~~July 1, ~~2012~~ 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “~~Successor Indenture Trustee Agreement~~Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), by collections thereon and ~~among~~ certain related property to the ~~Administrator~~Company. The Company has conveyed the Receivables, collections thereon and certain related property to the ~~Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee~~ Capital One Master Trust (~~as heretofore amended and supplemented,~~ the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September~~ August 1, 2002, January 13, 2006, July 1, 2007 and March 17, ~~1999~~2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, the Second Amendment thereto, dated as of October 1, 2022, and the Third Amendment thereto, dated as of March 17, 2023 (as so amended and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement, dated as of October 9, 2002, as amended and restated ~~a second time~~ as of ~~August 1~~March 17, ~~2001~~2016, and as further amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of October 261, ~~2007~~2022 (as so amended and as otherwise modified or amended from time to time, the ~~Sixth Amendment to~~ “Series Supplement”), among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~New York Mellon, as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables ~~Purchase~~ will be subject to review, in certain circumstances, by Xxxxxxx Xxxxx Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of ~~June 28~~March 17, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 20012016, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreementthereto, dated as of October 261, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2022 (as ~~heretofore amended,~~ so amended and as otherwise modified or amended from time to time the “~~TSA~~Asset Representations Review Agreement”), among the ~~Transferor~~Bank, the Company, the Servicer, and the ~~Issuer~~Asset Representations Reviewer. ~~References~~ The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “~~Omnibus Amendment~~Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein ~~refer~~ does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to ~~that certain Omnibus Amendment, dated~~ the Underwriters for which the Representatives are acting as ~~of March 31, 2003~~representatives shall be sold pursuant to one or more Terms Agreements, among ~~the Transferor, the Bank, the Servicer,~~ the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement; this Agreement; the applicable Terms Agreement; the Pooling and Servicing Agreement; the Trust Agreement; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”); the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate; and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (Nos. 333- 262382, 000-000000-00 and 333-262382-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (Capital One Funding, LLC)

Introductory. ~~WFN Credit Company~~Metris Receivables, ~~LLC~~ Inc. (~~“WFN LLC”~~the "Transferor") , a Delaware corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris") , proposes to ~~cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue~~ sell $~~450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A~~ [ ] Floating Rate Asset Backed ~~Notes~~Securities, Series ~~2014-~~1999- , Class A (the “"Class A ~~Notes”),~~ Securities") and $~~39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M~~ [ ] Floating Rate Asset Backed ~~Notes~~Securities, Series ~~2014-A~~ 1999- , Class B (the ~~“Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ "Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), Securities" and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes~~Securities, the ~~Class M Notes,~~ "Offered Securities") of the ~~Class B Notes,~~ Metris Master Trust (the ~~Class C Notes and the Class D Notes are the “Notes”~~"Trust"). ~~The Class A Notes are referred to herein as~~ Each Offered Security will represent a fractional undivided interest in the ~~“Underwritten Notes”~~Trust. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative assets of the ~~Underwriters (as defined below) may be referred to herein individually as~~ Trust will include, among other things, a ~~“Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as~~ pool of ~~August 1, 2001, between WFN LLC, as transferor~~ receivables (the ~~“Transferor”)~~"Receivables") arising under certain MasterCard, ~~and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee~~ VISA or other revolving consumer credit accounts (the ~~“Owner Trustee”), as supplemented~~ "Accounts") transferred and sold by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Direct Merchants Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (~~“Union~~ "Direct Merchants Bank”)" or, in its capacity as ~~successor~~ servicer under the P&S (as hereinafter defined) , the "Servicer") to ~~The~~ Metris pursuant to an Amended and Restated Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Receivables Purchase Agreement ~~of Resignation, Appointment and Acceptance,~~ dated as of ~~May 27~~July 30, ~~2008, by~~ 1998 between Metris and ~~among Comenity~~ Direct Merchants Bank (~~formerly known~~ as ~~World Financial Network Bank) (~~supplemented and amended from time to time, the ~~“Bank”~~"Bank Purchase Agreement"), ~~as administrator (in such capacity,~~ then subsequently sold by Metris to the ~~“Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee,~~ Transferor pursuant to an Amended and ~~BNYMTCNA, as successor Indenture Trustee, as further supplemented by the~~ Restated Purchase Agreement ~~of Resignation, Appointment and Acceptance,~~ dated as of ~~June 26~~July 30, ~~2012~~ 1998 between Metris and the Transferor (~~the “Successor Indenture Trustee Agreement”), by~~ as supplemented and ~~among the Administrator~~amended from time to time, the ~~Issuer, BNYMTCNA, as resigning Indenture Trustee,~~ "Purchase Agreement") and ~~Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented~~ then transferred by the ~~Series 2014-A Indenture Supplement with respect~~ Transferor to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust ~~(“WFNMT”), issued~~ pursuant to ~~the Second~~ an Amended and Restated Pooling and Servicing ~~Agreement,~~ Agreement dated as of ~~January 17~~July 30, ~~1996,~~ 1998 (as supplemented and amended ~~and restated as of September 17, 1999, as amended and restated a second~~ from time ~~as of August 1, 2001, as amended by the Omnibus Amendment referred~~ to ~~below~~time, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each "P&S") among the Transferor, the ~~Bank, as servicer~~ Servicer and The Bank of New York (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)Delaware), as ~~trustee~~ trustee, (the ~~“WFNMT~~ "Trustee”"), . The Offered Securities will be issued pursuant to the P&S and ~~as supplemented by~~ the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series 1999- Supplement to the ~~Amended and Restated Pooling and Servicing Agreement,~~ P&S (the "Supplement") to be dated ~~as of August 21, 2001, and as amended as of November 7, 2001~~ the Closing Date (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”defined herein), among the Transferor, the ~~Servicer,~~ Servicer and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The ~~Bank has agreed~~ P&S and the Supplement are collectively referred to ~~provide notices~~ as the "Pooling and ~~perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust~~ Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment ". Certain distributions with respect to the ~~Administration Agreement~~Offered Securities will be enhanced by [Credit Enhancement] which, ~~dated~~ together with the Offered Securities, are referred to herein as ~~of July 31, 2009 (as heretofore amended,~~ the ~~“Administration Agreement”), between the Bank, as Administrator, and the Issuer.~~ "Investor Securities." The ~~TSA, the PSA, the Receivables~~ Bank Purchase Agreement, the ~~Indenture, the Trust~~ Purchase Agreement and the ~~Administration~~ Pooling and Servicing Agreement are collectively referred to ~~herein, collectively,~~ as the ~~“Program Documents~~"Designated Agreements".~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Underwriting Agreement (Metris Master Trust)

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant~~ secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a ~~Master Indenture~~national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of ~~August~~ July 1, ~~2001~~2007, and as amended by the ~~Omnibus~~ First Amendment ~~referred to below, the Supplemental Indenture No. 1 to Master Indenture~~thereto, dated as of ~~August 13~~March 1, ~~2003,~~ 2008 (the ~~Supplemental Indenture No. 2~~ “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to ~~Master Indenture, dated as of June 13, 2007,~~ time in certain designated consumer and small business revolving credit card accounts (the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Accounts”), ~~as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest~~ collections thereon and certain related property to the ~~corporate trust administration of BNY Midwest Trust~~ Company. The Company ~~(“BNYMTC”) (~~has conveyed the ~~successor in interest~~ Receivables, collections thereon and certain related property to the ~~corporate trust administration of Xxxxxx~~ Capital One Master Trust ~~and Savings Bank)), as indenture trustee~~ (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2002, January 13, 2006 and July 1, 2007, as amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of March 301, ~~2005~~2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the ~~Fourth Amendment to the Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated~~ as ~~of June 13, 2007,~~ supplemented by the ~~Fifth Amendment to~~ Series 2002-CC Supplement (the ~~Second Amended and Restated Pooling and Servicing Agreement~~“Series Supplement”), dated as of October 269, ~~2007~~2002, as amended by the ~~Sixth~~ First Amendment to thereto, dated as of March 1, 2008, among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank,~~ The Bank of New York Mellon (formerly known as ~~successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreementthereto, dated as of March 301, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2008 (~~as heretofore amended,~~ the “~~TSA~~Transfer Agreement”), among the ~~Transferor~~Issuer, ~~the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among~~ the Transferor, the Bank, as administrator, and the ~~Servicer~~Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Appears in 1 contract

Samples: Terms Agreement (Capital One Master Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 300,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series 2014-A B (the “"Class A Notes”"), $~~39,062,000~~ 16,776,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A B (the “"Class M Notes”"), $~~39,062,000~~ 16,776,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A B (the “"Class B Notes”"), $~~71,876,000~~ 43,395,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A B (the “"Class C Notes”"), and $~~25,000,000~~ 15,790,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014~~Series 2014-A B (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes are referred to herein as the “"Underwritten Notes”". The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained Notes Transaction”"). ~~X.X. Xxxxxx~~ RBC Capital Markets, LLC and Deutsche Bank Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series 2014-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~July 18, 2014 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 500,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A B (the “Class A Notes”), $~~39,062,000~~ 27,961,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A B (the “Class M Notes”), $~~39,062,000~~ 27,961,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A B (the “Class B Notes”), $~~71,876,000~~ 75,658,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A B (the “Class C Notes”), and $~~25,000,000~~ 26,316,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, ~~Series2014~~Series 2013-A B (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ LLC and ~~Xxxxx Fargo Securities~~RBC Capital Markets, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2013-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~May 21, ~~2014~~ 2013 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 320,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class A ~~Floating Rate~~ Asset Backed Notes, Series ~~2014~~2003-A (the “"Class A Notes”"), $~~39,062,000~~ 37,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note~~ Trust Class B Asset Backed Notes, Series ~~2014~~2003-A (the “"Class B Notes”"), $~~71,876,000~~ 29,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class C Asset Backed Notes, Series ~~2014~~2003-A (the “"Class C Notes”)" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and $~~25,000,000~~ 14,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class D Floating Rate Asset Backed Notes, ~~Series2014~~Series 2003-A (the “"Class D Notes~~”) (collectively,~~ " and together with the Class A Notes, the Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ C Notes, the ~~Class B~~ "Notes~~, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”~~"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2003-A Indenture Supplement with respect to the ~~Notes, to be~~ Notes dated as of February 191, ~~2014~~ 2003 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”"). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001, and as amended as of November 7, 2001~~ 2000 (~~as heretofore amended,~~ the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling~~ "Transfer and Servicing Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the ~~“PSA”~~"Servicer")~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the Transfer and Servicing~~ "Security Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between ~~the Bank~~Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Advanta Business Recievables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 368,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class ~~A Floating Rate~~ A-2 Asset Backed Notes, Series ~~2014~~2003-A (the “Class A A-2 Notes”), $~~39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000~~ 51,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series ~~2014~~2003-A (the “Class B Notes”), and $~~71,876,000~~ 41,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C C-2 Asset Backed Notes, Series ~~2014~~2003-A (the “Class C C-2 Notes” and, together with the Class A-2 Notes and the Class B Notes, the “Offered Notes”). On June 19, ~~and~~ 2003, the Issuer issued $~~25,000,000~~ 100,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D A-1 Asset Backed Notes, ~~Series2014~~Series 2003-A (the “Class D A-1 Notes”) ), and $40,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C-1 Asset Backed Notes, Series 2003-A (~~collectively~~the “Class C-1 Notes” and, together with the Class A A-1 Notes, the ~~Class M~~ “Issued Notes”; the Issued Notes, together with the ~~Class B~~ Offered Notes, ~~the Class C Notes and the Class D Notes are~~ the “Notes”). The ~~Class A~~ Issued Notes ~~are referred~~ were offered and sold to ~~herein as the~~ “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters qualfied institutional buyers” (as defined ~~below) may be referred to herein individually~~ in Rule 144A under the Securities Act of 1933, as ~~a “Representative” and collectively as~~ amended (the “~~Representatives.”~~ Act”)) without registration under the Act, in reliance on the exemption set forth in §4(2) thereof. The Issued Notes are not being purchased or sold through this Agreement. The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001~~2001 (the “Trust Agreement”), between WFN LLC, as transferor (the “Transferor”), and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to~~ Chase Manhattan Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001~~, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~. The Offered Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, and as amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003 (as heretofore amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust ~~Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Company, as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2003-A Indenture Supplement with respect to the Notes, ~~to be~~ dated as of ~~February~~ June 19, ~~2014~~ 2003, and as further supplemented by the Issuance Supplement with respect to the Offered Notes dated as of August 14, 2003 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, and as further amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003 (as heretofore amended, the ~~Second Amendment to Second~~ “Amended and Restated Pooling and Servicing Agreement”), dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, World Financial Network National Bank (the “Bank”), as servicer (the “Servicer”), and ~~Union Bank, as successor to BNYMTCNA~~ BNY Midwest Trust Company (~~the successor in interest to the corporate trust administration of BNYMTC (the successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, ~~2001~~ 2002 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-~~private label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended ~~by the First Amendment to the Transfer and Servicing Agreement, dated~~ as of November 7, 2002, ~~the Omnibus Amendment referred to below, the Third Amendment to the Transfer~~ and ~~Servicing Agreement, dated~~ as ~~of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated~~ further amended as of March 3031, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2003 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA~~, the Trust Agreement~~, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2001 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. The Class A-1 Notes were purchased and sold pursuant to the Class A-1 Note Purchase Agreement, dated as of June 19, 2003 (the “Class A-1 Note Purchase Agreement”), among WFN LLC, the Bank and the Class A-1 purchaser named therein. The Class C-1 Notes were purchased and sold pursuant to the Class C-1 Note Purchase Agreement, dated as of June 19, 2003

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 350,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑B (the “"Class A Notes”"), $~~39,062,000~~ 21,880,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑B (the “"Class M Notes”"), $~~39,062,000~~ 17,270,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑B (the “"Class B Notes”"), $~~71,876,000~~ 51,814,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series ~~2014-A~~ 2016‑B (the “"Class C Notes”"), and $~~25,000,000~~ 19,575,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014-A~~ Series 2016‑B (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes are referred to collectively herein as the “"Underwritten Notes”". The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). Xxxxx Fargo Securities, LLC, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, ~~Xxxxxxx Lynch~~and SMBC Nikko Securities America, ~~Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014-A~~ 2016‑B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~September 22, ~~2014~~ 2016 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: World Financial Network Credit Card Master Note Trust

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 400,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A B (the “"Class A Notes”"), $~~39,062,000~~ 30,264,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A B (the “"Class M Notes~~”),~~ ") and $~~39,062,000~~ 14,474,000 aggregate WFN 2017-B Underwriting Agreement principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A B (the “"Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”") (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “"Notes”"). The Class A Notes are referred to collectively herein as the “"Underwritten Notes”". The Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and~~ Xxxxx Fargo Securities, LLC, BNP Paribas Securities Corp., RBC Capital Markets, LLC and Scotia Capital (USA) Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” ". The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2017-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~August 16, ~~2014~~ 2017 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust WFN 2017-B Underwriting Agreement (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, and the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of WFN 2017-B Underwriting Agreement June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (~~“WFN~~ "FNF LLC”) " or the "Transferor"), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “"Issuer”") to issue and sell $~~450,000,000 aggregate~~ 415,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A Floating Rate Asset Backed Notes, Series ~~2014~~2003-A 1 (the “"Class A Notes”"), $~~39,062,000 aggregate~~ 38,750,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class M B 2.76% Asset Backed Notes, Series ~~2014~~2003-A 1 (the “"Class M B Notes~~”),~~ ") and $~~39,062,000 aggregate~~ 46,250,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class B C Floating Rate Asset Backed Notes, Series ~~2014~~2003-A 1 (the ~~“Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “~~"Class C Notes”)", and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the “~~"Notes~~”). The Class A Notes are referred~~ ") to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as~~ Representatives (the “"Representatives.” "). The Issuer is a Delaware statutory business trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001~~2002 (the "Trust Agreement"), between ~~WFN LLC, as transferor~~ the Transferor and Wilmington Trust Company (~~the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”~~"WTC"), as owner trustee (the “"Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York ~~Mellon Trust Company, N.A.~~ (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)"BONY"), as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~0000-~~A Indenture~~ 0 Xxxxxxxxx Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19~~March 20, ~~2014~~ 2003 (the “"Indenture Supplement~~” and,~~ ," and together with the Master Indenture, the “"Indenture”"). ~~The~~ Initially, the primary asset of the Issuer is will be a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the ~~World Financial Network~~ First Bankcard Master Credit Card ~~Master~~ Trust (~~“WFNMT”~~the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~October 24, ~~1996,~~ 2002 (as amended and ~~restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below~~supplemented, the ~~Second Amendment to Second Amended and Restated~~ "Pooling and Servicing Agreement"), ~~dated~~ among FNF LLC, First National Bank of Omaha, a national banking association (the "Bank"), as ~~of May 19~~servicer (the "Servicer") and BONY, ~~2004~~as trustee (the "Certificate Trust Trustee"), and the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing AgreementCollateral Series Supplement, dated as of October 2624, ~~2007~~2002, ~~the Sixth Amendment~~ to the ~~Second Amended and Restated~~ Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer Agreement (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement~~” and,~~ " and together with the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”~~"Pooling and Servicing Agreement"). The assets of ~~WFNMT~~ the Certificate Trust include, among other things, certain amounts due (the “"Receivables”") on a ~~pool~~ portfolio of ~~private-label~~ Visa(R) and MasterCard(R) revolving credit card accounts of owned by the Bank (the “"Accounts”"). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Certificate Trust pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate ~~has been~~ was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”")~~, among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003~~, among the Transferor, the Bank, ~~the~~ as Servicer, and the Issuer~~, the WFNMT Trustee and the Indenture Trustee~~. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of ~~notes~~ Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA~~Transfer and Servicing Agreement, the ~~PSA~~Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters") the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: First Bankcard Master Credit Card Trust

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant~~ secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a ~~Master Indenture~~national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of ~~August~~ July 1, ~~2001~~2007, and as amended by the ~~Omnibus~~ First Amendment ~~referred to below, the Supplemental Indenture No. 1 to Master Indenture~~thereto, dated as of ~~August 13~~March 1, ~~2003,~~ 2008 (the ~~Supplemental Indenture No. 2~~ “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to ~~Master Indenture, dated as of June 13, 2007,~~ time in certain designated consumer and small business revolving credit card accounts (the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Accounts”), ~~as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest~~ collections thereon and certain related property to the ~~corporate trust administration of BNY Midwest Trust~~ Company. The Company ~~(“BNYMTC”) (~~has conveyed the ~~successor in interest~~ Receivables, collections thereon and certain related property to the ~~corporate trust administration of Xxxxxx~~ Capital One Master Trust ~~and Savings Bank)), as indenture trustee~~ (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2002, January 13, 2006 and July 1, 2007, as amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of March 301, ~~2005~~2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the ~~Fourth Amendment to the Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated~~ as ~~of June 13, 2007,~~ supplemented by the ~~Fifth Amendment to~~ Series 2002-CC Supplement (the ~~Second Amended and Restated Pooling and Servicing Agreement~~“Series Supplement”), dated as of October 269, ~~2007~~2002, as amended by the ~~Sixth~~ First Amendment to thereto, dated as of March 1, 2008, among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank,~~ The Bank of New York Mellon (formerly known as ~~successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreementthereto, dated as of March 301, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2008 (~~as heretofore amended,~~ the “~~TSA~~Transfer Agreement”), among the ~~Transferor~~Issuer, ~~the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among~~ the Transferor, the Bank, as administrator, and the ~~Servicer~~Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Appears in 1 contract

Samples: Underwriting Agreement (Capital One Multi Asset Execution Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 390,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2004-A (the “Class A Notes”), $~~39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000~~ 42,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series ~~2014~~2004-A (the “Class B Notes”), and $~~71,876,000~~ 67,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series ~~2014~~2004-A (the “Class C Notes”)” and, ~~and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the~~ “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001~~2001 (the “Trust Agreement”), between WFN LLC, as transferor (the “Transferor”), and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to~~ Chase Manhattan Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001~~, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, and as amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003 (as heretofore amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust ~~Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Company, as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2004-A Indenture Supplement with respect to the Notes, to be dated as of ~~February~~ May 19, ~~2014~~ 2004 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, and as further amended ~~by the Omnibus Amendment referred to below~~as of March 31, 2003 (as heretofore amended, the ~~Second Amendment to Second~~ “Amended and Restated Pooling and Servicing Agreement”), dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, World Financial Network National Bank (the “Bank”), as servicer (the “Servicer”), and ~~Union Bank, as successor to BNYMTCNA~~ BNY Midwest Trust Company (~~the successor in interest to the corporate trust administration of BNYMTC (the successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, ~~2001~~ 2002 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-~~private label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended ~~by the First Amendment to the Transfer and Servicing Agreement, dated~~ as of November 7, 2002, ~~the Omnibus Amendment referred to below, the Third Amendment to the Transfer~~ and ~~Servicing Agreement, dated~~ as ~~of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated~~ further amended as of March 3031, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2003 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA~~, the Trust Agreement~~, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2001 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “Class A Underwriters”), the underwriters for the Class B Notes listed on Schedule A hereto (the “Class B Underwriters”) and the underwriters for the Class C Notes listed on Schedule A hereto (the “Class C Underwriters” and, together with the Class A Underwriters and Class B Underwriters, the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (“~~WFN~~ FNF LLC” or the “Transferor”) ), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “Issuer”) to issue and sell $~~450,000,000 aggregate~~ 350,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A ~~Floating Rate~~ Series 2023-1 Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”~~). The Class A Notes are referred~~ ) to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as the “~~Representatives.” . The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001, between WFN LLC~~2002, as ~~transferor~~ amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the “~~Transferor~~Trust Agreement”), between the Transferor and ~~U.S. Bank~~ Wilmington Trust ~~National Association~~ Company (“~~U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase~~WTC”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Second Amended and Restated Master Indenture, dated as of ~~August 1~~September 23, ~~2001,~~ 2016 (as ~~amended by the Omnibus Amendment referred to below~~amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank~~U.S. Bank Trust Company, National Association (~~“Union Bank”~~as successor in interest to U.S. Bank National Association), as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“~~BNYMTCNA~~U.S. Bank”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2023-A 1 Indenture Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19, 2014~~ the Closing Date (as defined below) (the “Indenture Supplement,” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a ~~pool~~ portfolio of ~~private-label~~ Visa® and MasterCard® revolving credit card accounts of owned by the Bank (the “Accounts”). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Issuer pursuant to the Second Amended and Restated ~~Pooling~~ Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to a the Second Amended and Restated Receivables Purchase Agreement, dated as of ~~August 1~~September 23, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2016 (as ~~heretofore~~ amended, the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an the Second Amended and Restated Administration Agreement, dated as of ~~August 1~~September 23, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2016 (as ~~heretofore~~ amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA~~Bank, as “originator” for purposes of the EU Retention Rules and UK Retention Rules (each as separately defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules and UK Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the ~~PSA~~“Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, “UK Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402 as enacted into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018, together with any relevant regulatory technical standards adopted by the European Commission prior to January 1, 2021 or by the UK and any guidance published by the European Union supervisory authorities published prior to January 1, 2021 (where such guidance is to be interpreted in light of the United Kingdom's exit from the EU pursuant to relevant guidance issued by the Financial Conduct Authority (the “FCA”)) or by the FCA with respect thereto or to precedent legislation, each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of September 23, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, in its capacity as RPA Seller and as Servicer, and the Asset Representations Reviewer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.

Appears in 1 contract

Samples: Underwriting Agreement (First National Funding LLC)

Introductory. ~~WFN Credit Company~~PPL Electric Utilities Corporation, ~~LLC~~ a Pennsylvania corporation (“~~WFN LLC~~Company”) ), proposes to ~~cause World Financial Network Credit Card Master Note Trust~~ issue and sell, and the several Underwriters named in Section 3 hereof (the “~~Issuer~~Underwriters”) ), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to ~~issue~~ purchase, upon the terms and conditions set forth herein, $~~450,000,000~~ 250,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~the Company’s Senior Secured Bonds, 6.45% Series ~~2014-A~~ due 2037 (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBonds”) ~~(collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred~~ to ~~herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will~~ be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) issued under an ~~Amended and Restated Trust Agreement~~Indenture, dated as of August 1, 2001, between ~~WFN LLC~~the Company and The Bank of New York, as ~~transferor~~ trustee thereunder (the “~~Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner~~ Trustee”), as supplemented by ~~the Instrument of Resignation, Appointment and Acceptance~~ Supplemental Indenture No. 7 (~~the~~ “~~Instrument of Resignation~~Supplemental Indenture No. 7”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to ~~Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will~~ be ~~issued pursuant to a Master Indenture,~~ dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee 2007 (as ~~heretofore amended and~~ so supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The ~~primary asset of the Issuer is a certificate~~ Bonds will be initially secured by mortgage bonds (~~the~~ “~~Collateral Certificate~~Mortgage Bonds”) ~~representing~~ to be issued by the Company in a ~~beneficial interest in~~ like aggregate principal amount as the ~~assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Bonds pursuant to the ~~Second Amended~~ Company’s Mortgage and ~~Restated Pooling and Servicing Agreement, dated as~~ Deed of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing AgreementTrust, dated as of October 261, ~~2007~~1945, ~~the Sixth Amendment~~ to ~~the Second Amended and Restated Pooling and Servicing Agreement~~Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration~~ Mxxxxx Guaranty Trust Company of ~~BNYMTC (the successor in interest to the corporate trust administration~~ New York, formerly Guaranty Trust Company of ~~Xxxxxx Trust and Savings Bank)~~New York), as trustee thereunder (the “~~WFNMT~~ Mortgage Trustee”), as amended and supplemented by seventy indentures supplemental thereto (the “Mortgage and Deed of Trust”), and as to be amended and supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement a Seventy-Sixth Supplemental Indenture to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, be dated as of August 1, ~~2001, as amended by~~ 2007 (the ~~First Amendment to the Receivables Purchase Agreement, dated as~~ “Seventy-Sixth Supplemental Indenture ”) (such Mortgage and Deed of ~~June 28, 2010~~ Trust and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Seventy-Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Supplemental Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is being hereinafter collectively referred to herein as the “Mortgage”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-132574-03) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“~~Agreement~~Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” To Each prospectus used in connection with the ~~extent~~ offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not ~~defined herein~~been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, ~~capitalized terms used~~ at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein ~~have~~ called the ~~meanings assigned~~ “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the ~~Program Documents~~form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (PPL Electric Utilities Corp)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 300,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2006-A4) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “~~Class A~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), ) and $25,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class D D(2006-D2) Asset Backed ~~Notes, Series2014-A~~ Notes (the “Class D Notes”) (~~collectively,~~ the ~~Class A Notes, the Class M Notes, the Class B Notes, the Class C~~ Offered Notes and the Class D Notes are collectively, the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation~~Class A(2006-A4) Terms Document and the Class D (2006-D2) Terms Document, ~~Appointment and Acceptance,~~ each dated as of June 268, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 2006 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), between the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006 among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit Company~~World Omni Auto Leasing LLC, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware limited liability company (the “~~Issuer~~Depositor”) ), and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you (collectively, the “Underwriters”), that the Depositor will sell to ~~issue~~ the Underwriters $~~450,000,000~~ 103,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ 0.38% Asset Backed Notes, ~~Series 2014-A~~ Class A-1 (the “Class A A-1 Notes”), $~~39,062,000~~ 150,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ 1.06% Asset Backed Notes, ~~Series 2014-A~~ Class A-2a (the “Class M A-2a Notes”), $~~39,062,000~~ 120,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class B~~ One-Month LIBOR + 0.38% Asset Backed Notes, ~~Series 2014-A~~ Class A-2b (the “Class A-2b Notes”), $213,590,000 aggregate principal amount of 1.54% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $72,770,000 aggregate principal amount of 1.73% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $28,230,000 aggregate principal amount of 1.94% Asset Backed Notes, Class B (the “Class B Notes”~~), $71,876,000 aggregate principal amount~~ ) of World ~~Financial Network Credit Card Master Note~~ Omni Automobile Lease Securitization Trust ~~Class C Asset Backed Notes, Series 2014~~2015-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class ~~C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed~~ A-1 Notes, ~~Series2014-A (the “~~Class ~~D Notes”) (collectively, the Class A~~ A-2a Notes, ~~the~~ Class M A-2b Notes, ~~the~~ Class B A-3 Notes, ~~the~~ Class C A-4 Notes and the Class D B Notes are ~~the “Notes”). The Class A Notes are~~ collectively referred to herein as the “~~Underwritten~~ Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to ~~a Master~~ an Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), to be dated as of ~~August 1~~the Closing Date, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the ~~Issuer~~ Trust and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Mellon, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “~~Administrator~~Indenture Trustee”), . The Depositor will retain the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 asset backed certificates (the “~~Successor Indenture Trustee Agreement~~Certificates”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect ) issued pursuant to ~~the Notes~~a trust agreement, to be dated as of ~~February 19~~the Closing Date, ~~2014~~ between the Depositor and U.S. Bank Trust National Association, as owner trustee (~~the “Indenture Supplement” and, together with the Master Indenture~~in such capacity, the “~~Indenture~~Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The ~~primary asset~~ Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The Notes will be secured by the assets of the ~~Issuer is a certificate~~ Trust which will include, among other things, the Exchange Note (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009, as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the “Closed-End Collateral ~~Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT~~Agent”), ~~issued~~ Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and the secured parties from time to time named therein (as amended, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 2015-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among WXXX, XXX, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by ALF from the Warehouse Facility Lenders under the Warehouse Facility and/or certain additional advances made by ALF to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after June 10, 2015 (the “Cutoff Date”). ALF will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the ~~Second~~ Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2015-A to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), which supplements that certain Fifth Amended and Restated ~~Pooling and~~ Servicing Agreement, dated as of ~~January 17~~December 15, ~~1996~~2009, among World Omni, as ~~amended and restated as of September 17~~closed-end servicer, ~~1999~~WOLT, as ~~amended and restated a second time as of August 1~~titling trust, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the ~~Eighth Amendment~~ Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to ~~the Second Amended and Restated Pooling and Servicing Agreement~~time, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and including as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplementedExchange Note Servicing Supplement, the “~~Amended and Restated Pooling and~~ Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized Capitalized terms used herein that are not otherwise defined herein shall have the meanings ~~assigned~~ ascribed thereto in (i) Appendix A to the ~~Program Documents~~Indenture or (ii) if not defined therein, in Appendix A to the Collateral Agency Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (World Omni LT)

Introductory. ~~WFN Credit Company~~Winstar Communications, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ Inc., a Delaware corporation (the “"Issuer”) " or "Winstar"), has agreed, subject to the terms and conditions stated herein, to issue ~~$450,000,000 aggregate~~ and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") Euro 200,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014~~the Issuer's 12-A 3/4% Senior Notes Due 2010 (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”"Offered Securities"). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) Offered Securities will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) issued under an ~~Amended and Restated Trust Agreement~~indenture, dated as of ~~August 1~~April 10, ~~2001,~~ 2000 (the "Indenture") between ~~WFN LLC~~the Issuer and United States Trust Company of New York, as ~~transferor~~ Trustee (the ~~“Transferor”~~"Trustee"). The United States Securities Act of 1933 is herein referred to as the "Securities Act." The Issuer has made a tender offer (the "Tender Offer") to purchase for cash any and all of (i) its outstanding 14% Senior Discount Notes Due 2005 (the "14% Notes") and 14-1/2% Senior Deferred Interest Notes Due 2005 (the "14-1/2% Notes"), ~~and U.S. Bank Trust National Association~~ (~~“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee~~ ii) the outstanding 12-1/2% Guaranteed Senior Secured Notes Due 2004 (the ~~“Owner Trustee”)~~"WEC Notes") of Winstar Equipment Corp., ~~as supplemented by the Instrument of Resignation, Appointment and Acceptance~~ a Delaware corporation (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”"WEC"), and (biii) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The outstanding 12-1/2% Guaranteed Senior Secured Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) Due 2004 (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the "WEC II Notes~~, to be dated as of February 19, 2014 (the “Indenture Supplement”~~ " and, together with the ~~Master Indenture~~14% Notes, the ~~“Indenture”~~14-1/2% Notes and the WEC Notes, the "Existing Senior Notes") of Winstar Equipment II Corp., a Delaware corporation ("WEC II"), on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 3, 2000 (the "Tender Offer Statement"). The ~~primary asset~~ Issuer will amend (the "Issuer Proposed Senior Notes Amendments") certain provisions of the ~~Issuer is a certificate~~ indenture governing the 14% Notes dated October 23, 1995 (the ~~“Collateral Certificate”~~"14% Notes Indenture") ~~representing a beneficial interest in~~ between the ~~assets held in the World Financial Network Credit Card Master~~ Issuer and United States Trust ~~(“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as~~ Company of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))New York, as trustee (~~the “WFNMT Trustee”~~"U.S. Trust"), and ~~as supplemented by~~ the ~~Agreement~~ indenture governing the 14-1/2% Notes dated March 1, 1997 (the "14-1/2% Notes Indenture") between the Issuer and U.S. Trust. The Issuer and WEC will amend (the "WEC Proposed Amendments") certain provisions of ~~Resignation~~the indenture governing the WEC Notes dated March 1, ~~Appointment and Acceptance, dated as of May 27, 2008, by and~~ 1997 (the "WEC Notes Indenture") among the ~~Transferor~~Issuer, ~~BNYMTC, as resigning WFNMT Trustee,~~ WEC and ~~BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment~~ U.S. Trust. The Issuer and ~~Acceptance, dated as of June 26, 2012~~ WEC II will amend (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” "WEC II Proposed Amendments" and, together with the ~~Amended~~ Issuer Proposed Senior Notes Amendments and ~~Restated Pooling and Servicing Agreement~~the WEC Proposed Amendments, the ~~“PSA”~~"Proposed Senior Notes Amendments") the indenture governing the WEC II Notes dated August 1, 1997 (the "WEC II Notes Indenture" and, together with the 14% Notes Indenture, the 14-1/2% Notes Indenture and the WEC Notes Indenture, the "Senior Notes Indentures") among the Issuer, WEC II and U.S. Trust. The Proposed Senior Notes Amendments are contained in supplements to the Senior Notes Indentures executed by the Issuer and U.S. Trust; the Issuer, WEC and U.S. Trust; and the Issuer, WEC II and U.S. Trust, as the case may be (the "Senior Notes Supplemental Indentures"). The ~~assets of WFNMT include~~Senior Notes Supplemental Indentures were executed on March 17, ~~among other things~~2000, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the ~~Second Amendment to~~ Proposed Senior Notes Amendments will become operative when the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred Existing Senior Notes are accepted for purchase by ~~the Transferor to~~ the Issuer pursuant to the ~~Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by~~ Tender Offer (the ~~First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment~~ first date on which such event occurs being herein referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program Documents~~"Settlement Date").~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Winstar Communications Inc

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 225,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2007-A2) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2007-A2) Notes”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (~~the “~~Class M~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are ” or the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance~~Class A(2007-A2) Terms Document, dated as of ~~June 26~~April 20, ~~2012~~ 2007 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms documents, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement"), among the Company, Advanta Bank Corp. (“Advanta"), as servicer (in such capacity, the “Servicer"), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 150,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2008-A3) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2008-A3) Notes~~”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (~~,” the “~~Class M~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are ” or the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance~~Class A(2008-A3) Terms Document, dated as of June 2627, ~~2012~~ 2008 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms document, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A(2008-A3) Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit Company~~Edison Mission Energy, ~~LLC~~ a California corporation (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014-A (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”"EME"), and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014~~its indirect wholly-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securitiesowned subsidiary Midwest Generation, LLC, a Delaware limited liability company (the "COMPANY"), propose, subject to the terms and conditions stated herein, that United States Trust Company of New York, acting not in its individual capacity but solely as trustee (in its individual capacity, "US TRUST" and in its capacity as such trustee, the "PASS THROUGH TRUSTEE") under each ~~as a representative~~ of the ~~Underwriters~~ Pass Through Trust Agreements (~~as defined below) may be referred to herein individually as a “Representative” and collectively as~~ the ~~“Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement~~"PASS THROUGH TRUST AGREEMENTS"), dated as of August 124, ~~2001~~2000, ~~between WFN LLC~~among the Company and the Pass Through Trustee, will issue and sell to Credit Suisse First Boston Corporation ("CSFB"), Xxxxxx Brothers Inc. ("XXXXXX"), Chase Securities Inc. ("CSI"), Xxxxxxx Xxxxx Xxxxxx Inc. ("SSB") and XX Xxxxx Securities Corp. ("COWEN" and, together with CSFB, Xxxxxx, CSI and SSB, the several "PURCHASERS") 8.30% Midwest Generation Pass Through Certificates, Series A in the aggregate amount of $333,500,000 and 8.56% Midwest Generation Pass Through Certificates, Series B in the aggregate amount of $813,500,000 (such Pass Through Certificates are herein referred to as ~~transferor~~ the "OFFERED SECURITIES"), which will represent fractional undivided interests in the Midwest Generation Series A Pass Through Trust and the Midwest Generation Series B Pass Through Trust, respectively (collectively, the "PASS THROUGH TRUSTS") for resale by you in reliance upon Rule 144A (as such term is defined below) as described herein. Each such Pass Through Trust will be formed pursuant to a separate Pass Through Trust Agreement, in each case among the Company and the Pass Through Trustee. The term "you" shall mean CSFB and Xxxxxx as representatives of the several Purchasers. The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." The property of the Pass Through Trusts will initially consist of secured notes (the ~~“Transferor”)~~"LESSOR NOTES") which will be issued on a nonrecourse basis by Wilmington Trust Company, ~~and U.S. Bank Trust National Association (“U.S. Bank”)~~a Delaware banking corporation, ~~as successor to Chase Bank USA, National Association (“Chase”),~~ acting not in its individual capacity but solely as owner trustee (with respect to each owner trust hereinafter referred to, the ~~“Owner Trustee”~~"OWNER TRUSTEE") of each of four separate owner trusts (collectively, the "OWNER TRUSTS"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee . The Lessor Notes are to be issued under four separate lease indentures (as ~~heretofore~~ amended ~~and~~ or supplemented, the ~~“Trust Agreement”~~"INDENTURES"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, each dated as of August 117, ~~2001~~2000, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, between each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Owner Trust and ~~Savings Bank))~~US Trust, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the ~~“Administrator”~~"INDENTURE TRUSTEE"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Edison Mission Energy

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 140,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ C(2006-C1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A C(2006-C1) Notes” or the “Offered Notes”), ) and $~~39,062,000~~ 200,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class M A(2006-A7) Asset Backed Notes (the "Class A(2006-A7) Notes” and together with the Class C(2006-C1) Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation~~Class C(2006-C1) Terms Document and by the Class A(2006-A7) Terms Document, ~~Appointment and Acceptance,~~ each dated as of ~~June 26~~December 5, ~~2012~~ 2006 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms documents, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement"), among the Company, Advanta Bank Corp. (“Advanta"), as servicer (in such capacity, the “Servicer"), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Advanta Business (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 350,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2023-A (the “Class A Notes”), $~~39,062,000~~ 31,165,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2023-A (the “Class M Notes”), ) and $~~39,062,000~~ 17,980,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2023-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class D M Notes (collectively referred to ~~collectively~~ herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained ~~Notes~~ Note Transaction”). ~~X.X. Xxxxxx Securities~~ RBC Capital Markets, LLC, ~~Xxxxxxx Lynch~~BNP Paribas Securities Corp., ~~Pierce~~CIBC World Markets Corp., ~~Xxxxxx & Xxxxx Incorporated~~ and ~~Xxxxx Fargo~~ Truist Securities, ~~LLC~~Inc., each as a representative of the Underwriters (as WFN 2023-A Underwriting Agreement defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” ”. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and Citicorp Trust Delaware, National Association (“Citicorp Trust”), as successor to U.S. Bank Trust National Association (“~~U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase~~USBTNA”), as owner trustee (the “Owner Trustee”), as amended by the First Amendment to the Amended and Restated Trust Agreement, dated as of May 25, 2021, between the Transferor and the Owner Trustee, and as supplemented by the ~~Instrument~~ Agreement of Resignation, Appointment and Acceptance (the “~~Instrument~~ Agreement of Resignation”), dated as of ~~September 29~~May 25, ~~2006~~2021, by and among the Transferor, ~~Chase~~USBTNA, as resigning Owner Trustee, and ~~U.S. Bank~~Citicorp Trust, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on ~~September 29~~May 25, ~~2006~~2021. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, and the Supplemental Indenture No. 7 to Master Indenture, dated as of June 11, 2020, each between the Issuer and ~~Union Bank,~~ U.S. Bank National Association (“~~Union~~ U.S. Bank”), as successor to ~~The Bank of New York Mellon Trust Company~~MUFG Union Bank, N.A. (“~~BNYMTCNA~~Union Bank”) ~~(the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ and ~~Savings Bank))~~other predecessor entities, as indenture trustee (the “Indenture Trustee”), and as supplemented by the ~~Agreement of Resignation, Appointment and Acceptance~~Succession Agreement, dated as of ~~May 27~~June 18, ~~2008~~2021 (the “Successor Indenture Trustee Agreement”), by and among Comenity Bank ~~(formerly known as World Financial Network Bank)~~ (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, ~~BNYMTC~~Union Bank, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union U.S. Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2023-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~May 16, ~~2014~~ 2023 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, the Eleventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 11, 2020, and the Twelfth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 27, 2020, WFN 2023-A Underwriting Agreement each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union~~ U.S. Bank, as successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ Union Bank and ~~Savings Bank))~~other predecessor entities, as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and AcceptanceSuccession Agreement, dated as of June 2618, ~~2012~~ 2021 (the “Successor Trustee Agreement”), by and among the Transferor, ~~BNYMTCNA~~Union Bank, as resigning WFNMT Trustee, and ~~Union~~ U.S. Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, ~~2011~~ 2011, the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016, and the Fourth Amendment to the Receivables Purchase Agreement, dated as of June 11, 2020 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” WFN 2023-A Underwriting Agreement This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 200,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A C (the “Class A Notes”), $~~39,062,000~~ 10,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A C (the “Class M Notes”), $~~39,062,000~~ 12,666,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A C (the “Class B Notes”), $~~71,876,000~~ 33,334,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A C (the “Class C Notes”), and $~~25,000,000~~ 10,667,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, ~~Series2014~~Series 2012-A C (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes are referred to collectively herein as the “Underwritten Notes”. The Class ~~M Notes, the Class B Notes, the Class C Notes and the Class~~ D Notes (referred to ~~collectively~~ herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). ~~X.X.~~ J.X. Xxxxxx Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ LLC and ~~Xxxxx~~ Wxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) ), may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, ~~2008,~~ 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~2010, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of ~~Xxxxxx~~ Hxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity~~ the World Financial Network Bank (formerly known as World Financial Network National Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2012-A C Indenture Supplement with respect to the Notes, to be dated as of ~~February~~ July 19, ~~2014~~ 2012 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of ~~Xxxxxx~~ Hxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “"Agreement.” ". To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 300,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2018-A B (the “"Class A Notes”"), $~~39,062,000~~ 22,297,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2018-A B (the “"Class M Notes~~”),~~ ") and $~~39,062,000~~ 15,203,000 aggregate WFN 2018-B Underwriting Agreement principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2018-A B (the “"Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”") (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “"Notes”"). The Class A Notes ~~are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes~~ and the Class D M Notes (are referred to collectively herein as the “"Underwritten Notes". The Class B Notes (referred to herein as the "Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). X.X. Xxxxxx Securities LLC, ~~Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo~~ Fifth Third Securities, ~~LLC~~Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” ". The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2018-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~September 27, ~~2014~~ 2018 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust WFN 2018-B Underwriting Agreement (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, and the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of WFN 2018-B Underwriting Agreement June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (~~“WFN~~ "FNF LLC”) " or the "Transferor"), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “"Issuer”") to issue and sell $~~450,000,000 aggregate~~ 332,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A Floating Rate Asset Backed Notes, Series ~~2014~~2002-A 1 (the “"Class A Notes”"), $~~39,062,000 aggregate~~ 31,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class M B Floating Rate Asset Backed Notes, Series ~~2014~~2002-A 1 (the “"Class M B Notes~~”),~~ ") and $~~39,062,000 aggregate~~ 37,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class B C Floating Rate Asset Backed Notes, Series ~~2014~~2002-A 1 (the ~~“Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “~~"Class C Notes”)", and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the “~~"Notes~~”). The Class A Notes are referred~~ ") to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as~~ Representatives (the “"Representatives.” "). The Issuer is a Delaware statutory business trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001~~2002 (the "Trust Agreement"), between ~~WFN LLC, as transferor~~ the Transferor and Wilmington Trust Company (~~the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”~~"WTC"), as owner trustee (the “"Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, to be dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York ~~Mellon Trust Company, N.A.~~ (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)"BONY"), as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2002-A 1 Indenture Supplement with respect to the ~~Notes,~~ Notes to be dated as ~~of February 19~~xx Xxxxxxx 00, ~~2014~~ 0002 (the “"Indenture Supplement~~” and,~~ ," and together with the Master Indenture, the “"Indenture”"). ~~The~~ Initially, the primary asset of the Issuer is will be a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the ~~World Financial Network~~ First Bankcard Master Credit Card ~~Master~~ Trust (~~“WFNMT”~~the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, to be dated as of ~~January 17~~October 24, ~~1996,~~ 2002 (as amended and ~~restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below~~supplemented, the ~~Second Amendment to Second Amended and Restated~~ "Pooling and Servicing Agreement"), ~~dated as~~ among FNF LLC, First National Bank of ~~May 19~~Omaha, ~~2004,~~ a national banking association (the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the "Bank"), as servicer (the “"Servicer~~”),~~ ") and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))BONY, as trustee (the ~~“WFNMT~~ "Certificate Trust Trustee”"), and ~~as supplemented by~~ the ~~Agreement of Resignation~~Collateral Series Supplement, ~~Appointment and Acceptance,~~ to be dated as of ~~May 27~~October [ ], ~~2008~~2002, ~~by and among~~ to the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing ~~Agreement”), and as further supplemented by~~ Agreement (the ~~Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “~~"Collateral Supplement~~” and,~~ " and together with the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”~~"Pooling and Servicing Agreement"). The assets of ~~WFNMT~~ the Certificate Trust include, among other things, certain amounts due (the “"Receivables”") on a ~~pool~~ portfolio of ~~private-label~~ Visa(R) and MasterCard(R) revolving credit card accounts of owned by the Bank (the “"Accounts”"). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Certificate Trust pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, to be dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate ~~has been~~ will be transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, to be dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”")~~, among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003~~, among the Transferor, the Bank, ~~the~~ as Servicer, and the Issuer~~, the WFNMT Trustee and the Indenture Trustee~~. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of ~~notes~~ Notes issued by the Issuer, pursuant to an Administration Agreement, to be dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA~~Transfer and Servicing Agreement, the ~~PSA~~Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters") the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Underwriting Agreement (First Bankcard Master Credit Card Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 480,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2000-A B (the “"Class A Notes”"), $~~39,062,000~~ 57,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class M B Floating Rate Asset Backed Notes, Series ~~2014~~2000-A B (the “"Class M B Notes”"), $~~39,062,000~~ 42,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class B C Floating Rate Asset Backed Notes, Series ~~2014~~2000-A B (the “"Class C Notes" and together with the Class A Notes and the Class B Notes”), the "Offered Securities") and $~~71,876,000~~ 21,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class C D Floating Rate Asset Backed Notes, Series ~~2014~~2000-A B (the ~~“Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “~~"Class D Notes~~”) (collectively,~~ " and together with the Class A Notes, the Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ C Notes, the ~~Class B~~ "Notes~~, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”~~"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon~~ Bankers Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2000-A B Indenture Supplement with respect to the ~~Notes, to be~~ Notes dated as of ~~February 19~~August 1, ~~2014~~ 2000 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”"). The assets of ~~WFNMT~~ the Issuer will include, among other things, certain amounts due (the “"Receivables”") on in a ~~pool~~ portfolio of ~~private-label~~ MasterCard business revolving credit card accounts of ~~the~~ Advanta Bank Corp. (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Advanta Business Recievables Corp)

Introductory. ~~WFN Credit Company~~American Honda Receivables Corp., ~~LLC~~ a California corporation (~~“WFN LLC”) proposes~~ the "COMPANY"), proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit Card Master Note~~ the Honda Auto Receivables 2001-3 Owner Trust (the ~~“Issuer”~~"TRUST") to issue and sell $~~450,000,000~~ 482,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ 2.38875% Asset Backed Notes, ~~Series 2014-A~~ Class A-1 (the ~~“Class A Notes”~~"CLASS A-1 NOTES"), $~~39,062,000~~ 475,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ 2.76% Asset Backed Notes, ~~Series 2014-A~~ Class A-2 (the ~~“Class M Notes”~~"CLASS A-2 NOTES"), $~~39,062,000~~ 438,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class B~~ 3.40% Asset Backed Notes, ~~Series 2014-A~~ Class A-3 (the ~~“Class B Notes”),~~ "CLASS A-3 NOTES") and $~~71,876,000~~ 405,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class C~~ 3.96% Asset Backed Notes, ~~Series 2014-A~~ Class A-4 (the ~~“Class C Notes”),~~ "CLASS A-4 NOTES" and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A A-1 Notes, the Class ~~M Notes, the Class B Notes, the Class C~~ A-2 Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”"NOTES"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to ~~a Master~~ the Indenture, to be dated as of ~~August~~ October 1, ~~2001~~2001 (the "INDENTURE"), between the Trust and Bankers Trust Company (the "INDENTURE TRUSTEE"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $46,164,789.37 aggregate principal amount of certificates of beneficial interest (the "CERTIFICATES"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated October 17, 2001 (the "TRUST AGREEMENT"), between the Company, Citibank, N.A., as ~~amended~~ owner trustee (the "Owner Trustee") and First Union Trust Company, National Association, as Delaware Trustee (the "Delaware Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "RECEIVABLES"), with respect to Actuarial Receivables, certain monies due thereunder on or after October 1, 2001 (the "CUTOFF DATE"), and with respect to Simple Interest Receivables, certain monies due or received thereunder on or after the Cutoff Date, such Receivables to be sold to the Trust by the ~~Omnibus Amendment referred~~ Company and to ~~below~~be serviced for the Trust by American Honda Finance Corporation ("AHFC" or, in its capacity as servicer, the ~~Supplemental Indenture No~~"SERVICER"). 1 Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, to ~~Master Indenture,~~ be dated as of ~~August 13~~October 1, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) 2001 (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”"SALE AND SERVICING AGREEMENT"), by and among the ~~Administrator~~Trust, the ~~Issuer~~Company and the Servicer or, ~~BNYMTCNA~~if not defined therein, ~~as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented~~in the Indenture, the ~~“Master Indenture”), and as further supplemented by~~ Trust Agreement or the ~~Series 2014-A Indenture Supplement with respect to the Notes~~Receivables Purchase Agreement, to be dated as of ~~February 19~~October 1, ~~2014~~ 2001 between AHFC and the Company (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)"RECEIVABLES PURCHASE AGREEMENT"), as ~~trustee (~~the ~~“WFNMT Trustee”)~~case may be. As used herein, ~~and as supplemented by~~ "BASIC DOCUMENTS" shall have the ~~Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among~~ meaning specified in the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling Sale and Servicing Agreement. The ~~Receivables transferred to WFNMT by~~ Company hereby agrees with the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 several Underwriters named in Schedule A hereto (~~as heretofore amended~~collectively, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated "UNDERWRITERS") as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.follows:

Appears in 1 contract

Samples: Honda Auto Receivables 2001-3 Owner Trust

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant~~ secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a ~~Master Indenture~~national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of ~~August~~ July 1, ~~2001~~2007, and as amended by the ~~Omnibus~~ First Amendment ~~referred to below, the Supplemental Indenture No. 1 to Master Indenture~~thereto, dated as of ~~August 13~~March 1, ~~2003,~~ 2008 (the ~~Supplemental Indenture No. 2~~ “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to ~~Master Indenture, dated as of June 13, 2007,~~ time in certain designated consumer and small business revolving credit card accounts (the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Accounts”), ~~as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest~~ collections thereon and certain related property to the ~~corporate trust administration of BNY Midwest Trust~~ Company. The Company ~~(“BNYMTC”) (~~has conveyed the ~~successor in interest~~ Receivables, collections thereon and certain related property to the ~~corporate trust administration of Xxxxxx~~ Capital One Master Trust ~~and Savings Bank)), as indenture trustee~~ (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2002, January 13, 2006 and July 1, 2007, as amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of March 301, ~~2005~~2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the ~~Fourth Amendment to the Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated~~ as ~~of June 13, 2007,~~ supplemented by the ~~Fifth Amendment to~~ Series 2002-CC Supplement (the ~~Second Amended and Restated Pooling and Servicing Agreement~~“Series Supplement”), dated as of October 269, ~~2007~~2002, as amended by the ~~Sixth~~ First Amendment to thereto, dated as of March 1, 2008, among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank,~~ The Bank of New York Mellon (formerly known as ~~successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreementthereto, dated as of March 301, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2008 (~~as heretofore amended,~~ the “~~TSA~~Transfer Agreement”), among the ~~Transferor~~Issuer, ~~the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among~~ the Transferor, the Bank, as administrator, and the ~~Servicer~~Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC, and RBC Capital Markets, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Appears in 1 contract

Samples: Underwriting Agreement (Capital One Funding, LLC)

Introductory. ~~WFN Credit Company~~Key Bank USA, ~~LLC~~ National Association, a national banking association (~~“WFN LLC”)~~ "KBUSA"), proposes to cause ~~World Financial Network Credit Card Master Note~~ KeyCorp Student Loan Trust ~~(the “Issuer”) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014~~2000-A (the ~~“Class A Notes”),~~ "Trust") to issue and sell $~~39,062,000 aggregate~~ 100,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ its Floating Rate Class M A-1 Asset Backed ~~Notes, Series 2014-A~~ Notes (the “"Class M A-1 Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”"), and $~~25,000,000 aggregate~~ 450,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ its Floating Rate Class ~~D Asset Backed Notes, Series2014-A~~ A-2 (the “"Class D A-2 Notes~~”) (collectively,~~ " and together with the Class A A-1 Notes, the ~~Class M~~ "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the ~~Class B Notes, the Class C Notes and the Class D Notes~~ "Representative") are ~~the “Notes”)~~acting as representative. The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust Trust was formed pursuant to ~~(a) an~~ the Trust Agreement, dated as of May 31, 2000, as amended and restated by the Amended and Restated Trust Agreement, dated as of ~~August~~ June 1, ~~2001~~2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between ~~WFN LLC~~KBUSA, as ~~transferor~~ depositor and Bank One, National Association, as Eligible Lender Trustee (the ~~“Transferor”~~"Eligible Lender Trustee"). The assets of the Trust include, among other things, a pool of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and ~~U.S. Bank Trust National Association~~ after June 1, 2000, with respect to certain of the Initial Financed Student Loans, (~~“U.S. Bank”~~the "Cutoff Date"), ~~as successor to Chase Bank USA~~an interest rate swap agreement, ~~National Association~~ in the form of a 1992 ISDA Master Agreement, and schedule thereto and related confirmation related thereto (~~“Chase”~~the "Interest Rate Swap"), ~~as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”),~~ each dated as of ~~September 29~~June 22, ~~2006~~2000, by between the Trust and ~~among the Transferor, Chase~~KBUSA, as ~~resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee~~ the swap counterparty (~~as heretofore amended and supplemented~~in such capacity, the “"Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the "Securities Insurer") to Bankers Trust ~~Agreement”~~Company, a New York banking corporation (the "Indenture Trustee") for the benefit of the Noteholders (the "Securities Guaranty Insurance Policy")~~, and (b)~~ . Such Initial Financed Student Loans were sold to the ~~filing~~ Eligible Lender Trustee on behalf of ~~a certificate of trust with~~ the ~~Secretary of State of Delaware on July 27, 2001, as amended~~ Trust by the ~~Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued~~ Seller pursuant to ~~a Master Indenture, dated as of August 1, 2001, as amended by~~ the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture~~Sale and Servicing Agreement, dated as of June 131, ~~2007~~2000 (as amended and supplemented from time to time, the ~~Supplemental Indenture No. 3 to Master Indenture~~"Sale and Servicing Agreement"), ~~dated as of May 27, 2008~~among, the ~~Supplemental Indenture No. 4 to~~ Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”Servicer"), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))KBUSA, as ~~indenture trustee~~ seller (in such capacity, the ~~“Indenture Trustee”~~"Seller"), and ~~as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”)~~KBUSA, as administrator (in such capacity, the “"Administrator”"). The Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the ~~Issuer~~Commonwealth of Pennsylvania ("PHEAA" and, ~~BNYMTC~~in its capacity as a sub-servicer, ~~as resigning Indenture Trustee~~a "Sub-Servicer") and Great Lakes Educational Loan Services, ~~and BNYMTCNA~~Inc., ~~as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012~~ a Wisconsin corporation (~~the “Successor Indenture Trustee Agreement”~~"Great Lakes" or a "Sub-Servicer"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect . The Notes will be issued pursuant to the ~~Notes,~~ Indenture to be dated as of ~~February 19~~June 1, ~~2014~~ 2000 (~~the “Indenture Supplement” and, together with the Master Indenture~~as amended and supplemented from time to time, the “"Indenture”"), between the Indenture Trustee and the Trust. The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the ~~Second Amended and Restated Pooling and Servicing~~ "Insurance Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, ") dated as of June 1322, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, 2000 by and among the ~~Transferor~~Securities Insurer, ~~BNYMTC~~KBUSA, (in its capacities as ~~resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by~~ the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplementedSeller, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amendedMaster Servicer, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the ServicerAdministrator, and the ~~Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor~~Depositor), the ~~Bank~~Trust, the ~~Servicer, the Issuer, the WFNMT~~ Indenture Trustee and the ~~Indenture~~ Eligible Lender Trustee. ~~The Bank has agreed to provide notices and perform~~ After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the ~~Issuer~~ Trust, will acquire certain ~~other administrative obligations required~~ additional student loans, identified in the Sale and Servicing Agreement on or prior to July 31, 2000 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the ~~TSA~~Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust ~~Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer,~~ pursuant ~~to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment~~ to the Administration Agreement, dated as of ~~July 31~~June 1, ~~2009~~ 2000 (as ~~heretofore amended~~amended and supplemented from time to time, the “"Administration Agreement”"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the ~~Bank~~Trust and KBUSA, as ~~Administrator~~cap provider (in such capacity, the "Cap Provider"), whereunder the Noteholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and the ~~Issuer~~Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The ~~TSA, the PSA, the Receivables Purchase~~ Sale and Servicing Agreement, the Indenture, the Trust ~~Agreement~~ Agreement, the Insurance Agreement, the Administration Agreement, the Interest Rate Swap and the ~~Administration~~ Cap Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Notes as contemplated herein, ~~collectively~~and pursuant to the Trust Agreement, as the ~~“Program Documents.” This Underwriting Agreement is referred~~ Trust will issue its Trust Certificate (the "Certificate") representing a fractional undivided residual ownership interest in the Trust to ~~herein as this “Agreement.” To~~ the ~~extent not defined herein, capitalized~~ Seller. Capitalized terms used and not otherwise defined herein shall have the meanings ~~assigned~~ given them in ~~the Program Documents~~Appendix A attached hereto.

Appears in 1 contract

Samples: Subservicing Agreement (Keycorp Student Loan Trust 2000-A)

Introductory. ~~WFN Credit Company~~It is proposed that Fleet National Bank, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2014-A (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, trustee under each ~~as a representative~~ of the ~~Underwriters~~ Trusts (as defined below) ~~may be referred~~ (each, a "Trustee"), issue and sell to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLCMorgxx Xxxnxxx & Xo. Incorporated, as ~~transferor~~ underwriter (the ~~“Transferor”~~"Underwriter"), its pass through certificates in the aggregate principal amounts set forth on Schedule I hereto and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee~~ with the interest rates and final distribution dates set forth on Schedule II hereto (the ~~“Owner Trustee”), as supplemented by~~ "Offered Certificates") on the ~~Instrument of Resignation, Appointment~~ terms and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006conditions stated herein. The ~~Notes~~ Offered Certificates will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenturepass through trust agreement, dated as of June 13__, ~~2007~~1997 (the "Basic Agreement"), ~~the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture~~and four separate supplements thereto, dated as of June 28__, ~~2010~~ 1997 (each, a "Trust Supplement" and together with the ~~Supplemental Indenture No. 5 to Master Indenture~~Basic Agreement, ~~dated as of February 20~~collectively, ~~2013~~the "Pass Through Trust Agreements") between America West Airlines, ~~each between the Issuer and Union Bank~~Inc., ~~National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”)~~ a Delaware corporation (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”"Company"), and ~~as supplemented~~ the Trustee, relating to the creation and administration of America West Airlines Pass Through Trust Series 1997-1A (the "Class A Trust"), America West Airlines Pass Through Trust Series 1997-1B (the "Class B Trust"), America West Airlines Pass Through Trust Series 1997-1C (the "Class C Trust") and America West Airlines Pass Through Trust Series 1997-1D (the "Class D Trust" and, together with the Class A Trust, the Class B Trust and the Class C Trust, the "Trusts"). Certain amounts of interest payable on the Offered Certificates to be issued by the ~~Agreement~~ Class A Trust, the Class B Trust and the Class C Trust will be entitled to the benefits of ~~Resignation~~a separate liquidity facility for each such Trust. Kredietbank N.V., ~~Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank)~~ acting through its New York branch (the ~~“Bank”~~"Liquidity Provider"), ~~as administrator~~ will enter into three irrevocable revolving credit agreements (~~in such capacity~~each, ~~the “Administrator”~~a "Liquidity Facility"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~June __, ~~2014 (~~1997, for the ~~“Indenture Supplement” and, together with~~ benefit of the ~~Master Indenture~~holders of the Offered Certificates issued by the Class A Trust, the ~~“Indenture”)~~Class B Trust and the Class C Trust, 2 respectively. The ~~primary asset~~ Liquidity Provider and the holders of the ~~Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant~~ Offered Certificates will be entitled to the ~~Second Amended and Restated Pooling and Servicing Agreement, dated as~~ benefits of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred~~ an Intercreditor Agreement to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, be dated as of June 13__, ~~2007,~~ 1997 (the ~~Fifth Amendment to the Second Amended and Restated Pooling and Servicing~~ "Intercreditor Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each ") among the ~~Transferor~~Trusts, ~~the~~ Fleet National Bank, as ~~servicer~~ subordination agent (the ~~“Servicer”~~"Subordination Agent"), and ~~Union Bank,~~ the Liquidity Provider. The Leases (as ~~successor to BNYMTCNA (~~defined in the ~~successor in interest to~~ Pass Through Trust Agreements) provide that the ~~corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented~~ aggregate amounts unconditionally payable by the ~~Agreement~~ Company under the Leases will be at least sufficient to pay in full when due all scheduled amounts required to be paid on the Equipment Notes, although the Equipment Notes (as defined in the Pass Through Trust Agreements) are not obligations of ~~Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among~~ the ~~Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented~~ Company or guaranteed by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”)Company. The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent Capitalized terms used but not defined ~~herein, capitalized terms used~~ herein have the meanings assigned to them in the ~~Program Documents~~Pass Through Trust Agreements, or, if not defined therein, the meanings specified in each of the four Indentures referred to in such Pass Through Trust Agreements or in each of the four Leases referred to in such Indentures. The Company understands that the Underwriter proposes to make an offering of the Offered Certificates on the terms, subject to the conditions and in the manner set forth in the Prospectus (as defined below) and Section 5 hereof.

Appears in 1 contract

Samples: America West Airlines Inc

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 475,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2015-A B (the “"Class A Notes”"), $~~39,062,000~~ 26,562,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series ~~2014~~2015-A B (the “"Class M Notes”"), $~~39,062,000~~ 26,562,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series ~~2014~~2015-A B (the “"Class B Notes”"), $~~71,876,000~~ 71,877,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series ~~2014~~2015-A B (the “"Class C Notes”"), and $~~25,000,000~~ 25,001,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014~~Series 2015-A B (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes are referred to herein as the “"Underwritten Notes”". The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained Notes Transaction”"). RBC Capital Markets, LLC, X.X. Xxxxxx Securities ~~LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ LLC and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014~~2015-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~August 21, ~~2014~~ 2015 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 325,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series 2014-A C (the “"Class A Notes”"), $~~39,062,000~~ 18,174,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A C (the “"Class M Notes”"), $~~39,062,000~~ 18,174,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A C (the “"Class B Notes”"), $~~71,876,000~~ 49,178,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A C (the “"Class C Notes”"), and $~~25,000,000~~ 17,106,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014~~Series 2014-A C (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes are referred to herein as the “"Underwritten Notes”". The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained Notes Transaction”"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and ~~Xxxxx Fargo Securities, LLC~~Mizuho Securities USA Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series 2014-A C Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 7, 2014 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: WFN Credit Co LLC

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 100,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ B(2007-B2) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A B(2007-B2) Notes~~”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (~~” or the “~~Class M~~ Offered Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are ” or the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance,~~ Class B(2007-B2) Terms Document dated as of ~~June 26~~July 31, ~~2012~~ 2007 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms document, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriter for the Class B(2007-B2) Notes listed on Schedule A hereto (the “Underwriter”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant~~ secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a ~~Master Indenture~~national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of ~~August~~ July 1, ~~2001~~2007, and as amended by the ~~Omnibus~~ First Amendment ~~referred to below, the Supplemental Indenture No. 1 to Master Indenture~~thereto, dated as of ~~August 13~~March 1, ~~2003,~~ 2008 (the ~~Supplemental Indenture No. 2~~ “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to ~~Master Indenture, dated as of June 13, 2007,~~ time in certain designated consumer and small business revolving credit card accounts (the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Accounts”), ~~as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest~~ collections thereon and certain related property to the ~~corporate trust administration of BNY Midwest Trust~~ Company. The Company ~~(“BNYMTC”) (~~has conveyed the ~~successor in interest~~ Receivables, collections thereon and certain related property to the ~~corporate trust administration of Xxxxxx~~ Capital One Master Trust ~~and Savings Bank)), as indenture trustee~~ (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2002, January 13, 2006 and July 1, 2007, as amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of March 301, ~~2005~~2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the ~~Fourth Amendment to the Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated~~ as ~~of June 13, 2007,~~ supplemented by the ~~Fifth Amendment to~~ Series 2002-CC Supplement (the ~~Second Amended and Restated Pooling and Servicing Agreement~~“Series Supplement”), dated as of October 269, ~~2007~~2002, as amended by the ~~Sixth~~ First Amendment to thereto, dated as of March 1, 2008, among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank,~~ The Bank of New York Mellon (formerly known as ~~successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreementthereto, dated as of March 301, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2008 (~~as heretofore amended,~~ the “~~TSA~~Transfer Agreement”), among the ~~Transferor~~Issuer, ~~the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among~~ the Transferor, the Bank, as administrator, and the ~~Servicer~~Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC, and Xxxxx Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Appears in 1 contract

Samples: Underwriting Agreement (Capital One Master Trust)

Introductory. ~~WFN Credit Company~~Capital One Multi-asset Execution Trust, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ a Delaware statutory trust (the “Issuer”~~) to issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~), ~~Series 2014-A~~ and Capital One Funding, LLC, a Virginia limited liability company (the “~~Class A Notes~~Company”), ~~$39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A~~ as beneficiary (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (~~collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ as hereinafter defined) (the “Notes”). The ~~Class A~~ Notes ~~are referred~~ will be issued pursuant to ~~herein~~ the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “~~Underwritten Notes~~Indenture”. ), between the Issuer and The ~~Class M Notes~~Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the ~~Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the~~ “~~Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction~~Indenture Trustee”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is ~~a Delaware statutory trust formed~~ operated pursuant to ~~(a) an~~ a Second Amended and Restated Trust Agreement, dated as of ~~August 1~~January 13, ~~2001~~2006 (as modified or amended from time to time, the “Trust Agreement”), between ~~WFN LLC~~the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and ~~U.S.~~ Deutsche Bank Trust ~~National Association (“U.S. Bank”)~~Company Delaware, ~~as successor to Chase Bank USA, National Association (“Chase”)~~a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be ~~issued pursuant~~ secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a ~~Master Indenture~~national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of ~~August~~ July 1, ~~2001~~2007, and as amended by the ~~Omnibus~~ First Amendment ~~referred to below, the Supplemental Indenture No. 1 to Master Indenture~~thereto, dated as of ~~August 13~~March 1, ~~2003,~~ 2008 (the ~~Supplemental Indenture No. 2~~ “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to ~~Master Indenture, dated as of June 13, 2007,~~ time in certain designated consumer and small business revolving credit card accounts (the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Accounts”), ~~as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest~~ collections thereon and certain related property to the ~~corporate trust administration of BNY Midwest Trust~~ Company. The Company ~~(“BNYMTC”) (~~has conveyed the ~~successor in interest~~ Receivables, collections thereon and certain related property to the ~~corporate trust administration of Xxxxxx~~ Capital One Master Trust ~~and Savings Bank)), as indenture trustee~~ (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral CertificateTrust”) ~~representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ pursuant to the ~~Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~September 30, ~~1996~~1993, as amended and restated as of ~~September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2002, January 13, 2006 and July 1, 2007, as amended by the ~~Omnibus~~ First Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreementthereto, dated as of March 301, ~~2005~~2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the ~~Fourth Amendment to the Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated~~ as ~~of June 13, 2007,~~ supplemented by the ~~Fifth Amendment to~~ Series 2002-CC Supplement (the ~~Second Amended and Restated Pooling and Servicing Agreement~~“Series Supplement”), dated as of October 269, ~~2007~~2002, as amended by the ~~Sixth~~ First Amendment to thereto, dated as of March 1, 2008, among the ~~Second Amended and Restated~~ Company, as Transferor (as defined in the Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor), the Bank, as servicer (the “Servicer”), and ~~Union Bank,~~ The Bank of New York Mellon (formerly known as ~~successor to BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (in such capacity, the “~~WFNMT~~ Master Trust Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement . References herein to the ~~Amended and Restated~~ Pooling and Servicing Agreement, ~~dated~~ unless otherwise specified, shall mean the Pooling and Servicing Agreement as ~~of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended,~~ supplemented by the ~~“Collateral~~ Series Supplement~~” and, together with~~ . Pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement, the ~~“PSA”). The assets of WFNMT include~~Trust Agreement, ~~among other things, certain amounts due (~~and the ~~“Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended~~ Transfer and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase~~ Administration Agreement, dated as of ~~August 1~~October 9, ~~2001~~2002, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreementthereto, dated as of March 301, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2008 (~~as heretofore amended,~~ the “~~TSA~~Transfer Agreement”), among the ~~Transferor~~Issuer, ~~the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among~~ the Transferor, the Bank, as administrator, and the ~~Servicer~~Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Barclays Capital Inc., RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the ~~WFNMT Trustee~~ Company, the Seller and the ~~Indenture Trustee. The Bank has agreed to provide notices and perform on behalf~~ Representatives, a form of ~~the Issuer certain other administrative obligations required by the TSA~~which is attached hereto as Exhibit A (each, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the a “~~Administration~~ Terms Agreement”), ~~between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust~~ each of which incorporates by reference this Underwriting Agreement ~~and the Administration Agreement are referred to herein, collectively, as~~ (the “~~Program Documents.~~Agreement,” ~~This Underwriting~~ which shall include the applicable Terms Agreement ~~is referred to herein as this “Agreement.”~~ if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program ~~Documents~~Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Appears in 1 contract

Samples: Terms Agreement (Capital One Master Trust)

Introductory. ~~WFN Credit Company~~PPL Electric Utilities Corporation, ~~LLC~~ a Pennsylvania corporation (“~~WFN LLC~~Company”) ), proposes to ~~cause World Financial Network Credit Card Master Note Trust~~ issue and sell, and the several Underwriters named in Section 3 hereof (the “~~Issuer~~Underwriters”) ), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to ~~issue~~ purchase, upon the terms and conditions set forth herein, $~~450,000,000~~ 375,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes~~the Company’s Senior Secured Bonds, 7.125% Series ~~2014-A~~ due 2013 (the “Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D NotesBonds”) ~~(collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred~~ to ~~herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will~~ be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) issued under an ~~Amended and Restated Trust Agreement~~Indenture, dated as of August 1, 2001, between ~~WFN LLC~~the Company and The Bank of New York Mellon, as ~~transferor~~ trustee thereunder (the “~~Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner~~ Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. ~~1 to Master Indenture, dated as of August 13, 2003, the~~ 8 (“Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank8”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~October 1, ~~2014~~ 2008 (~~the “Indenture Supplement” and, together with the Master Indenture~~as so supplemented, the “Indenture”). The ~~primary asset of the Issuer is a certificate~~ Bonds will be initially secured by mortgage bonds (~~the~~ “~~Collateral Certificate~~Mortgage Bonds”) ~~representing~~ to be issued by the Company in a ~~beneficial interest in~~ like aggregate principal amount as the ~~assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Bonds pursuant to the ~~Second Amended~~ Company’s Mortgage and ~~Restated Pooling and Servicing Agreement, dated as~~ Deed of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing AgreementTrust, dated as of October 261, ~~2007~~1945, ~~the Sixth Amendment~~ to ~~the Second Amended and Restated Pooling and Servicing Agreement~~Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration~~ Xxxxxx Guaranty Trust Company of ~~BNYMTC (the successor in interest to the corporate trust administration~~ New York, formerly Guaranty Trust Company of ~~Xxxxxx Trust and Savings Bank)~~New York), as trustee thereunder (the “~~WFNMT~~ Mortgage Trustee”), as amended and supplemented by seventy indentures supplemental thereto (the “Mortgage and Deed of Trust”), and as to be amended and supplemented by ~~the Agreement of Resignation, Appointment and Acceptance,~~ a Seventy-Seventh Supplemental Indenture to be dated as of ~~May 27~~October 1, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 2008 (the “~~Successor Trustee Agreement~~Seventy-Seventh Supplemental Indenture ”~~), by~~ ) (such Mortgage and ~~among~~ Deed of Trust and the ~~Transferor, BNYMTCNA,~~ Seventy-Seventh Supplemental Indenture being hereinafter collectively referred to herein as ~~resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented,~~ the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSAMortgage”). The ~~assets of WFNMT include, among other things, certain amounts due~~ Company has filed with the Securities and Exchange Commission (the “~~Receivables~~Commission”) an automatic shelf registration statement (No. 333-132574-03) on ~~a pool of private-label credit card accounts~~ Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the ~~Bank~~ rules and regulations of the Commission (the “~~Accounts~~Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). ~~The Receivables are transferred by~~ Such registration statement covers the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf registration of the ~~Issuer certain other administrative obligations required by~~ Bonds under the ~~TSA,~~ Securities Act. Promptly after the ~~Trust~~ date of this Agreement, the ~~Master Indenture~~ Company will prepare and ~~each indenture supplement for each series~~ file a prospectus in accordance with the provisions of ~~notes issued~~ Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the ~~Issuer~~Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to ~~an Administration~~ Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, ~~dated as of August 1, 2001, as amended by the First Amendment~~ all references to the ~~Administration Agreement~~Registration Statement, ~~dated as of July 31, 2009 (as heretofore amended~~any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“~~Administration Agreement~~XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, ~~between~~ any preliminary prospectus or the ~~Bank~~Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, ~~as Administrator, and~~ any preliminary prospectus or the ~~Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively~~Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “~~Program Documents.” This Underwriting Agreement~~ Exchange Act”) which is ~~referred~~ incorporated by reference in or otherwise deemed by Securities Act Regulations to ~~herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned~~ be a part of or included in the ~~Program Documents~~Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (PPL Electric Utilities Corp)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 468,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2002-A (the “"Class A Notes”"), $~~39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000~~ 51,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series ~~2014~~2002-A (the “"Class B Notes”"), and $~~71,876,000~~ 81,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series ~~2014~~2002-A (the “"Class C Notes”)" and, ~~and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the “~~"Notes”"). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001~~2001 (the "Trust Agreement"), between WFN LLC, as transferor (the “"Transferor”"), and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to~~ Chase Manhattan Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001~~, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2001 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust ~~Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Company, as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2002-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~November 7, ~~2014~~ 2002 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, ~~1999, as~~ 1999 and amended and restated a second time as of August 1, ~~2001,~~ 2001 (as ~~amended by the Omnibus Amendment referred to below~~heretofore amended, the ~~Second Amendment to Second~~ "Amended and Restated Pooling and Servicing Agreement"), dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, World Financial Network National Bank (the "Bank"), as servicer (the “"Servicer”"), and ~~Union Bank, as successor to BNYMTCNA~~ BNY Midwest Trust Company (~~the successor in~~ successor-in-interest to the corporate trust administration of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx~~ Harris Trust and Savings ~~Bank)~~Baxx), as xs trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, ~~and~~ as the same is to be amended as of November 7, ~~2001~~ 2002 (as heretofore amended, and as the “same may be further amended on or prior to the Closing Date (as hereinafter defined), the "Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of ~~private-~~private label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001~~2001 (as amended, ~~as amended by~~ the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as the same is to be amended ~~by the First Amendment to the Transfer and Servicing Agreement, dated~~ as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2002 (as heretofore amended, and as the “same may be further amended on or prior to the Closing Date, the "TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA~~, the Trust Agreement~~, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2001 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriter for the Class C Notes listed on Schedule A hereto (the "Class C Underwriter" and, together with the Class A Underwriters and Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Underwriting Agreement (WFN Credit Co LLC)

Introductory. ~~WFN Credit Company~~Toyota Leasing, ~~LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ Inc., a California corporation (the ~~“Issuer”)~~ "Transferor"), and Toyota Motor Credit Corporation, a California corporation ("TMCC"), hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to ~~issue~~ the sale by the Transferor to the Underwriters of $~~450,000,000~~ 410,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ [_____]% Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $650,000,000 aggregate principal amount of [_____]% Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $72,750,000 aggregate principal amount of [ ____]% Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates") and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A ~~Floating Rate Asset Backed Notes, Series 2014~~Certificates") of the Toyota Auto Lease Trust 1997-A (the “"Securitization Trust") under the terms and conditions herein contained. Simultaneously with the issuance of the Class A ~~Notes”)~~Certificates, the Transferor will cause the Trust to issue $~~39,062,000~~ 73,850,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ __% Auto Lease Asset Backed ~~Notes~~Certificates, ~~Series 2014-A~~ Class B (the ~~“Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ "Class B ~~Asset Backed Notes~~Certificates" and, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, together with the Class A ~~Notes~~Certificates, the ~~Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”~~"Investor Certificates"). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes Investor Certificates will be issued pursuant to a ~~Master Indenture~~securitization trust agreement, dated as of ~~August~~ September 1, ~~2001~~1997 (the "Securitization Trust Agreement"), as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the ~~Issuer~~ Transferor and ~~Union Bank,~~ U.S. National Association (~~“Union~~ "U.S. Bank”"), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the ~~“Administrator”~~"Securitization Trustee"), . The Investor Certificates will represent undivided interests in the ~~Issuer, BNYMTC, as resigning Indenture Trustee~~Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, and ~~BNYMTCNA, as successor Indenture Trustee, as further supplemented by~~ the ~~Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012~~ certificate evidencing the Transferor Interest (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” "Transferor Certificate" and, together with the ~~Master Indenture~~Investor Certificates, the ~~“Indenture”~~"Certificates") will be subordinated to the Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a special unit of beneficial interest (the "1997-A SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1997-A SUBI Assets"). The ~~primary asset~~ assets of the ~~Issuer~~ Titling Trust (the "Titling Trust Assets") will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles and light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The Titling Trust is expected to invest certain collections on the Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by TMCC pursuant to an indenture (the "Indenture") dated as of September 1, 1997 between TMCC and U.S. Bank, as trustee (in such capacity, the "Indenture Trustee"). The 1997-A SUBI will be evidenced by a certificate (the ~~“Collateral~~ "1997-A SUBI Certificate”") ~~representing a beneficial interest in~~ issued to TMCC by the ~~assets held in the World Financial Network Credit Card Master~~ Titling Trust ~~(“WFNMT”), issued~~ pursuant to the ~~Second~~ Series 1997-A Supplement (the "1997-A SUBI Supplement") dated [ ], 1997, to the Amended and Restated ~~Pooling~~ Trust and Servicing Agreement (the "Titling Trust Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, ") dated as of October 261, ~~2007~~1996, ~~the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement~~in each case, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among ~~the Transferor, the Bank~~TMCC, as ~~servicer (the “Servicer”)~~grantor, initial beneficiary and ~~Union Bank~~servicer, ~~as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~TMTT, Inc., as trustee (the ~~“WFNMT~~ "Titling Trustee~~”),~~ ") and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union U.S. Bank, as ~~successor WFNMT Trustee~~ trust agent (~~as heretofore amended and supplemented~~in such capacity, the ~~“Amended and Restated Pooling and Servicing Agreement”~~"Trust Agent")~~, and as further supplemented by~~ . TMCC will transfer the ~~Collateral Series Supplement~~ 1997-A SUBI Certificate to the ~~Amended~~ Transferor pursuant to the 1997-A SUBI Certificate Purchase and ~~Restated Pooling and Servicing~~ Sale Agreement between them (the "1997-A SUBI Certificate Sale Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”"). The ~~assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private~~1997-~~label credit card accounts of the Bank (the “Accounts”). The Receivables are~~ A SUBI Certificate will be transferred ~~by the Transferor to WFNMT pursuant to the Amended~~ and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred assigned by the Transferor to the ~~Issuer~~ Securitization Trustee pursuant to the ~~Transfer~~ Securitization Trust Agreement. The Titling Trust Assets (including the 1997-A SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Series 1997-A SUBI Servicing ~~Agreement,~~ Supplement to the Titling Trust Agreement dated as of ~~August~~ September 1, ~~2001~~1997 (the "1997-A SUBI Servicing Supplement") among the Titling Trustee, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 TMCC and the ~~Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the~~ Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The ~~Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the~~ Securitization Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Titling Trust Agreement, the ~~Indenture~~1997-A SUBI Supplement, the ~~Trust Agreement~~ 1997-A SUBI Servicing Supplement, the 1997-A SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), the Indenture and the ~~Administration Agreement~~ TMCC Demand Notes are referred to ~~herein, collectively,~~ herein collectively as the ~~“Program Documents~~"Basic Agreements".~~” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.~~

Appears in 1 contract

Samples: Toyota Lease Trust

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 600,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A C (the “Class A Notes”), $~~39,062,000~~ 53,425,000 aggregate 106145314 WFN 2019-C Underwriting Agreement principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A C (the “Class M Notes”), ) and $~~39,062,000~~ 30,822,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A C (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “Notes”). The Class A Notes and the Class M Notes are referred to collectively herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B ~~Notes, the Class C Notes and the Class D~~ Notes (referred to ~~collectively~~ herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained ~~Notes~~ Note Transaction”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and~~ Xxxxx Fargo Securities, LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” ”. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2019-A C Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~September 18, ~~2014~~ 2019 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). 106145314 WFN 2019-C Underwriting Agreement The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, and the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of 106145314 WFN 2019-C Underwriting Agreement May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN Credit Company~~Prime Receivables Corporation, ~~LLC~~ a Delaware corporation (~~“WFN LLC”)~~ the "Transferor"), proposes to cause ~~World Financial Network~~ Prime Credit Card Master ~~Note~~ Trust (the ~~“Issuer”~~"Trust") to issue $~~450,000,000~~ 400,000,000 in aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ 6.7% Class A ~~Floating Rate~~ Asset Backed ~~Notes~~Certificates, Series ~~2014~~2000-A 1 (the “"Class A Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”Certificates"). The Class A ~~Notes~~ Certificates are ~~referred~~ to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to ~~a Master Indenture, dated as of August 1, 2001, as amended by~~ the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~December 15, ~~1996~~1992, among the Transferor, Federated Department Stores, Inc. ("Federated") and The Chase Manhattan Bank, as ~~amended and restated as of September 17, 1999~~Trustee (the "Trustee"), as supplemented or amended in accordance with its terms (the "Pooling and ~~restated a second time~~ Servicing Agreement"), and the Series 2000-1 Supplement (the "Series Supplement") to be entered into among the Transferor, FDS Bank ("FDS"), as Servicer, and the Trustee. In addition, concurrently with the issuance of ~~August~~ the Class A Certificates, the Transferor shall cause the Trust to issue pursuant to the Pooling and Servicing Agreement and the Series Supplement, $38,100,000 in aggregate principal amount of Class B Asset Backed Certificates, Series 2000- 1, ~~2001~~(the "Class B Certificates") and $38,100,000 in aggregate principal amount of Class C Asset Backed Certificates, ~~as amended~~ Series 2000-1 (the "Class C Certificates," and, together with the Class A Certificates and the Class B Certificates, the "Investor Certificates"). Each Certificate represents a specified percentage of an undivided interest in the Trust. The assets of the Trust will include receivables (the "Receivables") generated from time to time in the credit card accounts (the "Accounts") originated by FDS and certain other subsidiaries identified on Schedule A (each, an "Originator") of Federated and sold to the Transferor, all monies due or to become due in respect of the Receivables, including Receivables resulting from certain fees billed to obligors on the Accounts, any Receivables in the Accounts added to the Trust from time to time, moneys on deposit in certain accounts of the Trust, all of the Transferor's right, title and interest in the Receivables Purchase Agreement, and payments made in respect of Enhancements issued with respect to any other Series of certificates issued by the ~~Omnibus Amendment referred~~ Trust pursuant to ~~below,~~ the ~~Second Amendment to Second Amended and Restated~~ Pooling and Servicing Agreement, ~~dated as~~ other than the Investor Certificates (which Enhancements will not be available for the benefit of ~~May 19, 2004,~~ the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”Class A Certificates). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program Documents.~~Pooling and Servicing Agreement. The Transferor hereby agrees with Credit Suisse First Boston Corporation (in such capacity the "Representative") as representative of the several underwriters named in Schedule A (the "Underwriters") as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Prime Receivables Corp)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 125,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2008-A2) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2008-A2) Notes” or the “Offered Notes”), ) and $~~39,062,000~~ 122,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class ~~M Asset Backed Notes, Series 2014~~A(2008-A A1) (the “Class M A(2008-A1) Notes~~”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ ” and together with the Class ~~B Asset Backed~~ A(2008-A2) Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation~~Class A(2008-A1) Terms Document and the Class A(2008-A2) Terms Document, ~~Appointment and Acceptance,~~ each dated as of ~~June 26~~May 16, ~~2012~~ 2008 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms document, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement"), among the Company, Advanta Bank Corp. (“Advanta"), as servicer (in such capacity, the “Servicer"), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A(2008-A2) Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 395,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A B (the “Class A Notes”), $~~39,062,000~~ 18,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A B (the “Class M Notes”), $~~39,062,000~~ 23,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A B (the “Class B Notes”), and $~~71,876,000~~ 62,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2009-A B (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative representatives of the Underwriters ~~(as defined below)~~ may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Class M Notes, the Class B Notes and the Class C Notes (collectively, the “Purchased Notes”) will be offered and sold directly by WFN LLC to World Financial Network National Bank (the “Bank”) (such offers and sales referred to herein, collectively, as the “Purchased Notes Transaction”). One or more of the underwriters for the Class A Notes listed on Schedule A hereto (the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 8, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, ~~2007,~~ 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, ~~the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013,~~ each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity Bank (formerly known as World Financial Network~~ the Bank~~) (the “Bank”)~~, as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2009-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~August 13, ~~2014~~ 2009 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~October~~ October, 26, ~~2007,~~ 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration of~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2007 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.. A shelf registration statement on Form S-3 (having registration number 333-133170) has been prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), including a form of prospectus, relating to the Notes and the Collateral Certificate. For purposes of this

Appears in 1 contract

Samples: Underwriting Agreement (WFN Credit Co LLC)

Introductory. ~~WFN Credit Company,~~ First National Funding LLC (“~~WFN~~ FNF LLC” or the “Transferor”) ), a limited liability company formed under the laws of the State of Nebraska, proposes to cause ~~World Financial Network Credit Card~~ First National Master Note Trust (the “Issuer”) to issue and sell $~~450,000,000 aggregate~~ [___] principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class A Floating Rate [___]% Asset Backed Notes, Series ~~2014~~2007-A 1 (the “Class A Notes”), $~~39,062,000 aggregate~~ [___] principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class M B Floating Rate [___]% Asset Backed Notes, Series ~~2014~~2007-~~A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A~~ 1 (the “Class B Notes”), ) and $~~71,876,000 aggregate~~ [___] principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Class C Floating Rate [___]% Asset Backed Notes, Series ~~2014~~2007-A 1 (the “Class C Notes”), and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the~~ “Notes”~~). The Class A Notes are referred~~ ) to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined ~~below~~hereinafter) ~~may be referred to herein individually~~ for whom you are acting as ~~a “Representative” and collectively as~~ Representatives (the “Representatives.” ”). The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~October 16, ~~2001, between WFN LLC, as transferor~~ 2002 (the “~~Transferor~~Trust Agreement”), between the Transferor and ~~U.S. Bank~~ Wilmington Trust ~~National Association~~ Company (“~~U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase~~WTC”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), ) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~October 16, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2002. The Notes will be issued pursuant to a Master Indenture, dated as of ~~August 1~~October 24, ~~2001,~~ 2002 (as ~~amended by the Omnibus Amendment referred to below~~amended, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank~~The Bank of New York Trust Company, ~~National Association~~ N.A. (~~“Union Bank”), as~~ successor to The Bank of New ~~York Mellon Trust Company, N.A.~~ York) (“~~BNYMTCNA~~BNYTC”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2000-~~A Indenture~~ 0 Xxxxxxxxx Supplement with respect to the ~~Notes,~~ Notes to be dated as of ~~February 19~~April [ ], ~~2014~~ 2007 (the “Indenture Supplement,” ~~and,~~ and together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ First Bankcard Master Credit Card ~~Master~~ Trust (the “~~WFNMT~~Certificate Trust”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~October 24, ~~1996,~~ 2002 (as amended and ~~restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below~~supplemented, the ~~Second Amendment to Second Amended and Restated~~ “Pooling and Servicing Agreement”), ~~dated as~~ among FNF LLC, First National Bank of ~~May 19~~Omaha, ~~2004,~~ a national banking association (the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the “Bank”), as servicer (the “Servicer”), ) and ~~Union Bank, as~~ BNYTC (successor to ~~BNYMTCNA (the successor in interest to the corporate trust administration~~ The Bank of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~New York), as trustee (the “~~WFNMT~~ Certificate Trust Trustee”), and ~~as supplemented by~~ the ~~Agreement of Resignation, Appointment and Acceptance~~Collateral Series Supplement, dated as of ~~May 27~~October 24, ~~2008~~2002, ~~by and among~~ to the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 Agreement (~~as heretofore amended,~~ the “Collateral Supplement” ~~and,~~ and together with the ~~Amended and Restated~~ Pooling and Servicing Agreement, the “~~PSA~~Pooling and Servicing Agreement”). The assets of ~~WFNMT~~ the Certificate Trust include, among other things, certain amounts due (the “Receivables”) on a ~~pool~~ portfolio of ~~private-label~~ Visa® and MasterCard® revolving credit card accounts of owned by the Bank (the “Accounts”). The Receivables are transferred by to the ~~Transferor to WFNMT~~ Certificate Trust pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2002 (as ~~heretofore~~ amended, the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Transferor and the Bank. The Collateral Certificate ~~has been~~ was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by~~ 2002 (the ~~First Amendment to the~~ “Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Bank, as Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of ~~notes~~ Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of ~~August 1~~October 24, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2002 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA~~Transfer and Servicing Agreement, the ~~PSA~~Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. The Transferor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933 (the “Act”), a registration statement on Form S-3 (having the registration number 333-140273), including a

Appears in 1 contract

Samples: Underwriting Agreement (First National Funding LLC)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 375,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A (the “Class A Notes”), $~~39,062,000~~ 18,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A (the “Class M Notes”), $~~39,062,000~~ 23,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A (the “Class B Notes”), $~~71,876,000~~ 62,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2013-A (the “Class C Notes”), and $~~25,000,000~~ 20,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, ~~Series2014~~Series 2013-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ Barclays Capital Inc. and ~~Xxxxx Fargo Securities~~RBC Capital Markets, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, ~~2008,~~ 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~2010, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2013-A Indenture Supplement with respect to the Notes, to be dated as of February 1920, ~~2014~~ 2013 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. ~~WFN Credit Company~~Conn’s Receivables Funding 2023-A, LLC ~~(“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust~~ (the “Issuer”) proposes to ~~issue~~ sell $~~450,000,000~~ 160,690,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class A Floating Rate~~ Asset Backed Fixed Rate Notes, Class A, Series ~~2014~~2023-A (the “Class A Notes”), $~~39,062,000~~ 82,430,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M~~ Asset Backed Fixed Rate Notes, ~~Series 2014-A (the “~~Class ~~M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes~~B, Series ~~2014~~2023-A (the “Class B Notes”), ) and $~~71,876,000~~ 30,550,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class C~~ Asset Backed Fixed Rate Notes, Class C, Series ~~2014~~2023-A (the “Class C Notes”), and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ together with the Class D A Notes and the Class B Notes, the “Purchased Notes” or the “Offered Series 2023-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes and the Asset Backed Class R Notes, ~~Series2014~~Series 2023-A (the “Class D R Notes~~”) (collectively~~” and, collectively with the ~~Class A~~ Purchased Notes, the ~~Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the~~ “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be ~~retained by WFN LLC~~ issued pursuant to a Base Indenture, to be dated as of August 17, 2023 (~~referred to herein as~~ the “~~Retained Notes Transaction~~Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of August 17, 2023 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Computershare Trust Company, National Association, as trustee (in such capacity, the “Trustee”). ~~X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative~~ The Notes will be secured by the assets of the ~~Underwriters~~ Issuer, which will consist primarily of a certificate (~~as defined below) may be referred to herein individually as a “Representative” and collectively as~~ the “~~Representatives.”~~ Receivables Trust Certificate”) representing a 100% interest in Conn’s Receivables 2023-A Trust (the “Receivables Trust”). The ~~Issuer is a Delaware statutory trust formed~~ Receivables Trust Certificate will be issued pursuant ~~to (a)~~ to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of August 117, ~~2001, between WFN LLC, as transferor~~ 2023 (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts and installment loans (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and ~~(b)~~ certain related rights. The Receivables Trust Certificate will be sold to the ~~filing~~ Issuer pursuant to the terms of a ~~certificate of trust with the Secretary of State of Delaware on July 27~~Purchase and Sale Agreement, ~~2001, as amended by the Certificate of Amendment~~ to ~~Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will~~ be ~~issued pursuant to a Master Indenture,~~ dated as of August 117, ~~2001~~2023 (the “Purchase and Sale Agreement”), ~~as amended~~ between the Depositor and the Issuer. The Class R Notes will be retained by the ~~Omnibus Amendment referred~~ Depositor on the Closing Date (as defined below). The Receivables will be sold (i) by the Seller to ~~below~~the Depositor pursuant to a First Receivables Purchase Agreement, ~~the Supplemental Indenture No. 1~~ to ~~Master Indenture,~~ be dated as of August 1317, ~~2003~~2023 (the “First Receivables Purchase Agreement”), between the ~~Supplemental Indenture No. 2~~ Seller and the Depositor, and (ii) by the Depositor to ~~Master Indenture~~the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of ~~June 13~~August 17, ~~2007~~2023 (the “Second Receivables Purchase Agreement”), between the ~~Supplemental Indenture No~~Depositor and the Receivables Trust. 3 The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to ~~Master Indenture~~the terms of a Servicing Agreement, to be dated as of ~~May 27~~August 17, ~~2008,~~ 2023 (the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“~~Union Bank~~Servicing Agreement”), ~~as successor to The Bank of New York Mellon Trust Company~~among the Issuer, ~~N.A. (“BNYMTCNA”) (~~the ~~successor in interest to~~ Receivables Trust, the ~~corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ Trustee and ~~Savings Bank))~~Conn Appliances, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator servicer (in such capacity, the “~~Administrator~~Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the ~~Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by~~ back-up servicer of the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect Receivables pursuant to the ~~Notes~~terms of a Back-Up Servicing Agreement, to be dated as of ~~February 19~~August 17, ~~2014~~ 2023 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Back-Up Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the BankTrust, the Servicer, the Issuer, the ~~WFNMT~~ Trustee and SST, as back-up servicer (in such capacity, the ~~Indenture Trustee~~“Back-Up Servicer”). In connection with the issuance of the Notes, Conn’s Receivables 2022-A Trust, Conn’s Receivables 2021-A Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into the Fourteenth Amended and Restated Intercreditor Agreement, to be dated as of August 17, 2023 (the “Intercreditor Agreement”), with XX Xxxxxx Xxxxx Bank, N.A., as collateral agent, Pathlight Capital LP and Xxxxxxxx Investments Holdings LLC, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The ~~Bank has~~ Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be August 17, 2023, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to ~~provide notices~~ in writing by the Initial Purchasers and ~~perform on behalf~~ the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer ~~certain other administrative obligations required by~~ agrees to sell the ~~TSA~~Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the ~~Master Indenture~~ Purchase and ~~each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration~~ Sale Agreement, ~~dated as of August 1, 2001, as amended by~~ the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the ~~Indenture~~Second Receivables Purchase Agreement, the ~~Trust~~ Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and ~~the Administration~~ this Agreement are ~~referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is~~ collectively referred to herein as the “Transaction Documents”. Prior to 2:00 p.m. New York City time on August 7, 2023 (i.e, the date and time the first Contract of Sale (as defined below) was entered into) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated August 2, 2023 (the “Preliminary Offering Memorandum”), (ii) the CONN 2023-A Roadshow vf, initially provided to investors on August 2, 2023 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the Intex Systems Settings Files (SSS) meta language describing the transactions contemplated by the Transaction Documents (the “SSS Data”) and (v) the Microsoft Excel file entitled “CONN 2023-A Strats for OM 6.30.23 Cutoff Pool v3.xlsx” (the “CONN 2023-A Strats”, and collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the SSS Data, the “Time of Sale Information”). Any reference in this ~~“Agreement.” To~~ Agreement to the ~~extent not defined herein~~Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, ~~capitalized terms used herein have~~ as applicable. If, subsequent to the ~~meanings assigned~~ Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the ~~Program Documents~~light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.

Appears in 1 contract

Samples: Note Purchase Agreement (Conns Inc)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 400,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A (the “Class A Notes”), $~~39,062,000~~ 30,667,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A (the “Class M Notes”), ) and $~~39,062,000~~ 20,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2017-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “Notes”). The Class A Notes are referred to collectively herein as the “Underwritten Notes”. The Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained ~~Notes~~ Note Transaction”). ~~X.X. Xxxxxx Securities~~ RBC Capital Markets, LLC, CIBC World Markets Corp. and Xxxxxxx Lynch, ~~Pierce~~Xxxxxx, Xxxxxx & Xxxxx ~~Incorporated and Xxxxx Fargo Securities, LLC~~Incorporated, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” ”. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2017-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~May 22, ~~2014~~ 2017 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, and the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. ~~WFN~~ Nordstrom Credit ~~Company,~~ Card Receivables II LLC (the “~~WFN LLC~~Transferor”), as beneficiary (in such capacity, the “Beneficiary”) ~~proposes to cause World Financial Network~~ of Nordstrom Credit Card Master Note Trust II, a Delaware statutory trust (the “Issuer” or the “Trust”), proposes to sell $325,000,000 principal amount of Series 2011-1 Class A Asset Backed Notes (the “Series 2011-1 Class A Notes” or the “Offered Notes”) to ~~issue $450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class~~ the initial purchasers listed on Exhibit A ~~Floating Rate Asset Backed Notes, Series 2014-A~~ hereto (the “Class A ~~Notes~~Initial Purchasers” or the “Initial Purchasers”), for resale to “qualified institutional buyers” in reliance upon Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Act”). RBS Securities Inc. and X.X. Xxxxxx Securities LLC will act as the representatives of the Initial Purchasers (the “Representatives”). Concurrently with the issuance and sale of the Offered Notes as contemplated herein, the Issuer will issue $~~39,062,000 aggregate~~ 33,621,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes,~~ Series ~~2014~~2011-~~A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ 1 Class B Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Series 2011-1 Class B Notes”), ) and $~~71,876,000 aggregate~~ 48,903,000 principal amount of ~~World Financial Network Credit Card Master Note Trust~~ Series 2011-1 Class C Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Series 2011-1 Class C Notes”)” and, together with the Series 2011-1 Class B Notes and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (~~the ~~“Class D Notes”) (collectively, the Class A~~ Offered Notes, the ~~Class M~~ “Series 2011-1 Notes~~, the Class B Notes, the Class C Notes and the Class D Notes are~~ ” or the “Notes”). The ~~Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the~~ Series 2011-1 Class B ~~Notes,~~ Notes and the Series 2011-1 Class C Notes will not be sold hereunder. The Transferor is a limited liability company formed pursuant to and in accordance with the ~~Class D Notes~~ Delaware Limited Liability Company Act (~~referred to collectively herein~~ 6 Del. Code § 18-101 et seq.) on October 11, 2001, and governed by the Amended and Restated Limited Liability Company Agreement, dated as of May 1, 2007 (the “Limited Liability Company Agreement”), among Nordstrom fsb, a federal savings bank (the “Bank”), as the ~~“Retained Notes”) will be retained by WFN LLC (referred to herein~~ sole equity member, and X. Xxxx Xxxxxxxx and Xxxx Xxxxxx, as the ~~“Retained Notes Transaction”)~~Special Members. X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of the State of Delaware on ~~July 27,~~ October 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and ~~the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association~~ (~~“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~b) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated ~~Pooling and Servicing Agreement,~~ Trust Agreement dated as of ~~January 17~~May 1, ~~1996~~2007 (as amended from time to time, the “Trust Agreement”), between the Beneficiary and Wilmington Trust Company, as ~~amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by~~ owner trustee (the ~~Omnibus Amendment referred to below,~~ “Owner Trustee”). Under the ~~Second Amendment to Second~~ Amended and Restated ~~Pooling and Servicing~~ Administration Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2007 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer, the Bank will perform, on behalf of the Issuer, certain administrative obligations required by the Transfer and Servicing Agreement and the Indenture (all as herein defined). The ~~TSA~~Series 2011-1 Notes will be issued pursuant to an Amended and Restated Master Indenture dated as of May 1, 2007 (as supplemented, the ~~PSA~~“Indenture”), by and between the Issuer and Xxxxx Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), as acknowledged and agreed by the Transferor and the Bank, as Servicer, and as supplemented by an Indenture Supplement dated as of November 22, 2011, by and between the Issuer and the Indenture Trustee. To the extent not defined in this agreement (the “Agreement”), capitalized terms used herein shall have the meanings specified in the Indenture. Under the Operating Agreement, dated as of August 30, 1991, as amended (the “Operating Agreement”), between the Bank and Nordstrom Credit, Inc., a Colorado corporation (the “Seller”), the Bank transfers the Private Label Receivables to the Seller. Pursuant to the Participation Agreement, dated as of May 1, 2007 (the “Participation Agreement”), between the Bank and the Seller, the Bank sells and assigns to the Seller an undivided beneficial interest in certain existing and future amounts in relation to certain VISA® accounts (the “Participation,” and together with the Private Label Receivables, the “Receivables”). The Receivables are transferred by the Seller to the Transferor pursuant to the Receivables Purchase Agreement, dated as of May 1, 2007 (the ~~Indenture~~“Receivables Purchase Agreement”), between the Seller and the Transferor. The Transferor, in turn, transfers the Receivables to the Trust pursuant to the Amended and Restated Transfer and Servicing Agreement, dated as of May 1, 2007 (the “Transfer and Servicing Agreement”), among the Transferor, the ~~Trust Agreement~~ Bank, as Servicer, the Indenture Trustee and the ~~Administration Agreement are~~ Trust. The Offered Notes will be offered pursuant to an offering circular (the “Base Offering Circular”) and an offering circular supplement (collectively with the Base Offering Circular, the “Final Offering Circular”) each dated November 16, 2011 relating to the Offered Notes. As used herein, Final Offering Circular means, with respect to any date or time referred to herein, ~~collectively~~the most recent final Offering Circular with respect to the Offered Notes (as amended or supplemented, if applicable), which has been prepared and delivered by the Bank, the Seller and the Transferor to the Initial Purchasers in accordance with the provisions hereof. Prior to the time the first contract of sale for the Offered Notes was entered into, as set forth on Exhibit A (with respect to the Series 2011-1 Class A Notes) hereto (the “~~Program Documents.” This Underwriting Agreement is~~ Time of Sale”), the Bank, the Seller and the Transferor had prepared a preliminary offering circular dated November 1, 2011, as amended by a preliminary offering circular dated November 14, 2011 (the “Preliminary Base Offering Circular”) and a preliminary offering circular supplement dated November 1, 2011, as amended by a preliminary offering circular supplement dated November 14, 2011 (collectively with the Preliminary Base Offering Circular, the “Preliminary Offering Circular”) with respect to the Offered Notes. As used herein, Preliminary Offering Circular means, with respect to any date or time referred to ~~herein as this “Agreement.” To the extent not defined~~ herein, ~~capitalized terms~~ the most recent preliminary Offering Circular with respect to the Offered Notes (as amended or supplemented, if applicable), which has been prepared and delivered by the Bank, the Seller and the Transferor to the Initial Purchasers in accordance with the provisions hereof. In addition, the Representatives have prepared, using information provided to them by the Bank, the Seller and/or the Transferor, the road show presentation used ~~herein have~~ on November 2, 2011 through November 16, 2011 in connection with the ~~meanings assigned in~~ offering of the ~~Program Documents.~~Offered Notes (such information provided by the Bank, the Seller and/or the Transferor, the “Other Materials”), a copy of which is attached hereto as Exhibit B.

Appears in 1 contract

Samples: Administration Agreement (Nordstrom Inc)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 57,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2008-A (the “Class A Notes”), $~~39,062,000~~ 2,706,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Floating Rate Asset Backed Notes, Series ~~2014~~2008-A (the “Class M Notes”), $~~39,062,000~~ 3,427,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series ~~2014~~2008-A (the “Class B Notes”), and $~~71,876,000~~ 9,019,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series ~~2014~~2008-A (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes, the Class M Notes and the Class B Notes are referred to ~~herein~~ herein, collectively, as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative representatives of the Underwriters ~~(as defined below)~~ may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and ~~Acceptance (the “Instrument of Resignation”)~~Acceptance, dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, ~~2007,~~ 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, ~~the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013,~~ each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity Bank (formerly known as~~ World Financial Network ~~Bank)~~ National Bank (the “Bank”), as ~~administrator (in such capacity, the “~~Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2008-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~September 12, ~~2014~~ 2008 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~October~~ October, 26, ~~2007,~~ 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ Harrix Xxxxt and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-~~private label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2007 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the ~~Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2001 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. $9,019,000 aggregate principal amount of the Class C Notes (the “Purchased Notes”) will be offered and sold directly by WFN LLC to an affiliate of WFN LLC (the “Purchased Notes Transaction”). In connection with the Purchased Notes Transaction, WFN LLC has prepared a Notice (the “Canadian Notice”), a copy of which has been provided to each Representative, relating solely to the Purchased Notes, and has delivered or will deliver the Canadian Notice, together with each of the Preliminary Prospectus and the Prospectus (each as defined below), as applicable, solely to such affiliate as required under the laws of Canada and its Provinces.

Appears in 1 contract

Samples: Underwriting Agreement (WFN Credit Co LLC)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the "Company"), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “"Issuer”) "), to issue $~~450,000,000~~ 320,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class A ~~Floating Rate~~ Asset Backed Notes, Series ~~2014~~2003-A D (the “"Class A Notes”"), $~~39,062,000~~ 37,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note~~ Trust Class B Asset Backed Notes, Series ~~2014~~2003-A D (the “"Class B Notes”"), $~~71,876,000~~ 29,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class C Asset Backed Notes, Series ~~2014~~2003-A D (the “"Class C Notes”)" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and $~~25,000,000~~ 14,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust Class D Floating Rate Asset Backed Notes, ~~Series2014~~Series 2003-A D (the “"Class D Notes~~”) (collectively,~~ " and together with the Class A Notes, the Class ~~M Notes, the Class~~ B ~~Notes, the Class C~~ Notes and the Class ~~D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M~~ C Notes, the ~~Class B~~ "Notes~~, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”~~"). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the ~~“Transferor”),~~ "Trust Agreement") between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ "Master Indenture"), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “"Indenture Trustee”"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2003-A D Indenture Supplement with respect to the ~~Notes, to be~~ Notes dated as of ~~February 19~~December 1, ~~2014~~ 2003 (the “"Indenture Supplement~~” and,~~ " and together with the Master Indenture, the “"Indenture”"). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated~~ a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling Transfer and Servicing Agreement, dated as of August 211, ~~2001, and as amended as of November 7, 2001~~ 2000 (~~as heretofore amended,~~ the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling~~ "Transfer and Servicing Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the ~~“PSA”~~"Servicer")~~. The assets of WFNMT include~~, ~~among other things, certain amounts due (~~and the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Receivables Purchase Agreement~~, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”~~"), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the Transfer and Servicing~~ "Security Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~First Amendment to the~~ "Administration Agreement~~, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"), between ~~the Bank~~Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program~~ "Transaction Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Advanta Business Receivables Corp)

Introductory. ~~WFN Credit Company~~Metris Receivables, ~~LLC~~ Inc. (~~“WFN LLC”)~~ the "Transferor"), a Delaware corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris"), proposes to ~~cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue~~ sell $~~450,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A~~ [-] Floating Rate Asset Backed ~~Notes~~Securities, Series ~~2014~~[-], Class A (the “"Class A ~~Notes”),~~ Securities") and $~~39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M~~ [-] Floating Rate Asset Backed ~~Notes~~Securities, Series ~~2014~~[-A ], Class B (the ~~“Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ "Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), Securities" and ~~$25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes~~Securities, the ~~Class M Notes,~~ "Offered Securities") issued by the ~~Class B Notes,~~ Metris Master Trust (the ~~Class C Notes and the Class D Notes are the “Notes”~~"Trust"). ~~The Class A Notes are referred to herein as~~ Each Offered Security will represent a fractional undivided interest in the ~~“Underwritten Notes”~~Trust. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative assets of the ~~Underwriters (as defined below) may be referred to herein individually as~~ Trust will include, among other things, a ~~“Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as~~ pool of ~~August 1, 2001, between WFN LLC, as transferor~~ receivables (the ~~“Transferor”~~"Receivables") arising under certain MasterCard(R), ~~and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee~~ VISA(R) or other revolving consumer credit accounts(1) (the ~~“Owner Trustee”), as supplemented~~ "Accounts") transferred and sold by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Direct Merchants Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (~~“Union~~ "Direct Merchants Bank”" or, in its capacity as servicer under the P&S (as hereinafter defined), the "Servicer") to Metris pursuant to an Amended and Restated Bank Receivables Purchase Agreement dated as of July 30, 1998 between Metris and Direct Merchants Bank (as supplemented and amended from time to time, the "Bank Purchase Agreement"), then subsequently sold by Metris to the Transferor pursuant to an Amended and Restated Purchase Agreement dated as of July 30, 1998 between Metris and the Transferor (as supplemented and amended from time to time, the "Purchase Agreement") and then transferred by the Transferor to the Trust pursuant to an Amended and Restated Pooling and Servicing Agreement dated as of July 30, 1998 among the Transferor, the Servicer and U.S. Bank National Association (as successor to The Bank of New York ~~Mellon Trust Company, N.A.~~ (~~“BNYMTCNA”~~Delaware) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank"Prior Trustee")), as ~~indenture trustee~~ trustee, (the ~~“Indenture~~ "Trustee”"), ~~and~~ as supplemented by ~~the~~ an Agreement of Resignation, Appointment and ~~Acceptance,~~ Acceptance dated as of ~~May 27~~December 11, ~~2008, by and~~ 2000 among ~~Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity~~Transferor, the ~~“Administrator”)~~Servicer, the ~~Issuer, BNYMTC, as resigning Indenture Trustee,~~ Prior Trustee and ~~BNYMTCNA, as successor Indenture~~ the Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”)Amendment No. The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement 1 to the Amended and Restated Pooling and Servicing Agreement, dated as of ~~August 21~~April 26, ~~2001~~2001 among the Transferor, the Servicer -------------- (1) Visa(R) and Mastercard(R) are registered trademarks of VISA USA Incorporated and Mastercard International Incorporated, respectively. and the Trustee (as amended and supplemented as of ~~November 7, 2001 (as heretofore amended~~the date hereof, the ~~“Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”~~"P&S"). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT Offered Securities will be issued pursuant to the ~~Amended~~ P&S and ~~Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by~~ the ~~Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment~~ Series [-] Supplement to the ~~Receivables Purchase Agreement,~~ P&S (the "Supplement") to be dated ~~as of June 28, 2010 and~~ the ~~Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ Closing Date (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”defined herein), among the Transferor, the ~~Servicer,~~ Servicer and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The ~~Bank has agreed~~ P&S and the Supplement are collectively referred to ~~provide notices~~ herein as the "Pooling and ~~perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust~~ Servicing Agreement~~, the Master Indenture and each indenture supplement for each series of notes~~ ." The $[-] Series [-] Excess Collateral will also be issued ~~by the Issuer,~~ pursuant to ~~an Administration Agreement~~the Pooling and Servicing Agreement and together with the Class A Securities and Class B Securities, ~~dated~~ are referred to herein as ~~of August 1, 2001, as amended by~~ the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer~~"Investor Securities". The ~~TSA, the PSA, the Receivables~~ Bank Purchase Agreement, the ~~Indenture, the Trust~~ Purchase Agreement and the ~~Administration~~ Pooling and Servicing Agreement are collectively referred to ~~herein, collectively~~as the "Designated Agreements." The Transferor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-______) pursuant to Rule 415 under the Securities Act of 1933, as amended (the ~~“Program Documents.” This Underwriting Agreement~~ "Act"), in the form heretofore delivered to the Representative. The Registration Statement, as amended, has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the Execution Time, the most recent such amendment has been declared effective by the Commission. The Transferor will also file with the Commission a prospectus supplement and prospectus relating to the Offered Securities in accordance with Rule 424(b) under the Act ("Rule 424(b)"). The registration statement, including any amendments thereto, the form of prospectus supplement and all documents incorporated by reference therein, is referred to herein as ~~this “Agreement~~the "Registration Statement.~~” To~~ " The Registration Statement shall be in all substantive respects in the form distributed to the Representative prior to the Execution Time or, to the extent not ~~defined herein~~completed at the Execution Time, ~~capitalized terms used herein have~~ shall contain only such specific additional information and other changes as the ~~meanings assigned in~~ Transferor has advised the ~~Program Documents~~Representative, prior to the Execution Time, will be included or made therein.

Appears in 1 contract

Samples: Underwriting Agreement (Metris Master Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 120,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2008-A B (the “Class A Notes”), $~~39,062,000~~ 5,732,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2008-A B (the “Class M Notes”), $~~39,062,000~~ 7,260,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2008-A B (the “Class B Notes”), and $~~71,876,000~~ 19,106,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2008-A B (the “Class C ~~Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D~~ Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B ~~Notes, the Class C~~ Notes and the Class D C Notes are the “Notes”). The Class A Notes and the Class M Notes are referred to ~~herein~~ herein, collectively, as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative representatives of the Underwriters ~~(as defined below)~~ may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and ~~Acceptance (the “Instrument of Resignation”)~~Acceptance, dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, ~~2007,~~ 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, ~~the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013,~~ each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to~~ The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”~~) (the~~ ), as successor ~~in interest~~ to ~~the corporate trust administration of~~ BNY Midwest Trust Company (“BNYMTC”~~) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)~~), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among ~~Comenity Bank (formerly known as~~ World Financial Network ~~Bank)~~ National Bank (the “Bank”), as ~~administrator (in such capacity, the “~~Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2008-A B Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~September 12, ~~2014~~ 2008 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~October~~ October, 26, ~~2007,~~ 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and ~~Union Bank~~BNYMTCNA, as successor to ~~BNYMTCNA~~ BNYMTC (the ~~successor in~~ successor-in-interest to the corporate trust administration of ~~BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust~~ Harrix Xxxxt and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-~~private label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to ~~the~~ Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2007 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the ~~Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2001 (~~as heretofore amended,~~ the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. $7,260,000 aggregate principal amount of the Class B Notes and $19,106,000 aggregate principal amount of the Class C Notes (the “Purchased Notes”) will be offered and sold directly by WFN LLC to an affiliate of WFN LLC (the “Purchased Notes Transaction”). In connection with the Purchased Notes Transaction, WFN LLC has prepared a Notice (the “Canadian Notice”), a copy of which has been provided to each Representative, relating solely to the Purchased Notes, and has delivered or will deliver the Canadian Notice, together with each of the Preliminary Prospectus and the Prospectus (each as defined below), as applicable, solely to such affiliate as required under the laws of Canada and its Provinces.

Appears in 1 contract

Samples: Underwriting Agreement (WFN Credit Co LLC)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 100,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ B(2007-B1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A B(2007-B1) Notes” or the “Offered Notes”), ) and $~~39,062,000~~ 200,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class M A(2007-A1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class M A(2007-A1) Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), ) and $25,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class D D(2007-D1) Asset Backed ~~Notes, Series2014-A~~ Notes (the “Class D Notes~~”) (collectively,~~ ” and together with the Class A A(2007-A1) Notes and Class B(2007-B1) Notes, ~~the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are~~ the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator~~Class B(2007-B1) Terms Document, the ~~Issuer~~Class A(2007-A1) Terms Document and the Class D(2007-D1) Terms Document, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be each dated as of February 1921, ~~2014~~ 2007 (the AdvantaSeries Indenture Supplement, together with such terms documents, the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 500,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A (the “Class A Notes”), $~~39,062,000~~ 37,162,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset WFN 2019-A Underwriting Agreement Backed Notes, Series ~~2014~~2019-A (the “Class M Notes”), ) and $~~39,062,000~~ 25,338,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2019-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M ~~Notes, the Class B Notes, the Class C~~ Notes and the Class D B Notes are the “Notes”). The Class A Notes and the Class M Notes are referred to collectively herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B ~~Notes, the Class C Notes and the Class D~~ Notes (referred to ~~collectively~~ herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained ~~Notes~~ Note Transaction”). ~~X.X. Xxxxxx Securities~~ RBC Capital Markets, LLC, ~~Xxxxxxx Lynch~~CIBC World Markets Corp., ~~Pierce~~Mizuho Securities USA LLC, ~~Xxxxxx & Xxxxx Incorporated~~ and ~~Xxxxx Fargo Securities~~SunTrust Xxxxxxxx Xxxxxxxx, ~~LLC~~Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” ”. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2019-A Indenture Supplement with respect to the Notes, to be dated as of February 1920, ~~2014~~ 2019 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust WFN 2019-A Underwriting Agreement (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, ~~2010 and~~ 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, and the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the WFN 2019-A Underwriting Agreement Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Trust)

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $~~450,000,000~~ 350,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A D (the “Class A Notes”), $~~39,062,000~~ 17,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A D (the “Class M Notes”), $~~39,062,000~~ 22,166,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A D (the “Class B Notes”), $~~71,876,000~~ 58,334,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014~~2012-A D (the “Class C Notes”), and $~~25,000,000~~ 18,667,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, ~~Series2014~~Series 2012-A D (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes, the Class M Notes and the Class B Notes are referred to collectively herein as the “Underwritten Notes”. The ~~Class M Notes, the Class B Notes, the~~ Class C Notes and the Class D Notes (referred to ~~collectively~~ herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC~~The underwriters for the Class A Notes listed on Schedule A hereto (the “Class A Underwriters”), ~~Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated~~ the underwriter for the Class M Notes listed on Schedule A hereto (the “Class M Underwriter”) and ~~Xxxxx Fargo Securities, LLC, each as a representative of~~ the ~~Underwriters~~ underwriter for the Class B Notes listed on Schedule A hereto (~~as defined below~~the “Class B Underwriter”) may be referred to herein individually as a an “~~Representative~~Underwriter” and collectively as ~~the~~ “~~Representatives~~Underwriters.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, ~~2008,~~ 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013~~2010, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2012-A D Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~October 5, ~~2014~~ 2012 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Successor Indenture Trustee Agreement (World Financial Network Credit Card Master Note Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the ~~“Issuer”~~"ISSUER") to issue $~~450,000,000~~ 702,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series ~~2014~~2001-A (the ~~“Class~~ "CLASS A ~~Notes”~~NOTES"), $~~39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000~~ 76,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series ~~2014~~2001-A (the ~~“Class~~ "CLASS B ~~Notes”~~NOTES"), and $~~71,876,000~~ 121,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series ~~2014~~2001-A (the ~~“Class~~ "CLASS C ~~Notes”)~~NOTES" and, ~~and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively,~~ together with the Class A ~~Notes, the Class M Notes,~~ Notes and the Class B Notes, the ~~Class C Notes and the Class D Notes are the “Notes”~~"NOTES"). The Class A Notes and the Class B Notes are referred to ~~herein~~ herein, collectively, as the ~~“Underwritten Notes”.~~ "OFFERED NOTES." The ~~Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”)~~ Issuer will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory business trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, to be dated as of August 1, ~~2001~~2001 (the "TRUST AGREEMENT"), between WFN LLC, as transferor (the ~~“Transferor”~~"TRANSFEROR"), and ~~U.S. Bank Trust National Association (“U.S. Bank”), as successor to~~ Chase Manhattan Bank USA, National Association (~~“Chase”~~"CHASE"), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”"OWNER TRUSTEE"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001~~, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~. The Notes will be issued pursuant to a Master Indenture, to be dated as of August 1, ~~2001~~2001 (the "MASTER INDENTURE"), as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust ~~Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Company, as indenture trustee (the ~~“Indenture Trustee”~~"INDENTURE TRUSTEE"), ~~and~~ as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2001-A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~August 21, ~~2014~~ 2001 (the ~~“Indenture Supplement”~~ "INDENTURE SUPPLEMENT" and, together with the Master Indenture, the ~~“Indenture”~~"INDENTURE"). ~~The~~ Initially, the primary asset of the Issuer is will be a certificate (the ~~“Collateral Certificate”~~"COLLATERAL CERTIFICATE") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), to be issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, ~~1999, as~~ 1999 and amended and restated a second time as of August 1, ~~2001,~~ 2001 (as ~~amended by the Omnibus Amendment referred to below~~heretofore amended, the ~~Second Amendment to Second Amended and Restated Pooling and Servicing Agreement~~"AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT"), dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, World Financial Network National Bank (the ~~Bank~~"BANK"), as servicer (the ~~“Servicer”~~"SERVICER"), and ~~Union Bank, as successor to BNYMTCNA~~ BNY Midwest Trust Company (~~the successor in interest to the corporate trust administration of BNYMTC (the successor in~~ successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT ~~Trustee”~~TRUSTEE"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, to be dated as of August 21, ~~2001, and as amended as of November 7,~~ 2001 (~~as heretofore amended,~~ the ~~“Collateral Supplement”~~ "COLLATERAL SUPPLEMENT" and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the ~~“Receivables”~~"RECEIVABLES") on a pool of ~~private-~~private label credit card accounts of the Bank (the ~~“Accounts”~~"ACCOUNTS"). The Receivables are transferred ~~by the Transferor~~ to WFNMT pursuant to the Amended and Restated Pooling ~~and~~ Servicing Agreement. The Receivables transferred to WFNMT by the Transferor ~~are~~ will be acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, to be dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2001 (as ~~heretofore~~ amended, the ~~“Receivables Purchase Agreement”~~"RECEIVABLES PURCHASE AGREEMENT"), between WFN LLC and the Bank. The Collateral Certificate ~~has been~~ will be transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, to be dated as of August 1, ~~2001, as amended by~~ 2001 (the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank ~~has agreed~~ will agree to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA~~, the Trust Agreement~~, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, to be dated as of August 1, ~~2001, as amended by~~ 2001 (the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”~~"ADMINISTRATION AGREEMENT"), between the Bank, as ~~Administrator~~administrator (in such capacity, the "ADMINISTRATOR"), and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the ~~“Program Documents~~"PROGRAM DOCUMENTS.” " This Underwriting Agreement is referred to herein as this ~~“Agreement~~"AGREEMENT.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Class C Notes will be sold pursuant to a Class C Note Purchase Agreement, to be dated as of August 21, 2001 (the "CLASS C NOTE PURCHASE AGREEMENT" and, together with the Program Documents., the "TRANSACTION DOCUMENTS"), among the Issuer, the Bank, WFN LLC and the initial purchaser of the Class C Notes named therein. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on SCHEDULE A hereto (the "CLASS A UNDERWRITERS") and the underwriters for the Class B Notes listed on SCHEDULE A hereto (the "CLASS B UNDERWRITERS" and, together with the Class A Underwriters, the "UNDERWRITERS") as follows:

Appears in 1 contract

Samples: Underwriting Agreement (World Financial Network Credit Card Master Trust)

Introductory. WFN Credit Company, LLC (“"WFN LLC”") proposes to cause World Financial Network Credit Card Master Note Trust (the “"Issuer”") to issue $~~450,000,000~~ 650,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A ~~Floating~~ Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑A (the “"Class A Notes”"), $~~39,062,000~~ 32,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑A (the “"Class M Notes”"), $~~39,062,000~~ 41,166,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑A (the “"Class B Notes”"), $~~71,876,000~~ 108,334,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series ~~2014-A~~ 2016‑A (the “"Class C Notes”"), and $~~25,000,000~~ 34,667,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, ~~Series2014-A~~ Series 2016‑A (the “"Class D Notes”") (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “"Notes”"). The Class A Notes and the Class M Notes are referred to collectively herein as the “"Underwritten Notes”". The ~~Class M Notes, the~~ Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “"Retained Notes”") will be retained by WFN LLC (referred to herein as the “"Retained ~~Notes~~ Note Transaction”"). ~~X.X. Xxxxxx Securities~~ RBC Capital Markets, LLC, ~~Xxxxxxx Lynch~~BNP Paribas Securities Corp., ~~Pierce, Xxxxxx & Xxxxx Incorporated~~ CIBC World Markets Corp. and ~~Xxxxx Fargo Securities, LLC~~Scotia Capital (USA) Inc., each as a representative of the Class A Underwriters (as defined below) may be referred to herein individually as a “"Representative” " and collectively as the “"Representatives.” " with respect to the Class A Notes. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “"Transferor”"), and U.S. Bank Trust National Association (“"U.S. Bank”"), as successor to Chase Bank USA, National Association (“"Chase”"), as owner trustee (the “"Owner Trustee”"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “"Instrument of Resignation”"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “"Trust Agreement”"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, ~~2010 and~~ 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (“formerly known as Union Bank”, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. (“"BNYMTCNA”") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“"BNYMTC”") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “"Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “"Bank”"), as administrator (in such capacity, the “"Administrator”"), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Indenture Trustee Agreement”"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “"Master Indenture”"), and as further supplemented by the Series ~~2014-A~~ 2016‑A Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~July 27, ~~2014~~ 2016 (the “"Indenture Supplement” " and, together with the Master Indenture, the “"Indenture”"). The primary asset of the Issuer is a certificate (the “"Collateral Certificate”") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“"WFNMT”"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “"Servicer”"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “"WFNMT Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “"Successor Trustee Agreement”"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “"Amended and Restated Pooling and Servicing Agreement”"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “"Collateral Supplement” " and, together with the Amended and Restated Pooling and Servicing Agreement, the “"PSA”"). The assets of WFNMT include, among other things, certain amounts due (the “"Receivables”") on a pool of private-label credit card accounts of the Bank (the “"Accounts”"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, ~~2010 and~~ 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the “"Receivables Purchase Agreement”"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, ~~2011 and~~ 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the “"TSA”"), among the Transferor, the Servicer, and the Issuer. References to the “"Omnibus Amendment” " herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time, the "Asset Representations Review Agreement"), among the Bank, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “"Administration Agreement”"), between the Bank, as Administrator, and the Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the ~~Administration~~ Asset Representations Review Agreement are referred to herein, collectively, as the “"Program Documents.” " This Underwriting Agreement is referred to herein as this “"Agreement.” " To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: World Financial Network Credit Card Master Note Trust

Introductory. ~~WFN Credit Company~~Key Bank USA, ~~LLC~~ National Association, a national banking association (~~“WFN LLC”)~~ "KBUSA"), proposes to cause ~~World Financial Network Credit Card Master Note~~ KeyCorp Student Loan Trust 2000-B (the ~~“Issuer”~~"Trust") to issue and sell $~~450,000,000 aggregate~~ 150,000,000 principal amount of ~~World Financial Network Credit Card Master Note Trust Class A~~ its Floating Rate Class A-1 Asset Backed ~~Notes, Series 2014-A~~ Notes (the “"Class A A-1 Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”"), and $~~25,000,000 aggregate~~ 485,000,000, principal amount of ~~World Financial Network Credit Card Master Note Trust~~ its Floating Rate Class ~~D Asset Backed Notes, Series2014-A~~ A-2 (the “"Class D A-2 Notes~~”) (collectively,~~ " and together with the Class A A-1 Notes, the ~~Class M~~ "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the ~~Class B Notes, the Class C Notes and the Class D Notes~~ "Representative") are ~~the “Notes”)~~acting as representative. The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust Trust was formed pursuant to ~~(a) an~~ the Trust Agreement, dated as of August 3, 2000, as amended and restated by the Amended and Restated Trust Agreement, dated as of ~~August~~ September 1, ~~2001~~2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a pool of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and after September 1, 2000, with respect to certain of the Initial Financed Student Loans, (the "Cutoff Date"), an interest rate swap agreement, in the form of a 1992 ISDA Master Agreement, and schedule thereto and related confirmation related thereto (the "Interest Rate Swap"), each dated as of September 15, 2000, between ~~WFN LLC~~the Trust and KBUSA, as ~~transferor~~ the swap counterparty (in such capacity, the "Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the ~~“Transferor”)~~"Securities Insurer") to Bankers Trust Company, ~~and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee~~ a New York banking corporation (the ~~“Owner~~ "Indenture Trustee”") for the benefit of the Noteholders (the "Securities Guaranty Insurance Policy")~~, as supplemented~~ . Such Initial Financed Student Loans were sold to the Eligible Lender Trustee on behalf of the Trust by the ~~Instrument of Resignation, Appointment~~ Seller pursuant to the Sale and ~~Acceptance (the “Instrument of Resignation”)~~Servicing Agreement, dated as of September 291, ~~2006~~2000 (as amended and supplemented from time to time, by the "Sale and ~~among~~ Servicing Agreement"), among, the ~~Transferor~~Trust, ~~Chase~~the Eligible Lender Trustee, KBUSA, as ~~resigning Owner Trustee~~master servicer (in such capacity, ~~and U.S. Bank~~the "Master Servicer"), KBUSA, as ~~successor Owner Trustee~~ seller (~~as heretofore amended and supplemented~~in such capacity, the ~~“Trust Agreement”~~"Seller"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”)KBUSA, as administrator (in such capacity, the “"Administrator”"). The Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the ~~Issuer~~Commonwealth of Pennsylvania ("PHEAA" and, ~~BNYMTC~~in its capacity as a sub-servicer, ~~as resigning Indenture Trustee~~a "Sub-Servicer") and Great Lakes Educational Loan Services, ~~and BNYMTCNA~~Inc., ~~as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012~~ a Wisconsin corporation (~~the “Successor Indenture Trustee Agreement”~~"Great Lakes" or a "Sub-Servicer"), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect . The Notes will be issued pursuant to the ~~Notes,~~ Indenture to be dated as of ~~February 19~~September 1, ~~2014~~ 2000 (~~the “Indenture Supplement” and, together with the Master Indenture~~as amended and supplemented from time to time, the “"Indenture”"), between the Indenture Trustee and the Trust. The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the ~~Second Amended and Restated Pooling and Servicing~~ "Insurance Agreement, ") dated as of ~~January 17~~September 15, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, 2000 by and among the ~~Transferor~~Securities Insurer, ~~BNYMTC~~KBUSA, (in its capacities as ~~resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by~~ the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplementedSeller, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amendedMaster Servicer, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the ServicerAdministrator, and the ~~Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor~~Depositor), the ~~Bank~~Trust, the ~~Servicer, the Issuer, the WFNMT~~ Indenture Trustee and the ~~Indenture~~ Eligible Lender Trustee. ~~The Bank has agreed to provide notices and perform~~ After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the ~~Issuer~~ Trust, will acquire certain ~~other administrative obligations required~~ additional student loans, identified in the Sale and Servicing Agreement on or prior to December 31, 2000 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the ~~TSA~~Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust ~~Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer,~~ pursuant ~~to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment~~ to the Administration Agreement, dated as of ~~July 31~~September 1, ~~2009~~ 2000 (as ~~heretofore amended~~amended and supplemented from time to time, the “"Administration Agreement”"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the ~~Bank~~Trust and KBUSA, as ~~Administrator~~cap provider (in such capacity, the "Cap Provider"), whereunder the Noteholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and the ~~Issuer~~Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The ~~TSA, the PSA, the Receivables Purchase~~ Sale and Servicing Agreement, the Indenture, the Trust ~~Agreement~~ Agreement, the Insurance Agreement, the Administration Agreement, the Interest Rate Swap and the ~~Administration~~ Cap Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Notes as contemplated herein, ~~collectively~~and pursuant to the Trust Agreement, as the ~~“Program Documents.” This Underwriting Agreement is referred~~ Trust will issue its Trust Certificate (the "Certificate") representing a fractional undivided residual ownership interest in the Trust to ~~herein as this “Agreement.” To~~ the ~~extent not defined herein, capitalized~~ Seller. Capitalized terms used and not otherwise defined herein shall have the meanings ~~assigned~~ given them in ~~the Program Documents~~Appendix A attached hereto.

Appears in 1 contract

Samples: Subservicing Agreement (Keycorp Student Loan Trust 2000-B)

Introductory. ~~WFN Credit Company~~WFB Funding, LLC (“~~WFN~~ WFB LLC”) proposes to cause ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust (the “Issuer”) to issue ~~$450,000,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class A A-1 Fixed Rate Asset-Backed Notes in the aggregate principal amount of $240,000,000, Series 2015-II (the “Class A-1 Notes”), $100,000,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class A-2 Floating Rate ~~Asset~~ Asset-Backed Notes, Series ~~2014~~2015-A II (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes”), $~~39,062,000~~ 32,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Series 2014-A (the “Class M Notes”), $39,062,000 aggregate principal amount of World Financial Network~~ Cabela’s Credit Card Master Note Trust Class B ~~Asset~~ Fixed Rate Asset-Backed Notes, Series ~~2014~~2015-A II (the “Class B Notes”), $~~71,876,000~~ 17,000,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class C ~~Asset~~ Fixed Rate Asset-Backed Notes, Series ~~2014~~2015-A II (the “Class C Notes”), and $~~25,000,000~~ 11,000,000 aggregate principal amount of ~~World Financial Network~~ Cabela’s Credit Card Master Note Trust Class D ~~Asset~~ Fixed Rate Asset-Backed Notes, ~~Series2014~~Series 2015-A II (the “Class D Notes”) (collectively, the Class A ~~Notes, the Class M~~ Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class ~~M Notes, the Class~~ B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be ~~retained~~ purchased by ~~WFN LLC~~ the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). ~~X.X. Xxxxxx Securities LLC,~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx ~~Incorporated and Xxxxx Fargo Securities~~Incorporated, ~~LLC, each~~ as a the representative of the Underwriters (as defined below) may be referred to herein ~~individually~~ as a “Representative~~” and collectively as the “Representatives~~.” The Issuer is a Delaware statutory trust formed pursuant to (a) ~~an Amended and Restated~~ a Trust Agreement, dated as of ~~August 1~~April 13, ~~2001~~2004 (as heretofore amended and supplemented, the “Trust Agreement”), between ~~WFN~~ WFB LLC, as transferor (the “Transferor”), and ~~U.S. Bank~~ Xxxxx Fargo Delaware Trust Company, National ~~Association (“U.S. Bank”)~~Association, as successor ~~to Chase Bank USA, National Association (“Chase”), as~~ owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on ~~July 27~~April 14, ~~2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006~~2004. The Notes will be issued pursuant to a an Amended and Restated Master Indenture, dated as of ~~August 1~~December 6, ~~2001~~2013 (as heretofore amended, ~~as amended by the Omnibus Amendment referred to below~~restated, modified and supplemented, the ~~Supplemental Indenture No. 1 to~~ “Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013”), each between the Issuer and ~~Union Bank,~~ U.S. Bank National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))Association, as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series ~~2014~~2015-A II Indenture Supplement with respect to the Notes, to be dated as of ~~February 19~~July 15, ~~2014~~ 2015 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “~~Collateral~~ Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the ~~World Financial Network~~ Cabela’s Master Credit Card ~~Master~~ Trust (“~~WFNMT~~CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of ~~January 17~~December 6, ~~1996~~2013 (the “Pooling and Servicing Agreement”), as ~~amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended~~ supplemented by the ~~Omnibus Amendment referred~~ Series 2004-1 Supplement to ~~below, the Second Amendment to Second~~ Amended and Restated Pooling and Servicing Agreement, dated as of ~~May 19~~April 14, 2004, as amended pursuant to the ~~Third~~ First Amendment to ~~Second~~ Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of ~~March 30~~August 31, ~~2005, the Fourth Amendment~~ 2005 and as further amended pursuant to the Second ~~Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth~~ Amendment to ~~the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment~~ Series 2004-1 Supplement to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 93, ~~2011~~2006 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))U.S. Bank National Association, as trustee (the “~~WFNMT~~ CMCCT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of ~~WFNMT~~ CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of ~~private-label~~ credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to ~~WFNMT~~ CMCCT pursuant to the ~~Amended and Restated~~ Pooling and Servicing Agreement. The Receivables transferred to ~~WFNMT~~ CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of ~~August 1~~February 4, ~~2001~~2003, ~~as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ (as heretofore amended, the “Receivables Purchase Agreement”), between ~~WFN~~ WFB LLC and the Bank. The ~~Collateral~~ Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and ~~Servicing~~ Administration Agreement, dated as of ~~August 1~~April 14, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2004 (as heretofore amended, the “~~TSA~~TAA”), among the Transferor, the ~~Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank~~Indenture Trustee, the Servicer, the ~~Issuer~~Bank, as administrator (the ~~WFNMT Trustee~~ “Administrator”) and the ~~Indenture Trustee~~Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust Agreement, the~~ Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to ~~an Administration Agreement, dated as of August 1, 2001, as amended by~~ the ~~First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as Administrator, and the Issuer~~TAA. The ~~TSA~~TAA, the PSA, the Receivables Purchase Agreement, the ~~Indenture,~~ Indenture and the Trust ~~Agreement and the Administration~~ Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Appears in 1 contract

Samples: Underwriting Agreement (Cabela's Master Credit Card Trust)

Introductory. ~~WFN Credit~~ Advanta Business Receivables Corp., a Nevada corporation (the “Company”), ~~LLC (“WFN LLC”) proposes~~ proposes, subject to the terms and conditions stated herein, to cause ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note Trust~~ Trust, a Delaware common law trust (the “Issuer”) ), to issue $~~450,000,000~~ 125,000,000 aggregate principal amount of ~~World Financial Network Credit~~ Advanta Business Card Master ~~Note~~ Trust AdvantaSeries Class ~~A Floating Rate~~ A(2008-A1) Asset Backed ~~Notes, Series 2014-A~~ Notes (the “Class A A(2008-A1) Notes” or the “Offered Notes”), ) and $~~39,062,000~~ 122,000,000 aggregate principal amount of ~~World Financial Network Credit Card Master Note Trust~~ AdvantaSeries Class ~~M Asset Backed Notes, Series 2014~~A(2008-A A2) (the “Class M A(2008-A2) Notes~~”), $39,062,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust~~ ” and together with the Class ~~B Asset Backed~~ A(2008-A1) Notes, Series 2014-A (the “Class B Notes”), $71,876,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Series 2014-A (the “Class C Notes”), and $25,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Series2014-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a ~~Delaware statutory~~ common law trust formed pursuant to ~~(a) an Amended and Restated~~ a Trust Agreement, dated as of August 1, ~~2001, between WFN LLC, as transferor~~ 2000 (the “~~Transferor~~Trust Agreement”), ) between the Company and ~~U.S. Bank~~ Wilmington Trust ~~National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”)~~Company, as owner trustee (the “Owner Trustee”), as ~~supplemented~~ amended by Amendment No. 1 to the ~~Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”)~~Trust Agreement, dated as of ~~September 29~~May 9, 2006, by between the Company and ~~among~~ the ~~Transferor, Chase, as resigning~~ Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, ~~2001, as amended by~~ 2000 (the ~~Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to~~ “Master Indenture”), dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and ~~Union Bank, National Association (“Union Bank”), as successor to The~~ Deutsche Bank ~~of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest~~ Trust Company ~~(“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank))~~Americas, as indenture trustee (the “Indenture Trustee”), ~~and~~ as ~~supplemented~~ amended by Amendment No. 1 to the ~~Agreement of Resignation, Appointment and Acceptance~~Master Indenture, dated as of May 279, ~~2008~~2006, by between the Owner Trustee and ~~among Comenity Bank (formerly known as World Financial Network Bank) (~~the ~~“Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning~~ Indenture Trustee, ~~and BNYMTCNA~~as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, ~~as successor Indenture Trustee~~2004 and, with respect to the Notes, as further supplemented by the ~~Agreement of Resignation~~Class A(2008-A1) Terms Document and the Class A(2008-A2) Terms Document, ~~Appointment and Acceptance,~~ each dated as of ~~June 26~~May 16, ~~2012~~ 2008 (the ~~“Successor~~ AdvantaSeries Indenture ~~Trustee Agreement”)~~Supplement, ~~by and among the Administrator~~together with such terms document, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2014-A Indenture Supplement with respect to the Notes, to be dated as of February 19, 2014 (the “Indenture Supplement” ~~and,~~ and together with the Master Indenture, the “Indenture”). The ~~primary asset~~ assets of the Issuer is will include Receivables and payments thereon in a ~~certificate (~~portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the ~~“Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued~~ Issuer pursuant to ~~the Second Amended and Restated Pooling~~ a Transfer and Servicing Agreement, dated as of ~~January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of~~ August 1, ~~2001~~2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the ~~Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling~~ Transfer and Servicing Agreement, dated as of May 199, ~~2004~~2006, among the Company, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 Servicer and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing AgreementIssuer. The Receivables transferred to ~~WFNMT~~ the Issuer by the ~~Transferor~~ Company are acquired by the ~~Transferor~~ Company from ~~the Bank~~ Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011~~ 2000 (~~as heretofore amended,~~ the “Receivables Purchase Agreement”), between ~~WFN LLC~~ the Company and Advanta. Advanta granted a security interest in the ~~Bank. The Collateral Certificate has been transferred by the Transferor~~ Receivables to the ~~Issuer~~ Indenture Trustee for the benefit of the Noteholders pursuant to ~~the Transfer and Servicing Agreement,~~ a letter agreement dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 2000 (~~as heretofore amended,~~ the “~~TSA~~Security Agreement”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee between Advanta and the Indenture Trustee. ~~The Bank~~ Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the ~~TSA, the Trust~~ Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, ~~2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009~~ 2000 (~~as heretofore amended,~~ the “Administration Agreement”), between ~~the Bank~~Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The ~~TSA, the PSA~~Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “~~Program~~ Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the ~~Program~~ Transaction Documents.. Advanta and the Company hereby agree with the underwriters for the Class A(2008-A1) Notes listed on Schedule A hereto (the “Underwriters”) as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Receivables Corp)

Common use of Introductory Clause in Contracts