Bread Financial Card Issuance Trust Sample Contracts
SECOND ADDENDUM TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
This Second Addendum to that certain Sixth Amended and Restated Service Agreement (the “Addendum”) effective as of the 1st day of June, 2025 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
Form of Underwriting Agreement Bread Financial Card Issuance Trust $[ ] Class A Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes $[ ] Class B Series [_]-[_] [Fixed/Floating] Rate Asset Backed NotesUnderwriting Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
The undersigned, Bread Financial Funding LLC (the “Transferor”), proposes to cause Bread Financial Card Issuance Trust (the “Issuer” or the “Trust”) to issue $[____] (stated principal amount) Class A Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes (the “Class A Notes”) and $[____] (stated principal amount) Class B Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Class A Notes [and the Class B Notes] are referred to herein as the “Underwritten Notes.” [The Class B Notes are referred to herein as the “Retained Notes” and will be retained by the Transferor (referred to herein as the “Retained Notes Transaction”).] [_____] and [_____], 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 established as Bread Financial Card Issuance Trust and cre
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
RECEIVABLES PURCHASE AGREEMENT between COMENITY CAPITAL BANK and BREAD FINANCIAL FUNDING, LLC Dated as of June 11, 2026 BREAD FINANCIAL CARD ISSUANCE TRUSTReceivables Purchase Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of June 11, 2026 (this “Agreement”), by and between COMENITY CAPITAL BANK, a Utah industrial bank (together with its permitted successors and assigns, the “Seller”), and BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “BFF”).
BREAD FINANCIAL CARD ISSUANCE TRUST as Issuer U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Indenture Trustee and U.S. BANK NATIONAL ASSOCIATION as Securities Intermediary [FORM OF] SERIES [__]-[__] INDENTURE SUPPLEMENT Dated as of [_____], 20[__]...Indenture Supplement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
SERIES [__]-[__] INDENTURE SUPPLEMENT, dated as of [_____], 20[__] (this “Indenture Supplement”), by and between BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office in care of the Owner Trustee at 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Securities Intermediary (the “Securities Intermediary”).
SECURITIES ACCOUNT CONTROL AGREEMENT among BREAD FINANCIAL CARD ISSUANCE TRUST, as Issuer, in its capacity as Indenture Trustee and as Securities Intermediary Dated as of June 11, 2026Securities Account Control Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
Pursuant to the Indenture, dated as of June 11, 2026, by and among the Issuer, the Securities Intermediary and the Secured Party, as Indenture Trustee and Paying Agent (as amended or modified from time to time, the “Indenture”), the Issuer has granted to the Secured Party, for the benefit and security of the Noteholders and the Secured Party, in its individual capacity, a first priority security interest in the Accounts (as defined below) and all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to, purchased with funds from, or related to the Accounts, and all interest, principal, payments and distributions of any nature or type relating to any of the foregoing (collectively, the “Account Property”). The accounts listed on Schedule 1 (collectively, the “Accounts”), which may be updated from time to time by the Issuer in accordance herewith, are currently existing under the Indenture maintained and held at
THIRD ADDENDUM TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
This Third Addendum to that certain Sixth Amended and Restated Service Agreement (the “Addendum”) effective as of the 1st day of October, 2025 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
FIFTH ADDENDUM TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
This Fifth Addendum to that certain Sixth Amended and Restated Service Agreement (the “Addendum”) effective as of the 1st day of April, 2026 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
BREAD FINANCIAL CARD ISSUANCE TRUST as Issuer U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Indenture Trustee and Paying Agent and U.S. BANK NATIONAL ASSOCIATION as Securities Intermediary INDENTURE Dated as of June 11, 2026Indenture • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
INDENTURE, dated as of June 11, 2026, by and between BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office in care of the Owner Trustee at 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Securities Intermediary (the “Securities Intermediary”).
BREAD FINANCIAL FUNDING, LLC, Transferor COMENITY CAPITAL BANK, Servicer and Administrator BREAD FINANCIAL CARD ISSUANCE TRUST, Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Indenture Trustee SERVICING AGREEMENT Dated as of June 11, 2026Servicing Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
SERVICING AGREEMENT, dated as of June 11, 2026, by and among BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as transferor (the “Transferor”), COMENITY CAPITAL BANK, a Utah industrial bank, as servicer and as administrator (the “Servicer” and the “Administrator”), BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BREAD FINANCIAL FUNDING, LLCLimited Liability Company Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Bread Financial Funding, LLC (the “Company”), is entered into by Comenity Capital Bank, as the sole equity member (the “Economic Member”), and Karla L. Boyd and Kimberly Moore, as the Special Members and the Independent Managers (each as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto and shall otherwise have the meanings assigned to such terms in the Act (as defined below).
FOURTH ADDENDUM TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
This Fourth Addendum to that certain Sixth Amended and Restated Service Agreement (the “Addendum”) effective as of the 1st day of January, 2026 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
BREAD FINANCIAL FUNDING, LLC, Transferor BREAD FINANCIAL CARD ISSUANCE TRUST, Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Indenture Trustee TRANSFER AGREEMENT Dated as of June 11, 2026Transfer Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
TRANSFER AGREEMENT, dated as of June 11, 2026 (this “Agreement”), by and among BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as transferor (the “Transferor”), BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).
SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • Utah
THIS SIXTH AMENDED AND RESTATED SERVICE AGREEMENT (the “Agreement”) dated as of this 1st day of January, 2025 (the “Effective Date”), is entered into by and between Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219 and Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020.
SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • Utah
THIS SERVICE AGREEMENT (the “Agreement”) effective as of the 1st day of April, 2025 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, Utah 84020, and Comenity Servicing LLC (“CSERV”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, Ohio 43219.
AMENDED AND RESTATED TRUST AGREEMENT OF BREAD FINANCIAL CARD ISSUANCE TRUST between BREAD FINANCIAL FUNDING, LLC, as Beneficiary and Transferor, and BNY MELLON TRUST OF DELAWARE Dated as of June 11, 2026Trust Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT of BREAD FINANCIAL CARD ISSUANCE TRUST is dated as of June 11, 2026, by and between BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as Beneficiary and as Transferor, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as Owner Trustee and Trustee Bank.
SIXTH ADDENDUM TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
This Sixth Addendum to that certain Sixth Amended and Restated Service Agreement (the “Addendum”) effective as of the 1st day of June, 2026 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
FIRST ADDENDUM TO SIXTH AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust
This First Addendum to that certain Sixth Amended and Restated Service Agreement (the “Addendum”) effective as of the 1st day of April, 2025 (the “Effective Date”), is entered into by and between Comenity Capital Bank (“Bank”), a Utah industrial bank, with its principal place of business at 12921 South Vista Station Boulevard, Suite 100, Draper, UT 84020 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
ASSET REPRESENTATIONS REVIEW AGREEMENT Among COMENITY CAPITAL BANK, as Seller, BREAD FINANCIAL FUNDING, LLC as Transferor, COMENITY CAPITAL BANK, as Servicer, BREAD FINANCIAL CARD ISSUANCE TRUST, as Issuer, and FTI CONSULTING, INC., as Asset...Asset Representations Review Agreement • July 8th, 2026 • Bread Financial Card Issuance Trust • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 11, 2026 (this “Agreement”), among COMENITY CAPITAL BANK, a Utah industrial bank (together with any successor by merger, consolidation or otherwise, the “Bank”), as Seller (in such capacity, the “Seller”), BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as Transferor (the “Transferor”), the Bank, as Servicer (in such capacity, the “Servicer”), BREAD FINANCIAL CARD ISSUANCE TRUST, a Delaware statutory trust, as Issuer (the “Issuer” or the “Trust”), and FTI CONSULTING, INC. (the “Asset Representations Reviewer”), as Asset Representations Reviewer.