Private Label Credit Card Program Agreement Sample Contracts

THIS DOCUMENT HAS BEEN REDACTED AND IS SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SECOND AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT BY AND AMONG COMENITY BANK AND NEW YORK & COMPANY, INC., AND LERNER NEW YORK, INC., AND NEVADA RECEIVABLE FACTORING, INC. DATED AS OF JULY 14, 2016 (August 31st, 2016)

THIS SECOND AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT dated as of July 14, 2016 (the Execution Date) and with an effective date as of May 1, 2016 (the Effective Date) is entered into by and between NEW YORK & COMPANY, INC., a Delaware corporation, with its principal office at 330 West 34th Street, New York, New York 10001 (Company) and COMENITY BANK, with its principal office at One Righter Parkway, Suite 100, Wilmington, Delaware 19803 (Bank); and, is further entered into by Lerner New York, Inc. (Lerner), and Nevada Receivable Factoring, Inc. (Nevada Receivable), for the purposes of specific provisions set forth herein. Company and Bank are occasionally referred to individually as a Party or collectively as Parties.

First Amendment to Private Label Credit Card Program Agreement (November 3rd, 2015)

This First Amendment to the Private Label Credit Card Program Agreement ("First Amendment") is entered into as of the 28th day of October, 2015, (the "Amendment Effective Date") by and between The Bon-Ton Stores, Inc., with its principal office at 2801 East Market Street, York, Pennsylvania 17402 ("Retailer") and Comenity Bank, a Delaware state bank formerly known as World Financial Network Bank, with its principal office at One Righter Parkway, Suite 100, Wilmington, DE 19803, ("Bank").

First Amendment to Amended and Restated Co-Brand and Private Label Credit Card Program Agreement (September 3rd, 2015)

This First Amendment to the Amended and Restated Co-Brand and Private Label Credit Card Program Agreement (this First Amendment), effective as of June 19, 2015 is entered into by and between Synchrony Bank (formerly GE Capital Retail Bank) (Bank) and Stein Mart, Inc. (Retailer) (the Agreement)

Amendment to Private Label Credit Card Program Agreement (June 6th, 2014)

This AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT, entered into and effective as of the 13th day of May, 2014 (this "Amendment"), is by and between Kohl's Department Stores, Inc., a Delaware corporation with its principal offices at Menomonee Falls, Wisconsin ("Kohl's"), and Capital One, National Association, a national banking association having its home office in McLean, Virginia ("Bank").

Private Label Credit Card Program Agreement Among Zale Delaware, Inc., Zale Puerto Rico, Inc. And Comenity Capital Bank Dated as of July 9, 2013 (September 27th, 2013)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (together with any schedules, exhibits, addenda, and future amendments and supplements hereto, the Agreement) is made as of the 9th day July, 2013, (the Effective Date) by and among ZALE DELAWARE, INC., a Delaware corporation (Zale Delaware), with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, ZALE PUERTO RICO, INC., a Puerto Rico corporation (Zale PR and together with Zale Delaware, Zale), with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, and COMENITY CAPITAL BANK, with its principal office at 2795 E. Cottonwood Parkway, Suite 100, Salt Lake City, Utah 84121 (hereinafter referred to as Bank).

THIS DOCUMENT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT BETWEEN WORLD FINANCIAL NETWORK BANK AND THE BON-TON STORES, INC. DATED AS OF DECEMBER 16, 2011 (December 22nd, 2011)

THIS PRIVATE LABEL CREDIT CARD PLAN AGREEMENT is made as of the 16th day of December, 2011 (the Effective Date), by and between The Bon-Ton Stores, Inc., with its principal office at 2801 East Market Street, York, Pennsylvania 17402 (Retailer), and World Financial Network Bank, with its principal office at One Righter Parkway, Suite 100, Wilmington, DE 19803 (Bank). Retailer and Bank are sometimes hereinafter referred to individually as a Party or collectively as Parties.

Dinewise, Inc. – Td Retail Card Services Corporate Private Label Credit Card Program Agreement (December 16th, 2011)

identify to TDRCS (at no cost to TDRCS) what specific Nonpublic Personal Information may have been accessed, including (if applicable) the name and account number of each affected consumer;

Ninth Amendment to Amended and Restated Private Label Credit Card Program Agreement (December 7th, 2011)

This Ninth Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Ninth Amendment") is entered into as of the 27th day of October, 2011 (the "Ninth Amendment Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("SSI"), Specialty Retailers, Inc., a Texas corporation ("SRI"), and Specialty Retailers (TX) LLC, a Texas limited liability company ("SRTX"), all with their principal offices at 10201 Main Street, Houston, Texas 77025 (such three (3) parties hereinafter being referred to collectively as "Stage"), and World Financial Network Bank, a Delaware state bank headquartered at Delaware Corporate Center I, One Righter Parkway, Suite 100 in Wilmington, Delaware 19803 ("WFNB" or "Bank") and successor by conversion to World Financial Network National Bank, a national bank (the "Conversion" and "WFNNB"). SSI, SRI, SRTX, and Bank are collectively referred to in this Ninth Amendment as the "Parties."

Eighth Amendment to Amended and Restated Private Label Credit Card Program Agreement (November 19th, 2010)

This Eighth Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Eighth Amendment") is entered into as of the 15th day of July, 2010 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), Specialty Retailers, Inc., a Texas corporation ("Specialty"), with their principal offices at 10201 Main Street, Houston, Texas 77025 (Stage Stores and Specialty hereinafter being referred to collectively as "Stage"), and World Financial Network National Bank, a national banking association with its principal offices at 3100 Easton Square Place, Columbus, OH 43219 ("Bank"). Stage Stores, Specialty, and Bank are collectively referred to in this Eighth Amendment as the "Parties."

Eighth Amendment to Amended and Restated Private Label Credit Card Program Agreement (September 8th, 2010)

This Eighth Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Eighth Amendment") is entered into as of the 15th day of July, 2010 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), Specialty Retailers, Inc., a Texas corporation ("Specialty"), with their principal offices at 10201 Main Street, Houston, Texas 77025 (Stage Stores and Specialty hereinafter being referred to collectively as "Stage"), and World Financial Network National Bank, a national banking association with its principal offices at 3100 Easton Square Place, Columbus, OH 43219 ("Bank"). Stage Stores, Specialty, and Bank are collectively referred to in this Eighth Amendment as the "Parties."

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT by and Between KOHLS DEPARTMENT STORES, INC. And CAPITAL ONE, NATIONAL ASSOCIATION (September 3rd, 2010)

This Private Label Credit Card Program Agreement is made as of the 11th day of August, 2010, by and between KOHLS DEPARTMENT STORES, INC. (Kohls), a Delaware corporation with its principal offices at Menomonee Falls, Wisconsin, and Capital One, National Association (Bank), a financial institution chartered under the laws of the United States with its home office at McLean, Virginia.

Td Financing Services Private Label Credit Card Program Agreement (May 12th, 2010)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (as amended, supplemented, modified or extended from time to time, the "Agreement") is made and entered into as of this 7th day of May, 2010 by and between TD Financing Services Inc., a corporation incorporated under the laws of Canada, having an office at 25 Booth Avenue, Suite 101, Toronto, Ontario M4M 2M3 ("TDFS"), and Zale Canada Co., a Nova Scotia company, having its principal business office at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 ("Merchant").

Seventh Amendment to Amended and Restated Private Label Credit Card Program Agreement (March 30th, 2010)

This Seventh Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Seventh Amendment") is entered into as of the 1st day of January, 2009 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), Specialty Retailers, Inc., a Texas corporation ("Specialty"), with their principal offices at 10201 Main Street, Houston, Texas 77025 (Stage Stores and Specialty hereinafter being referred to collectively as "Stage"), and World Financial Network National Bank, a national banking association with its principal offices at 3100 Easton Square Place, Columbus, OH 43219 ("Bank"). Stage Stores, Specialty, and Bank are collectively referred to in this Sev enth Amendment as the "Parties."

Sixth Amendment to Amended and Restated Private Label Credit Card Program Agreement (September 9th, 2009)

This Sixth Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Sixth Amendment") is entered into as of the 30th day of July, 2009 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), Specialty Retailers, Inc., a Texas corporation ("Specialty"), with their principal offices at 10201 Main Street, Houston, Texas 77025 (Stage Stores and Specialty hereinafter being referred to collectively as "Stage"), and World Financial Network National Bank, a national banking association with its principal offices at 3100 Easton Square Place, Columbus, OH 43219 ("Bank"). Stage Stores, Specialty, and Bank are collectively referred to in this Sixth Amendment as the "Parties".

To Amended and Restated Private Label Credit Card Program Agreement (March 30th, 2009)

For the time period of December 1, 2008 through December 31, 2009 (only), Bank shall pay to Stage an amount of Peebles Discount Fees based on a Discount Rate of 85 bps on Regular Revolving Purchases.

Private Label Credit Card Program Agreement (March 11th, 2009)

This Private Label Credit Card Program Agreement (Agreement) is entered into as of the 1st day of March, 2007 (Effective Date), by and among Citi Commerce Solutions of Canada Ltd., an Ontario corporation, having its principal place of business at One Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6 (Citi Commerce), Zale Canada Co., a corporation organized and existing under the laws of Nova Scotia, having its principal place of business for North America at 901 W. Walnut Hill Lane, Irving, Texas, U.S.A. 75038 (Zale) for the purposes set forth herein and TXDC, L.P., a limited partnership organized and existing under the laws of the State of Texas, in the United States of America (TXDC).

Fourth Amendment to Amended and Restated Private Label Credit Card Program Agreement (September 12th, 2007)

This Fourth Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Fourth Amendment") is entered into as of June 30, 2007 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), Specialty Retailers (TX) LP, a Texas limited partnership ("Specialty LP"), with their principal offices at 10201 Main Street, Houston, Texas 77025 (Stage Stores and Specialty LP hereinafter being referred to collectively as "Stage"), and World Financial Network National Bank, a national banking association with its principal offices at 800 Tech Center Drive, Gahanna, Ohio 43230 ("Bank"). Stage Stores, Specialty LP and Bank are collectively referred to in this Fourth Amendment as the "Parties

Third Amendment to Amended and Restated Private Label Credit Card Program Agreement (June 7th, 2007)

This Third Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Third Amendment") is entered into as of May 18, 2007 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), and Specialty Retailers (TX) LP, a Texas limited partnership ("Specialty Retailers"), with their principal offices at 10201 Main Street, Houston, Texas 77025 and hereinafter collectively referred to as "Stage", and World Financial Network National Bank, a national banking association with its principal offices at 800 Tech Center Drive, Gahanna, Ohio 43230 ("Bank"). Stage Stores, Specialty Retailers and Bank are collectively referred to in this Third Amendment as the "Parties".

Amendment to Private Label Credit Card Program Agreement (October 24th, 2006)

This Amendment to Private Label Credit Card Program Agreement ("Amendment") is entered into as of this 21st day of December, 2005 ("Effective Date") by and between Stage Stores, Inc. and Specialty Retailers (TX) LP (collectively referred to as "Stage") with their principal offices at 10201 Main Street, Houston, TX 77025 and World Financial Network National Bank ("Bank").

Second Amendment to Amended and Restated Private Label Credit Card Program Agreement (October 24th, 2006)

This Second Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Second Amendment") is entered into as of this 24th day of May, 2006 ("Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), and Specialty Retailers (TX) LP, a Texas limited partnership ("Specialty Retailers"), with their principal offices at 10201 Main Street, Houston, Texas 77025 and hereinafter collectively referred to as "Stage", and World Financial Network National Bank, a national banking association with its principal offices at 800 Tech Center Drive, Gahanna, Ohio 43230 ("Bank"). Stage Stores, Specialty Retailers and Bank are collectively referred to in this Second Amendment as the "Parties".

AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT Among World Financial Network National Bank United Retail Group, Inc. United Retail Incorporated Dated as of November 22, 2005 (April 28th, 2006)

This Amended and Restated Private Label Credit Card Program Agreement is made as of November 22, 2005, to be effective as of January 29, 2006 (the Effective Date) by and among World Financial Network National Bank (Bank), United Retail Group, Inc. (URGI) and United Retail Incorporated (the latter two entities being collectively referred to herein as Retailer). Capitalized terms used herein have the meanings given to them in Article I (Definitions) hereof.

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT by and Between KOHLS DEPARTMENT STORES, INC. And CHASE BANK USA, NATIONAL ASSOCIATION March 5, 2006 (March 17th, 2006)

This Private Label Credit Card Program Agreement is made as of the 5th day of March, 2006, by and between KOHLS DEPARTMENT STORES, INC. (Kohls), a Delaware corporation with its principal offices at Menomonee Falls, Wisconsin, and Chase Bank USA, National Association (Bank), a national bank with an office at 3 Christina Center 201 North Walnut Street Wilmington, DE, 19801.

Hanover Direct – Co-Brand and Private Label Credit Card Program Agreement Between Hanover Direct, Inc. And World Financial Network National Bank Dated as of February 22, 2005 (October 27th, 2005)

THIS CREDIT CARD PROGRAM AGREEMENT is made as of this 22nd day of February, 2005 (the Effective Date) by and between Hanover Direct, Inc., on behalf of itself and its Merchant Affiliates (as defined below), with its principal office at 1500 Harbor Blvd., Weehawken, New Jersey 07087, and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230.

Contract (August 12th, 2004)

Exhibit 10.1 FINAL PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT This Program Agreement is made as of the 7th day of August, 2004, by and between DILLARD'S, INC. ("Dillard's"), a Delaware corporation with its principal offices at 1600 Cantrell Road, Little Rock, Arkansas 72201, and GE CAPITAL CONSUMER CARD CO. ("Bank"), a Federal savings bank with its home office at 5300 Kings Island Drive, Mason, Ohio 45040. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Bank has established programs to extend private label card credit to qualified customers for the purchase of goods and services; WHEREAS, Dillard's is engaged, among other activities, in operating retail department stores and a Private Label Credit Card Business; WHEREAS, concurrently with the execution of this Agreement, Bank and Dillard's ar

Amended and Restated Private Label Credit Card Program Agreement Between World Financial Network National Bank and Stage Stores, Inc. And Specialty Retailers (Tx) Lp Dated as of March 5, 2004 (April 15th, 2004)
Private Label Credit Card Program Agreement Between World Financial Network National Bank and Design Within Reach, Inc. Dated as of November 13, 2003 (March 24th, 2004)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 13th day of November, 2003 (the Effective Date) by and between DESIGN WITHIN REACH, INC., with its principal office at 283 Fourth Street, Oakland, California 94607 (hereinafter referred to as DWR), and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230, (hereinafter referred to as Bank).

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Victoria's Secret Direct, Llc and Far West Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Victoria's Secret Direct, LLC, a Delaware limited liability company, with its principal office at 3425 Morse Crossing, Columbus, Ohio 43219, (hereinafter referred to as "Division"), Far West Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Henri Bendel, Inc. And Western Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Henri Bendel, Inc., a Delaware corporation, with its principal office at 712 5th Avenue, New York, New York 10019, (hereinafter referred to as "Division"), Western Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and the Limited Stores, Inc. And American Receivable Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between The Limited Stores, Inc., a Delaware corporation, with its principal office at Three Limited Parkway, Columbus, Ohio 43230, (hereinafter referred to as "Division"), American Receivable Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Bath & Body Works, Inc. And Tri-State Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Bath & Body Works, Inc., a Delaware corporation, with its principal office at Seven Limited Parkway East, Reynoldsburg, Ohio 43068, (hereinafter referred to as "Division"), Tri-State Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Victoria's Secret Stores, Inc. And Lone Mountain Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Victoria's Secret Stores, Inc., a Delaware corporation, with its principal office at Four Limited Parkway, Reynoldsburg, Ohio 43068, (hereinafter referred to as "Division"), Lone Mountain Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Structure, Inc. And Mountain Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Structure, Inc., a Delaware corporation, with its principal office at One Limited Parkway, Columbus, Ohio 43230, (hereinafter referred to as "Division"), Mountain Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Lerner New York, Inc. And Nevada Receivable Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Lerner New York, Inc., a Delaware corporation, with its principal office at 450 West 33rd Street, New York, New York 10001, (hereinafter referred to as "Division"), Nevada Receivable Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").

Private Label Credit Card Program Agreement Between World Financial Network National Bank and Express, Llc and Retail Factoring, Inc. Dated as of August 29, 2002 (November 12th, 2002)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 29th day of August, 2002 (the "Effective Date") by and between Express, LLC, a Delaware limited liability company, with its principal office at One Limited Parkway, Columbus, Ohio 43230, (hereinafter referred to as "Division"), Retail Factoring, Inc., a Nevada corporation, with its principal office at 4441 South Polaris Avenue, Las Vegas, Nevada 89103, a Nevada corporation ("Factoring") (the Division and Factoring being collectively referred to herein as "Company") and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association, with its principal office at 800 TechCenter Drive, Gahanna, Ohio 43230, (hereinafter referred to as "Bank").