| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| |
| FORM 8-K |
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| |
| Current Report Pursuant |
| to Section 13 or 15(d) of the |
| Securities Exchange Act of 1934 |
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| Date of Report (Date of Earliest Event Reported) |
| November 9, 2011 |
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World Financial Network Credit Card Master Note Trust (Issuing Entity) World Financial Network Credit Card Master Trust (Issuer of Collateral Certificate) WFN Credit Company, LLC (Depositor/Registrant) World Financial Network Bank (Sponsor) |
| (Exact Name of Issuing Entity, Issuer of Collateral Certificate, Depositor/Registrant and Sponsor as Specified in their respective Charters) |
| |
| Delaware |
| (State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant) |
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| 333-166240, 333-166240-01 | | 31-1772814 |
| (Commission File Numbers for Registrant and Issuing Entity, respectively) | | (Registrants’ I.R.S. Employer Identification Nos. for Registrant) |
| |
| 3100 Easton Square Place, #3108, Columbus, Ohio | 43219 |
| (Address of Principal Executive Offices of Registrant) | | (Zip Code) |
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| (614) 729-5044 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On November 9, 2011, World Financial Network Bank (the “Bank”), WFN Credit Company, LLC (the “Transferor”) and The Bank of New York Mellon Trust Company, N.A, as trustee (the “Trustee”), entered into the Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which the Bank, the Transferor and the Trustee amended certain provisions of the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among the Bank, the Transferor and the Trustee.
On November 9, 2011, the Bank and the Transferor entered into the Second Amendment to Receivables Purchase Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.2, pursuant to which the Bank and the Transferor amended certain provisions of the Receivables Purchase Agreement, dated as of August 1, 2001, between the Bank and the Transferor.
On November 9, 2011, the Bank, the Transferor and World Financial Network Credit Card Master Note Trust (the “Trust”) entered into the Ninth Amendment to the Transfer and Servicing Agreement, a copy which is filed with this Form 8-K as Exhibit 4.3, pursuant to which the Bank, the Transferor and the Trust amended certain provisions of the Transfer Agreement, dated as of August 1, 2001, among the Bank, the Transferor and the Trust.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Document Description |
| | | |
| Exhibit 4.1 | | Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011 |
| | | |
| Exhibit 4.2 | | Second Amendment to Receivables Purchase Agreement, dated as of November 9, 2011 |
| | | |
| Exhibit 4.3 | | Ninth Amendment to Transfer and Servicing Agreement, dated as of November 9, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | WFN CREDIT COMPANY, LLC as depositor |
| | | | |
| Date: November 14, 2011 | By: | | /s/ Daniel T. Groomes |
| | | | Daniel T. Groomes |
| | | | President |
EXHIBIT INDEX
| Exhibit No. | | Document Description |
| | | |
| Exhibit 4.1 | | Eighth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011 |
| | | |
| Exhibit 4.2 | | Second Amendment to Receivables Purchase Agreement, dated as of November 9, 2011 |
| | | |
| Exhibit 4.3 | | Ninth Amendment to Transfer and Servicing Agreement, dated as of November 9, 2011 |
