EXHIBIT 4.2
FIRST AMENDMENT
TO
TRANSFER AND SERVICING AGREEMENT
This FIRST AMENDMENT TO TRANSFER AND SERVICING AGREEMENT, dated as of
November 7, 2002 (this "Amendment"), is to the Transfer and Servicing
Agreement, dated as of August 1, 2001 (the "Agreement"), among WFN Credit
Company, LLC, a Delaware limited liability company, as Transferor, World
Financial Network National Bank, a national banking association, as Servicer,
and World Financial Network Credit Card Master Note Trust, a statutory trust
organized under the laws of the State of Delaware, as Issuer (the
"Agreement"). Unless otherwise defined herein, capitalized terms used herein
have the meanings ascribed to such terms in the Agreement.
WHEREAS, Transferor, Servicer and Issuer desire to amend the Agreement in
certain respects set forth below;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
1. Amendments to Agreement. The parties hereto agree that:
(a) the representations, warranties and covenants set forth in Schedule 1
attached to this Amendment shall be a part of the Agreement for all purposes;
and
(b) the inclusion of certain accounts as Automatic Additional Accounts
pursuant to Section 2.6 of the Agreement shall be subject to such further
limitations as may be agreed upon by the Transferor and any Rating Agency from
time to time, which agreement shall be in writing and signed by the Transferor
or the Servicer, on behalf of the Transferor.
2. Conditions. In accordance with Section 9.1 of the Agreement, the foregoing
amendment shall become effective as of the date first written above upon (i)
the execution of this Amendment by the Transferor, the Servicer and the Issuer
and (ii) the satisfaction of the conditions set forth in Section 9.1 of the
Agreement.
3. Miscellaneous. As herein amended, the Agreement shall remain in full force
and effect and is hereby ratified and confirmed in all respects. This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Amendment may be executed in
any number of counterparts and by the different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Amendment.
4. Governing Law. This Amendment shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
IN WITNESS WHEREOF, Transferor, Servicer and Issuer have caused this Amendment
to be duly executed by their respective officers as of the date first written
above.
WFN CREDIT COMPANY, LLC, as Transferor
By: /s/ Robert Armiak
------------------------------------
Name: Robert Armiak
Title: Senior Vice President and Treasurer
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST, as Issuer
By: Chase Manhattan Bank USA, National Association, not
in its individual capacity but solely as Owner
Trustee on behalf of Issuer
By: /s/ John J. Cashin
-------------------------------------
Name: John J. Cashin
Title: Vice President
WORLD FINANCIAL NETWORK NATIONAL
BANK, as Servicer
By: /s/ Robert Armiak
------------------------------------
Name: Robert Armiak
Title: Senior Vice President and Treasurer
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Schedule 1
PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS
(a) In addition to the representations, warranties and covenants
contained in the Agreement, the Transferor hereby represents, warrants
and covenants to the Issuer as follows as of each Closing Date prior to
the Certificate Trust Termination Date:
(1) The transfer and assignment of the Collateral Certificate
contemplated by the Agreement constitutes either (i) a sale of the
Collateral Certificate or (ii) a grant of a security interest (as
defined in the applicable Uniform Commercial Code) in the Collateral
Certificate in favor of the Issuer, which security interest is prior
to all other Liens, and is enforceable as such against creditors of
and purchasers from Transferor.
(2) The Collateral Certificate constitutes an "instrument," a
"general intangible" or a "certificated security" within the meaning
of the applicable Uniform Commercial Code.
(3) Immediately prior to the transfer and assignment
contemplated by the Agreement, the Transferor had good and
marketable title to the Collateral Certificate free and clear of any
Lien; provided that nothing in this paragraph (a)(3) shall prevent
or be deemed to prohibit Transferor from suffering to exist upon the
Collateral Certificate any Liens for any taxes if such taxes shall
not at the time be due and payable or if WFN, Transferor or Issuer,
as applicable, shall currently be contesting the validity thereof in
good faith by appropriate proceedings and shall have set aside on
its books adequate reserves with respect thereto.
(4) There are no consents or approvals required by the terms of
the Collateral Certificate for the transfer and assignment of the
Collateral Certificate to the Issuer pursuant to the Agreement.
(5) Transferor has caused the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security
interest granted to the Issuer under the Agreement in the Collateral
Certificate.
(6) Other than the transfer and assignment of the Collateral
Certificate to the Issuer pursuant to the Agreement, Transferor has
not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed the Collateral Certificate. Transferor has not
authorized the filing of and is not aware of any financing
statements against Transferor that include a description of
collateral covering the Collateral Certificate, except for the
financing statement filed pursuant to the Agreement. Transferor is
not aware of any judgment or tax lien filings against Transferor.
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(7) The Collateral Certificate does not have any marks or
notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.
(8) Notwithstanding any other provision of the Indenture, the
representations and warranties set forth in this Schedule 1 shall be
continuing, and remain in full force and effect, until such time as
the Collateral Certificate is retired.
(b) Issuer covenants that it shall not, without satisfying the
Rating Agency Condition, waive a breach of any representation or warranty
set forth in this Schedule 1.
(c) Servicer covenants that in order to evidence the interests of
Issuer under the Agreement, Servicer shall take such action, or execute
and deliver such instruments as may be necessary or advisable (including,
without limitation, such actions as are requested by Indenture Trustee)
to maintain and perfect the Issuer's security interest in the Collateral
Certificate.
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