Exhibit 4.5
ADMINISTRATION AGREEMENT
between
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
Issuer,
and
WORLD FINANCIAL NETWORK NATIONAL BANK
Administrator
Dated as of August 1, 2001
TABLE OF CONTENTS
PAGE
1. Duties of Administrator....................................................1
2. Records....................................................................6
3. Compensation...............................................................7
4. Additional Information to be Furnished to Issuer...........................7
5. Independence of Administrator..............................................7
6. No Joint Venture...........................................................7
7. Other Activities of Administrator..........................................7
8. Term of Agreement; Resignation and Removal of Administrator................7
9. Action upon Termination, Resignation or Removal............................9
10. Notices....................................................................9
11. Amendments.................................................................9
12. Successors and Assigns....................................................10
13. GOVERNING LAW.............................................................10
14. Headings..................................................................11
15. Counterparts..............................................................11
16. Severability..............................................................11
17. Not Applicable to WFN in Other Capacities.................................11
18. Limitation of Liability of Owner Trustee..................................11
19. Third-Party Beneficiary...................................................11
20. Nonpetition Covenants.....................................................11
21. Successor Administrator...................................................11
EXHIBIT
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Exhibit A Power of Attorney
-i-
ADMINISTRATION AGREEMENT, dated as of August 1, 2001 (this
"AGREEMENT"), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a
business trust organized and existing under the laws of the State of Delaware
("ISSUER"), and WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking
association, as administrator ("ADMINISTRATOR").
W I T N E S S E T H :
WHEREAS, Issuer has entered into a Master Indenture, dated as of August
1, 2001 (the "INDENTURE"), between Issuer and BNY Midwest Trust Company, as
indenture trustee ("INDENTURE TRUSTEE"), to provide for the issuance of its
asset backed notes (the "NOTES") from time to time pursuant to one or more
indenture supplements. Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in ANNEX A to the Indenture;
WHEREAS, Issuer has entered into certain agreements in connection with
the issuance of the Notes, the issuance of the Transferor Interest and
transactions related thereto, including (i) the Transfer and Servicing
Agreement, (ii) the Trust Agreement, and (iii) the Indenture (the Transfer and
Servicing Agreement, the Trust Agreement, the Indenture and all Indenture
Supplements being hereinafter referred to collectively as the "RELATED
AGREEMENTS");
WHEREAS, pursuant to the Related Agreements, Issuer and Owner Trustee
are required to perform certain duties in connection with (a) the Notes and the
Collateral and (b) the Transferor Interest;
WHEREAS, Issuer and Owner Trustee desire to have Administrator perform
certain of the duties of Issuer and Owner Trustee referred to in the preceding
clause, and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as Issuer and Owner Trustee may from
time to time request; and
WHEREAS, Administrator has the capacity to provide the services
required hereby and is willing to perform such services for Issuer and Owner
Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE RELATED AGREEMENTS.
Administrator shall consult with Owner Trustee regarding the duties of Issuer
and Owner Trustee under the Related Agreements. Administrator shall monitor
the performance of Issuer and shall advise Owner Trustee when action is
necessary to comply with Issuer's or Owner Trustee's duties under the Related
Agreements.
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Administrator shall prepare for execution by Issuer or Owner Trustee or shall
cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, orders, certificates and opinions as it shall
be the duty of Issuer or Owner Trustee to prepare, file or deliver pursuant
to any Related Agreement. In furtherance of the foregoing, Administrator
shall take all appropriate action that it is the duty of Issuer or Owner
Trustee to take pursuant to the Indenture including such of the foregoing as
are required with respect to the following matters under the Indenture
(references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and
instruments required for execution, authentication and delivery of the
Notes (whether upon initial issuance, transfer or exchange, or
otherwise), if any, and delivery of the same to Indenture Trustee (if
applicable) (SECTIONS 2.3, 2.5, 2.6, 2.11(c) or 2.14);
(ii) the duty to cause the Note Register to be kept, to
appoint a successor Transfer Agent and Registrar, if necessary, and to
give Indenture Trustee notice of any appointment of a new Transfer
Agent and Registrar and the location, or change in location, of the
Note Register (SECTION 2.5);
(iii) the furnishing of Indenture Trustee, Servicer, any
Noteholder or the Paying Agent with the names and addresses of
Noteholders after receipt of a written request therefor from Indenture
Trustee, Servicer, any Noteholder or the Paying Agent, respectively, or
as otherwise specified in the Indenture (SECTIONS 2.9(a) and 7.1);
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for
the release of collateral (SECTION 8.7);
(v) the duty to cause Issuer to maintain an office or
agency within
New York (and as otherwise set forth in an Indenture
Supplement) and to give Indenture Trustee and the Noteholders notice of
the location, or change in location, of such office or agency (SECTION
3.2);
(vi) the duty to direct Indenture Trustee to deposit with
any Paying Agent the sums specified in the Indenture and the
preparation of an Issuer Order directing the investment of such funds
in Permitted Investments (SECTION 3.3);
(vii) the duty to cause newly appointed Paying Agents, if
any, to deliver to Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (SECTION 3.3);
(viii) the direction to Paying Agents to pay to Indenture
Trustee all sums held in trust by such Paying Agents (SECTION 3.3);
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(ix) the duty to cause Issuer to keep in full force its
existence, rights and franchises as a Delaware business trust and the
obtaining and preservation of Issuer's qualification to do business in
each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of the Indenture, the Notes,
the Collateral and each other related instrument and agreement (SECTION
3.4);
(x) the preparation of all supplements, amendments,
financing statements, continuation statements, if any, instruments of
further assurance and other instruments necessary to protect, maintain
and enforce the Collateral (SECTION 3.5);
(xi) the obtaining of the Opinion of Counsel on each
Closing Date and the annual delivery of Opinions of Counsel as to the
Collateral, and the annual delivery of the Officer's Certificate
(SECTIONS 3.6 and 3.9);
(xii) the identification to Indenture Trustee in an
Officer's Certificate of a Person with whom Issuer has contracted to
assist it in performing its duties under the Indenture (SECTION
3.7(b));
(xiii) causing the delivery of notice by Indenture Trustee
to the Rating Agencies of the occurrence of any Servicer Default of
which Issuer has knowledge and the action, if any, being taken in
connection with such default (SECTION 3.7(d));
(xiv) the delivery to Indenture Trustee, within 120 days
after the end of each fiscal year of Issuer of an Officer's Certificate
with respect to various matters relating to compliance with the
Indenture (SECTION 3.9);
(xv) the preparation and obtaining of documents,
certificates, opinions and instruments required in connection with the
consolidation or merger by Issuer with or into any other Person or the
sale of Issuer's assets substantially as an entirety to any Person
(SECTION 3.10);
(xvi) the delivery of notice to Indenture Trustee and the
Rating Agencies of (1) each Event of Default, (2) each default by
Servicer or Transferor under the Transfer and Servicing Agreement
(SECTION 3.18) and (3) each default by the RPA Seller under the
Receivables Purchase Agreement;
(xvii) the monitoring of Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officer's Certificate and the obtaining of the Opinion of Counsel and
the Independent Certificate relating thereto (SECTION 4.1);
(xviii) the compliance with any directive of Indenture
Trustee with respect to the sale of the Collateral if an Event of
Default shall have
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occurred and be continuing and the Notes have been accelerated (SECTION
5.5);
(xix) the preparation of an Officer's Certificate to be
delivered to Indenture Trustee and the delivery of such Officer's
Certificate to the Noteholders (SECTION 6.3(b));
(xx) the removal of Indenture Trustee, if necessary and in
compliance with the Indenture, and the appointment of a successor
(SECTION 6.8);
(xxi) the preparation of various reports to be filed with
Indenture Trustee and the Commission, as applicable (SECTION 7.3);
(xxii) notifying Indenture Trustee if and when the Notes are
listed on any stock exchange (SECTION 7.4);
(xxiii) the preparation of an Issuer Order and
Officer's Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of the
Collateral (SECTIONS 8.7 and 8.8);
(xxiv) the preparation of Issuer Orders, agreements,
certificates, instruments, consents and other documents and the
obtaining of Opinions of Counsel with respect to the execution of
supplemental indentures (SECTIONS 3.7(f), 10.1, 10.2 and 10.3);
(xxv) the execution of new Notes conforming to any
supplemental indenture (SECTION 10.6);
(xxvi) the preparation of all Officers' Certificates,
Opinions of Counsel and, if necessary, Independent Certificates with
respect to any requests by Issuer to Indenture Trustee to take any
action under the Indenture (SECTION 12.1(a));
(xxvii) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates, if
necessary, in connection with the deposit of any Collateral or other
property or securities with Indenture Trustee that is to be made the
basis for the release of property from the lien of the Indenture
(SECTION 12.1(b));
(xxviii) the preparation and delivery to Noteholders and
Indenture Trustee of any agreements with respect to alternate payment
and notice provisions (SECTION 12.6); and
(xxix) compliance with the provisions of the Transfer and
Servicing Agreement, Indenture Supplement and Trust Agreement
applicable to Issuer.
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(b) ADDITIONAL DUTIES.
(i) In addition to the duties of Administrator set forth
above, but subject to SECTIONS 1(c)(ii) and 5, Administrator shall
perform all duties and obligations of Issuer under the Related
Agreements, and shall perform such calculations and shall prepare for
execution by Issuer and shall cause the preparation by other
appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of
Issuer or Owner Trustee to prepare, file or deliver pursuant to the
Related Agreements and shall administer the Trust in the interest of
the holder of the Transferor Interest, and at the request of Issuer
shall take all appropriate action that it is the duty of Issuer or
Owner Trustee to take pursuant to the Related Agreements. Subject to
SECTIONS 1(c)(ii) and 5 of this Agreement, and in accordance with the
directions of Issuer, Administrator shall administer, perform or
supervise the performance of such other activities in connection with
the Collateral (including the Related Agreements) as are not covered by
any of the foregoing provisions and as are expressly requested by Owner
Trustee and are reasonably within the capability of Administrator.
(ii) Administrator shall perform any duties expressly
required to be performed by Administrator under the Trust Agreement,
including the preparation of tax returns pursuant to SECTION 5.7 of the
Trust Agreement.
(iii) In carrying out the foregoing duties or any of its
other obligations under this Agreement, Administrator may enter into
transactions with or otherwise deal with any of its Affiliates;
PROVIDED, HOWEVER, that the terms of any such transactions or dealings
shall be in accordance with any directions received from Issuer and
shall be, in Administrator's opinion, no less favorable to Issuer than
would be available from unaffiliated parties.
(iv) It is the intention of the parties hereto that
Administrator shall, and Administrator hereby agrees to, prepare, file
and deliver on behalf of Issuer all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of
Issuer to prepare, file or deliver pursuant to the Related Agreements,
including any filing, reports, notices, applications and registrations
with, and seek any consents or authorizations from, the Securities and
Exchange Commission and any state authority on behalf of Issuer as may
be necessary or advisable to comply with any federal or state
securities or reporting requirements laws, to the extent not provided
by Servicer in accordance with SECTION 3.1(a) of the Pooling and
Servicing Agreement and SECTION 3.10 of the Transfer and Servicing
Agreement. In furtherance thereof, Owner Trustee shall, on behalf of
Issuer, execute and deliver to Administrator and its agents, and to
each successor Administrator appointed pursuant to the terms hereof,
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one or more powers of attorney substantially in the form of EXHIBIT A
hereto, appointing Administrator the attorney-in-fact of Issuer for the
purpose of executing on behalf of Issuer all such documents, reports,
filings, instruments, certificates and opinions.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of Administrator are nonministerial, Administrator shall not
take any action unless within a reasonable time before the taking of
such action, Administrator shall have notified Transferor of the
proposed action and Transferor shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include:
(A) the amendment of or any supplement to the
Indenture;
(B) the initiation of any claim or lawsuit by
Issuer and the compromise of any action, claim or lawsuit
brought by or against Issuer (other than in connection with
the collection or enforcement of the Collateral);
(C) the amendment, change or modification of the
Related Agreements;
(D) the appointment of successor Transfer Agent
and Registrars, successor Paying Agents and successor
Indenture Trustees pursuant to the Indenture or the
appointment of successor Administrators, or the consent to the
assignment by the Transfer Agent and Registrar, Paying Agent
or Indenture Trustee of its obligations under the Indenture;
and
(E) the removal of Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, Administrator shall not be obligated to, and shall not, (x)
make any payments from its own funds to the Noteholders, the Holders of
the Transferor Interest or any other Person under the Related
Agreements, (y) sell the Receivables (or interests therein) pursuant to
SECTION 5.5 of the Indenture other than pursuant to a written directive
of Indenture Trustee or (z) take any other action that Issuer directs
Administrator not to take on its behalf.
2. RECORDS. Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by Issuer, Owner Trustee,
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Indenture Trustee, Servicer and Transferor at any time during normal business
hours.
3. COMPENSATION. As compensation for the performance of
Administrator's obligations under this Agreement, Administrator shall be
entitled to $100 per month which shall be payable in accordance with Section
3.1(e) of the Transfer and Servicing Agreement. Transferor shall be responsible
for payment of Administrator's fees (to the extent not paid pursuant to Section
3.1(e) of the Transfer and Servicing Agreement).
4. ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER.
Administrator shall furnish to Issuer from time to time such additional
information regarding the Collateral as Issuer shall reasonably request.
5. INDEPENDENCE OF ADMINISTRATOR. For all purposes of this
Agreement, Administrator shall be an independent contractor and shall not be
subject to the supervision of Issuer or Owner Trustee with respect to the manner
in which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by Issuer, Administrator shall have no authority to act for
or represent Issuer or Owner Trustee in any way and shall not otherwise be
deemed an agent of Issuer or Owner Trustee.
6. NO JOINT VENTURE. Nothing contained in this Agreement shall
(i) constitute Administrator and either of Issuer or Owner Trustee as members of
any partnership, joint venture, association, syndicate, unincorporated business
or other separate entity, (ii) be construed to impose any liability as such on
any of them or (iii) be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall
prevent Administrator or its Affiliates from engaging in other businesses or, in
its sole discretion, from acting in a similar capacity as an administrator for
any other person or entity even though such person or entity may engage in
business activities similar to those of Issuer, Owner Trustee or Indenture
Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the termination
of Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to SECTIONS 8(e) and (f), Administrator may resign its
duties hereunder by providing Issuer with at least sixty (60) days prior written
notice.
(c) Subject to SECTIONS 8(e) and (f), Issuer may remove
Administrator without cause by providing Administrator with at least sixty (60)
days prior written notice.
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(d) Subject to SECTIONS 8(e) and (f), at the sole option of
Issuer, Administrator may be removed immediately upon written notice of
termination from Issuer to Administrator if any of the following events shall
occur:
(i) Administrator shall default in the performance of any
of its duties under this Agreement and, after notice of such default,
shall not cure such default within thirty (30) days (or, if such
default cannot be cured in such time, shall not give within thirty (30)
days such assurance of cure as shall be reasonably satisfactory to
Issuer);
(ii) a court having jurisdiction in the premises shall
enter a decree or order for relief, and such decree or order shall not
have been vacated within sixty (60) days, in respect of Administrator
in any involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect or appoint a receiver,
conservator, liquidator, assignee, custodian, trustee, sequestrator or
similar official for Administrator or any substantial part of its
property or order the winding up or liquidation of its affairs; or
(iii) Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for Administrator or any substantial
part of its property, shall consent to the taking of possession by any
such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors, shall admit in writing
its inability to pay its debts generally as they become due or shall
fail generally to pay its debts as they become due.
Administrator agrees that if any event specified in CLAUSE
(ii) or (iii) of this SECTION 8(d) shall occur, it shall give written
notice thereof to Issuer and Indenture Trustee within seven (7) days
after the happening of such event. After obtaining knowledge of any
event specified in CLAUSE (i), (ii) or (iii) of this SECTION 8(d),
Issuer shall give prompt written notice thereof to the Rating Agencies.
(e) No resignation or removal of Administrator pursuant to this
SECTION 8 shall be effective until (i) a successor Administrator shall have been
appointed by Issuer and (ii) such successor Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as
Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be
effective only after satisfaction of the Rating Agency Condition with respect to
the proposed appointment.
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9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon
the effective date of termination of this Agreement pursuant to SECTION 8(a) or
the resignation or removal of Administrator pursuant to SECTIONS 8(b), (c) or
(d), respectively, Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. Administrator shall forthwith upon such termination
pursuant to SECTION 8(a) deliver to Transferor all property and documents of or
relating to the Collateral then in the custody of Administrator. In the event of
the resignation or removal of Administrator pursuant to SECTIONS 8(b), (c) or
(d), respectively, Administrator shall cooperate with Issuer and take all
reasonable steps requested to assist Issuer in making an orderly transfer of the
duties of Administrator.
10. NOTICES. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to Issuer or Owner Trustee, to the Corporate Trust Office
of the Owner Trustee, with a copy to Administrator;
(b) if to Administrator, to World Financial Network National Bank,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President;
(c) if to Indenture Trustee, to BNY Midwest Trust Company, ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Structural Finance
Services;
(d) if to Transferor, to WFN Credit Company, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President;
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above, except that notices to Indenture
Trustee, Transferor, Administrator or Issuer are effective only upon receipt.
11. AMENDMENTS. This Agreement may be amended from time to time,
by a written amendment duly executed and delivered by Issuer and Administrator,
with the written consent of Owner Trustee (as such and in its individual
capacity), without the consent of any of the Noteholders, the Holders of the
Transferor Interest or the Transferor to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of the Noteholders or the
Holders of the Transferor Interest in a manner not inconsistent with the
provisions of this Agreement; PROVIDED, HOWEVER, that such amendment will not,
as evidenced by an Officer's Certificate of Administrator addressed and
delivered to Owner Trustee, materially and adversely affect the interests of any
Noteholder or any beneficial owner of the Trust.
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This Agreement may also be amended from time to time, by a written
amendment duly executed and delivered by Issuer and Administrator, with the
written consent of Owner Trustee (as such and in its individual capacity), the
holders of Notes evidencing not less than 66 2/3% of the Outstanding Amount of
the Notes and the Transferor, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of Noteholders or any beneficial owner of the
Trust; PROVIDED, HOWEVER, that, without the consent of the Holders of all of the
Notes then Outstanding, no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on the Receivables or distributions that are required to be made for
the benefit of the Noteholders or (b) reduce the aforesaid portion of the
Outstanding Amount of the Notes, the Holders of which are required to consent to
any such amendment.
Prior to the execution of any such amendment or consent, Administrator
shall furnish written notification of the substance of such amendment or consent
to each Rating Agency. Promptly after the execution of any such amendment or
consent, Administrator shall furnish written notification of the substance of
such amendment or consent to Indenture Trustee.
It shall not be necessary for the consent of Noteholders pursuant to
this Section 11 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
12. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by
Administrator unless such assignment is previously consented to in writing by
Issuer, Transferor and Owner Trustee (as such and in its individual capacity)
and subject to the satisfaction of the Rating Agency Condition in respect
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by Administrator without the consent of Issuer, Transferor, Owner
Trustee or the Rating Agencies to a corporation or other organization that is a
successor (by merger, consolidation or purchase of assets) to Administrator,
provided that such successor organization executes and delivers to Issuer,
Transferor and Owner Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT 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.
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14. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which when so executed shall together constitute but one and the same
agreement.
16. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
17. NOT APPLICABLE TO WFN IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation WFN may have in any other capacity, other
than as Administrator.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
Chase Manhattan Bank USA, National Association not in its individual capacity
but solely in its capacity as Owner Trustee of Issuer and in no event shall
Chase Manhattan Bank USA, National Association in its individual capacity or any
beneficial owner of Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of Issuer hereunder, as
to all of which recourse shall be had solely to the assets of Issuer. For all
purposes of this Agreement, in the performance of any duties or obligations
hereunder, Owner Trustee (as such or in its individual capacity) shall be
subject to, and entitled to the benefits of, the terms and provisions of the
Trust Agreement.
19. THIRD-PARTY BENEFICIARY. Owner Trustee is a third party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
20. NONPETITION COVENANTS. Notwithstanding any prior termination
of this Agreement, neither Owner Trustee nor Administrator shall at any time
institute against Issuer, Transferor or Certificate Trust, or solicit or join or
cooperate with or encourage any institution against Issuer, Transferor or
Certificate Trust of any bankruptcy, reorganization, arrangement, insolvency to
liquidating proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Administration Agreement or any of the other Transaction Documents; PROVIDED,
HOWEVER, that this SECTION 20 shall not operate to preclude any remedy described
in Article V of the Indenture.
21. SUCCESSOR ADMINISTRATOR. In the event of a servicing transfer
pursuant to Article VII of the Transfer and Servicing Agreement, the successor
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servicer under the Transfer and Servicing Agreement shall, upon the date of such
servicing transfer, become the successor Administrator hereunder.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST
By: Chase Manhattan Bank USA, National Association,
not in its individual capacity
but solely as Owner Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
WORLD FINANCIAL NETWORK
NATIONAL BANK, as Administrator
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
Acknowledged and Accepted:
WFN CREDIT COMPANY, LLC,
as Transferor
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
Administration Agreement Signature Page
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EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF DELAWARE )
)
COUNTY OF NEWCASTLE )
KNOW ALL MEN BY THESE PRESENTS, that World Financial Network Credit Card Master
Note Trust, a Delaware business trust ("Trust"), does hereby make, constitute
and appoint World Financial Network National Bank, as Administrator under the
Administration Agreement (as defined below), and its agents and attorneys, as
Attorneys-in-Fact to execute on behalf of the Trust all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust to prepare, file or deliver pursuant to the Related Agreements (as defined
in the
Administration Agreement), including to appear for and represent the
Trust in connection with the preparation, filing and audit of federal, state and
local tax returns pertaining to the Trust, and with full power to perform any
and all acts associated with such returns and audits that the Trust could
perform, including the right to distribute and receive confidential information,
defend and assert positions in response to audits, initiate and defend
litigation, and to execute waivers of restriction on assessments of
deficiencies, consents to the extension of any statutory or regulatory time
limit, and settlements. For the purpose of this Power of Attorney, the term
"
Administration Agreement" means the
Administration Agreement, dated as of
August 1, 2001, between the Trust and World Financial Network National Bank, as
Administrator, and as such may be amended from time to time.
This power of attorney is coupled with an interest and shall survive and not be
affected by the subsequent bankruptcy or dissolution of the Trust.
All powers of attorney for this purpose heretofore filed or executed by the
Trust are hereby revoked.
EXECUTED this ____ day of _________, 2001.
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST
By: Chase Manhattan Bank USA,
National Association,
not in its individual capacity
but solely as Owner Trustee
By:_________________________________
Name:_______________________________
Title:______________________________