Exhibit 10.94
EXECUTION VERSION
FIRST AMENDMENT TO
RECEIVABLES PURCHASE
AGREEMENT
This FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT , dated as of June 24, 2008
(this “ Amendment ”) is made between World
Financial Network National Bank, a national banking association
(“ WFN ”), as RPA Seller (“RPA
Seller”) and WFN Credit Company, LLC, a Delaware limited
liability company (“ WFN Credit ”), as Purchaser
(“ Purchaser ”) under the Receivables Purchase
Agreement, dated as of September 28, 2001 (as further amended,
restated and otherwise modified from time to time, the “
Agreement ”). Capitalized terms used and not otherwise
defined in this Amendment are used as defined in the
Agreement.
Background
A. The parties hereto have entered
into the Agreement.
B. The parties hereto wish to amend
the Agreement as set forth in this Amendment.
Agreement
1. Amendment of the Agreement
. The Agreement is hereby amended as provided in this
Section 1 .
(a) Section 1.1 of the
Agreement is hereby amended by adding the following definitions in
the appropriate alphabetical order:
““ Co-Branded
Program ” means any arrangement in which RPA Seller
agrees to extend general purpose credit card accounts to customers
of a Merchant, which accounts combine a private label credit line
for use at the Merchant’s retail establishments, or through a
catalogue sales business, Internet website or other channel through
which such Merchant offers goods and services, and a general
purpose credit line for use elsewhere.”
““ Interchange
” means interchange fees payable to RPA Seller, in its
capacity as credit card issuer, through VISA U.S.A., Inc. and
Mastercard International Inc. in connection with cardholder charges
for goods and services, and cash advances.”
(b) Section 5.1 of the
Agreement is hereby amended by adding the following language
immediately after Section 5.1(k):
“(l) Interchange . On
or prior to each Determination Date, RPA Seller shall notify the
Servicer of the “ Account Interchange Amount ”,
which amount shall be equal to the product of:
(i) the total amount of Interchange
paid to RPA Seller during the preceding monthly period with respect
to the credit card accounts in all Co-Branded Programs that are
Approved Portfolios; and
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First Amendment to Receivables
Purchase
Agreement
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(ii) a fraction the numerator of
which is the volume during the preceding Monthly Period of sales
net of cash advances on the Accounts in all Co-Branded Programs and
the denominator of which is the amount of sales net of cash
advances during such Monthly Period on all credit card accounts
owned by RPA Seller in all Co-Branded Programs that are Approved
Portfolios;
or such other amount as RPA Seller
may reasonably calculate or estimate as Interchange attributable to
the Accounts.
On each Transfer Date, RPA Seller
shall (A) pay to the Servicer, and Servicer shall deposit in
immediately available funds into the Collection Account or, with
respect to the portion of the Account Interchange Amount allowed to
any
