UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported)
June 30, 2023
 
World Financial Network Credit Card Master Note Trust
(Exact Name of Issuing Entity as Specified in its Charter)

Commission File Number of Issuing Entity: 333-264255-02
Central Index Key Number of Issuing Entity: 0001282663

World Financial Network Credit Card Master Trust
(Exact Name of Issuer of Collateral Certificate as Specified in its Charter)

Commission File Number of Issuer of the Collateral Certificate: 333-264255-01
Central Index Key Number of Issuer of the Collateral Certificate: 0001140096

WFN Credit Company, LLC
(Exact Name of Depositor/Registrant as Specified in its Charter)

Commission File Number of Depositor: 333-264255
Central Index Key Number of Depositor: 0001139552

Comenity Bank
(Exact Name of Sponsor as Specified in its Charter)

Central Index Key Number of Sponsor: 0001007254
 
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
 
31-1772814
(I.R.S. Employer Identification No. of Registrant)
 
3095 Loyalty Circle, Columbus, Ohio
 
43219
(Address of Principal Executive Offices of Registrant)
 
(Zip Code)

(614) 729-4000
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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))
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 1.01.
Entry into Material Definitive Agreement.

On June 30, 2023, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into the Eleventh Addendum to Appendix A (“Eleventh Addendum”) of that certain Fourth Amended and Restated Service Agreement, dated as of June 1, 2022 (the “Service Agreement”), by and between Bank and Servicer, which Service Agreement was filed as Exhibit 99.2 of the report on Form 10-D on June 15, 2022. A copy of the Eleventh Addendum is filed with this Form 8-K as Exhibit 99.1.

Item 8.01.
Other Events.

On April 30, 2023, Bank and Servicer entered into the Tenth Addendum to Appendix A (“Tenth Addendum”) of the Service Agreement. A copy of the Tenth Addendum is filed with this Form 8-K as Exhibit 99.2.

Item 9.01.
Financial Statements and Exhibits.
 

(a)
Not applicable.
 

(b)
Not applicable.
 

(c)
Not applicable.
 

(d)
Exhibits.
 
Exhibit No.
Document Description
   
Eleventh Addendum to Appendix A of Fourth Amended and Restated Service Agreement
Tenth Addendum to Appendix A of Fourth Amended and Restated Service Agreement


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.
 
Dated: July 7, 2023
WFN Credit Company, LLC, as depositor
   
 
By:
/s/ Michael Blackham
 
Name:
Michael Blackham
 
Title:
Treasurer




Exhibit 99.1

ELEVENTH ADDENDUM TO APPENDIX A OF
FOURTH AMENDED AND RESTATED SERVICE AGREEMENT

This Eleventh Addendum to Appendix A of that certain Fourth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 30th day of June, 2023, by and between Comenity Bank (“Bank”), a Delaware state bank, with its principal place of business at One Righter Parkway, Suite 100, Wilmington, Delaware 19803 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus Ohio 43219.

RECITALS

WHEREAS, Bank and Servicer entered into that certain Fourth Amended and Restated Service Agreement as of June 1, 2022, (the “Agreement”) to outsource certain services to Servicer; and

WHEREAS, Bank and Servicer desire to modify certain Performance Standards set forth in Exhibit A to the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Bank and Servicer agree as follows:

1.          Performance Standards. Bank and Servicer agree to amend the Performance Standards set forth in Appendix A to the Agreement, such that certain Performance Standards are hereby amended and added as set forth in further detail in Exhibit A hereto.

2.         Effective Date:  The amendments and additions to the Performance Standards, as set forth in Exhibit A hereto, shall be effective as of the first day of the month following the month in which this Addendum is executed.

3.        Miscellaneous.  Capitalized terms not otherwise defined in this Addendum shall have the meanings assigned to them in the Agreement.  Other than as set forth above and in Exhibit A hereto, the parties agree that the Agreement, as amended by this Addendum, shall continue in full force and effect. The parties may execute this Addendum in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.


IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their authorized officers effective as of the date first written above.
 
 
Comenity Bank
 
       
 
By:
/s/ Baron Schlachter
 
 
Name:
Baron Schlachter
 
 
Title:
Comenity Bank President
 
       
 
Comenity Servicing LLC
 
       
 
By:
/s/ Tammy McConnaughey
 
 
Name:
Tammy McConnaughey
 
 
Title:
EVP, Chief Credit Risk and
 
   
Operations Officer
 

2

EXHIBIT A
 
SECTION I: SERVICES AND PERFORMANCE STANDARDS APPLICABLE TO ALL COMENITY BANK PRODUCTS
 

1.
Amendments and Additions.  Set forth below are additional Performance Standards or revisions to existing Performance Standards, all of which shall be incorporated into Appendix A to the Agreement.
 
Service

Performance Standard

Measuring
Period
Amended/
Added
Business Continuity and Disaster Recovery Services
•      Assist management in planning for a shut down or disruption in business.
•      Respond to emergencies and safeguard the interests of key stakeholders, reputation, brand and value-creating activities.
•     Oversee each area that is responsible for planning, developing, updating and testing the procedures that will provide the organization the ability to respond and recover during an unplanned event.
•    Provide business continuity and disaster recovery services as follows:
•    Provide alternate site for Bank headquarters personnel in the event that the Bank’s location is rendered inaccessible or inoperable, until the Bank’s facility has been restored or other permanent location is secured.
•     Provide workstations for the duration of need, including access to all systems, availability, hardware, Bank data, and telephones with unlimited call access within the United States.
•   Upon arrival at the Servicer’s facility, Bank personnel will be issued such building access devices (electronic cards, keys, etc.) as needed to facilitate access to the building.
•     Provide security policies and procedures then in effect for this the facility.
•    Provide data security, data recovery, data backup, secured connectivity, and confidentiality functions.
•     Provide access to copy machines, fax machines and customary office supplies needed.
Conduct Business Impact Analysis (BIA) assessment within 12 months of the last assessment for 95% of business processes and provide results to Operational Risk Management Committee.
A
Amended
Conduct risk assessment within 12 months of the last assessment for 95% of facilities and provide results to Operational Risk Management Committee.
A
Amended
Establish and approve 97% of Business Continuity plans within 12 months of the last approval consistent with BCDR standards and report quarterly results to Operational Risk Management Committee.
Q
Amended
Establish and approve 97% of Disaster Recovery plans within 12 months of the last approval consistent with BCDR standards and report quarterly results to Operational Risk Management Committee.
Q
 
 
 
 
 
 
 
 
 
Added
Conduct 95% of Business Continuity plan testing consistent with BCDR standards and report quarterly results to Operational Risk Management Committee.
 
Q
Amended
Conduct 95% of Disaster Recovery plan testing consistent with BCDR standards and report quarterly results to Operational Risk Management Committee.
 
Q
Added
 
3

Service

Performance Standard

Measuring
Period
Amended/
Added
Information Security Support
      Provide technologies and manage network and application access to protect client/customer data while assuring privacy and regulatory compliance.
Perform semi-annual user access reviews on non-privileged applications and non-critical IT infrastructure.
 
 
S-A
Amended
Perform quarterly privileged user access reviews on ancillary systems, high/moderate risk applications, and critical IT infrastructure
Q
Added
Information Technology Services/Outsourcing
      Provide Information Technology services, platform, network, including telecommunications through a secure environment, which can be outsourced to third and fourth parties, including but not limited to:
          Timely Incident Restoration
          Unix/Linux Server Availability
          Windows Server Availability
          Mainframe Availability
          Critical Application Availability
          Data/Voice Connectivity Availability
          Implementation of Critical Security
Updates/Patches
          Completion of Critical Batches
          Authorizations
          Other IT services as needed
          Provide IT Quality services as listed below:
       Provide management of production defects
      Maintain tracking of Critical and High defects
      Maintain listing of critical applications supporting the Bank(s)
      Maintain oversight of critical application performance
      Provide monitoring of IT fixes implemented
      Other IT Quality Services, as requested
 
Complete 99% of critical batches within 24 hours of required completion time.
 
M
Amended
 
 
4


Exhibit 99.2

TENTH ADDENDUM TO APPENDIX A OF
FOURTH AMENDED AND RESTATED SERVICE AGREEMENT

This Tenth Addendum to Appendix A of that certain Fourth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 30th day of April, 2023, by and between Comenity Bank (“Bank”), a Delaware state bank, with its principal place of business at One Righter Parkway, Suite 100, Wilmington, Delaware 19803 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus Ohio 43219.

RECITALS

WHEREAS, Bank and Servicer entered into that certain Fourth Amended and Restated Service Agreement as of June 1, 2022, (the “Agreement”) to outsource certain services to Servicer; and

WHEREAS, Bank and Servicer desire to modify certain Performance Standards set forth in Exhibit A to the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Bank and Servicer agree as follows:

1.          Performance Standards. Bank and Servicer agree to amend the Performance Standards set forth in Appendix A to the Agreement, such that certain Performance Standards are hereby deleted as set forth in further detail in Exhibit A hereto.

2.         Effective Date:  The deletions to the Performance Standards, as set forth in Exhibit A hereto, shall be effective as of the first day of the month following the month in which this Addendum is executed.

3.         Miscellaneous.  Capitalized terms not otherwise defined in this Addendum shall have the meanings assigned to them in the Agreement.  Other than as set forth above and in Exhibit A hereto, the parties agree that the Agreement, as amended by this Addendum, shall continue in full force and effect. The parties may execute this Addendum in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

1

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their authorized officers effective as of the date first written above.
 
 
Comenity Bank
 
       
 
By:
/s/ Baron Schlachter
 
 
Name: 
Baron Schlachter
 
 
Title:
Comenity Bank President
 
       
 
Comenity Servicing LLC
 
       
 
By:
/s/ Tammy McConnaughey
 
 
Name:
Tammy McConnaughey
 
 
Title:
EVP, Chief Credit Risk and
 
   
Operations Officer
 

2

EXHIBIT A
 
SECTION I: SERVICES AND PERFORMANCE STANDARDS APPLICABLE TO ALL COMENITY BANK PRODUCTS
 

1.
Deletions.  Set forth below are Performance Standards which shall be deleted from Appendix A to the Agreement.
 
Service
Performance Standard
Measuring
Period
Deleted
BSA/AML
    Support day-to-day functions of the Compliance function in the areas of BSA/AML/OFAC, to ensure all regulatory requirements are met.
   Initiate review of Watch List Filtering, Suspicious Activity Monitoring, and OFAC alerts.
  Support reporting for senior Bank management, committees and boards as requested.
     Analyze account and customer activity to determine if Currency Transaction Reports (CTRs) are warranted.
    Prepare and support CTRs reporting to senior bank management, committees and boards.
 
File currency transaction reports within regulatory requirements or applicable policy or procedural timing requirements.
M
Deleted
Report 100% of matches to FinCEN within the reporting deadline stated in the information request.
M
Deleted


3