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)

December 1, 2016
 
World Financial Network Credit Card Master Note Trust
(Exact Name of Issuing Entity as Specified in its Charter)
 
Commission File Numbers of Issuing Entity: 333-166240-01, 333-188583-01, 333-189182-01 and 333-208463
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 Numbers of Issuer of the Collateral Certificate: 333-166240-02, 333-189182-02 and 333-208463-02
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 Numbers of Depositor: 333-166240, 333-188583, 333-189182 and 333-208463-01
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)
 
3100 Easton Square Place, #3108, Columbus, Ohio
43219
(Address of Principal Executive Offices of Registrant)
 
(Zip Code)
 
(614) 729-5044
(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))
 
Item 1.01.   Entry into a Material Definitive Agreement
On December 1, 2016, Comenity Bank (the " Bank "), WFN Credit Company, LLC (the " Transferor ") and MUFG Union Bank, N.A. (" Union Bank "), as trustee (the " Trustee "), entered into the Ninth 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, relating to World Financial Network Credit Card Master Trust (the " Trust ").
Item 8.01.   Other Events.
On December 1, 2016, the Transferor designated to the Trust additional portfolios consisting of all credit card accounts (the " Supplemental Accounts ") from time to time owned by the Bank and included in the Bank's private label credit card programs for each of Restoration Hardware, Crate And Barrel, Trek Bikes, and Little Switzerland and assigned to the Trust receivables in such Supplemental Accounts.  The approximate aggregate amount of the receivables included in the Supplemental Accounts was $328 million as of September 30, 2016.
Item 9.01.   Financial Statements and Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
Exhibit No.
 
Exhibit 4.1
Document Description
 
Ninth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016

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


By: /s/ Michael Blackham
Name: Michael Blackham
Title: Treasurer


Dated:  December 2, 2016



Exhibit 4.1
NINTH AMENDMENT TO
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This NINTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of December 1, 2016 (this " Amendment ") is made among Comenity Bank (formerly known as World Financial Network Bank), a Delaware state chartered bank, as Servicer (the " Servicer "), WFN Credit Company, LLC, a Delaware limited liability company, as Transferor  (the " Transferor "), and MUFG Union Bank, N.A. (successor to The Bank of New York Mellon Trust Company, N.A. (" BNYM "), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company), a national banking association, as Trustee (the " Trustee ") of World Financial Network Credit Card Master Trust, to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among the Servicer, the Transferor and the Trustee (as amended, the " Pooling Agreement ").  Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Pooling Agreement.
WHEREAS, the parties hereto are party to the Pooling Agreement and desire to amend the Pooling Agreement in certain respects as set forth herein;
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:
SECTION 1.    Amendment .  The last sentence of Section 4.2 of the Pooling Agreement is hereby amended and restated in its entirety to read as follows:
"On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Supplement with respect to each such Series), and Servicer shall instruct Trustee to withdraw such amount from the Excess Funding Account on such Transfer Date up to an amount equal to the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and allocate such amount among each such Series as specified in each related Supplement."
SECTION 2.    Conditions to Effectiveness .  This Amendment shall become effective on the date (the " Effective Date ") upon which (i) each of the parties hereto receive counterparts of this Amendment, duly executed and delivered by each of the parties hereto and (ii) each of the conditions precedent described in Section 13.1(a) of the Pooling Agreement are satisfied.
SECTION 3.    Effect of Amendment; Ratification .   (a) On and after the Effective Date, this Amendment shall be a part of the Pooling Agreement and each reference in the Pooling Agreement to "this Agreement" or "hereof," "hereunder" or words of like import, and each reference in any other Transaction Document to the Pooling Agreement shall mean and be a reference to the Pooling Agreement as amended hereby.
(b)   Except as expressly amended hereby, the Pooling Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
 
   
Ninth Amendment to Pooling Agreement (Trust I)
SECTION 4.    Governing Law .  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.
SECTION 5.    Section Headings .  Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.
SECTION 6.    Counterparts .  This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.  Counterparts of this Amendment may be delivered by facsimile or electronic transmission.
SECTION 7.    Trustee Disclaimer .  Trustee shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.
[ Signature Page Follows ]
 
   2
Ninth Amendment to Pooling Agreement (Trust I)
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
WFN CREDIT COMPANY, LLC


By:   /s/ Michael Blackham  
Name:  Michael Blackham
Title:  Treasurer


MUFG UNION BANK, N.A., as Trustee


By:    /s/ Marion Zinowski  
Name:  Marion Zinowski
Title:  Vice President

COMENITY BANK


By:    /s/ Randy J. Redcay  
Name:  Randy J. Redcay
Title:  Chief Financial Officer
 

 

   
Ninth Amendment to Pooling Agreement