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)
November 1, 2019
 
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, 333-189182-01 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, 333-189182 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)
 
3075 Loyalty Circle, 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))

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 a Material Definitive Agreement
Comenity Bank and Comenity Servicing LLC entered into (1) First Addendum to Appendix A of Third Amended and Restated Service Agreement on September 19, 2019 and (2) Second Addendum to Appendix A of Third Amended and Restated Service Agreement on October 16, 2019, each of which is an addendum to the Third Amended and Restated Service Agreement, by and between Comenity Bank and Comenity Servicing LLC, which was filed pursuant to Form 8-K on April 23, 2019.  A copy of First Addendum to Appendix A of Third Amended and Restated Service Agreement is filed with this Form 8-K as Exhibit 99.1 and a copy of Second Addendum to Appendix A of Third Amended and Restated Service Agreement 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
 
Exhibit 99.1
First Addendum to Appendix A of Third Amended and Restated Service Agreement
Exhibit 99.2
Second Addendum to Appendix A of Third 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.

WFN CREDIT COMPANY, LLC as depositor


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


Dated:  November 1, 2019

Exhibit 99.1

FIRST ADDENDUM TO
APPENDIX A OF
THIRD AMENDED AND RESTATED SERVICE AGREEMENT

This First Addendum to Appendix A of that certain Third Amended and Restated Service Agreement (the "Addendum") is entered into as of this 19th day of September, 2019, by and between Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3075 Loyalty Circle, Columbus, OH 43219 and Comenity Bank (“Bank”), a Delaware state bank with its principal place of business at One Righter Parkway, Suite 100, Wilmington, DE 19803.

RECITALS

WHEREAS, Bank and Servicer entered into that certain Third Amended and Restated Service Agreement as of April 23, 2019 (the “Agreement”) to outsource certain data processing activities and certain other administrative and servicing functions; 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, added, or deleted in as set forth in further detail in Exhibit A hereto.

2. Effective Date:  The amendments, additions, and 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.


First Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
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 Servicing LLC


By:  /s/ Sallie Komitor
Name:  Sallie Komitor
Title: President, Chief Services Officer


Comenity Bank


By:  /s/ John Marion
Name:  John Marion
Title:  President

First Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
2
EXHIBIT A

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
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.
1st Level Watch List Filtering (WLF) Alerts:
• Initiate action on 100% of Watch List Filtering Alerts within 21 calendar days of alert generation.
• Confirmation that ADS India initiated action on all WLF Alerts within 21 calendar days of alert generation.
M
Amended
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.

Report quarterly Disaster Recovery Planning and testing results.




Q
Amended
Conduct Business Impact Analysis (BIA) assessment within 12 months of the last assessment for 95% of business processes.
A
Amended
Conduct risk assessment within 12 months of the last assessment for 95% of facilities.
A
Amended
Establish and approve 95% of business unit and technology recovery plans within 12 months of the last approval consistent with BCDR standards.
Q
Amended



First Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
3
Service
Performance Standard
Measuring Period
Amended/
Added
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 Provide 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 95% of business unit plan and recovery plan testing consistent with BCDR standards.
Q
Amended
Collections
• Manage collection of overdue accounts from initial delinquency through charge-off
• Manage special account processing including bankruptcy, deceased & fraud
• Manage collection exceptions, including but not limited to settlement offers
• Manage collection agencies and law firms retained to collect overdue accounts
• Manage sales of accounts to debt buyers
Provide account level details to Bank on accounts to be sold as part of the debt-sales program.
M
Amended
Complaints Management
• Identify, capture, respond to and document complaints in system of record in accordance with definitions and requirements of the Bank policies and procedures.
• Other complaint management services, as requested.
Servicer's quality review for Tier 3 written complaints will maintain an accuracy rate of 90% or higher. Quality management audits should consist of a minimum average of 5 customer complaint interactions per associate each month. These reviews can consist of call listening, full process reviews or targeted testing. If accuracy rate falls below 90% any given month an explanation is required. If accuracy falls below 90% for three consecutive months an action plan must be provided to the Bank for improvement.
M
Amended


First Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
4
Service
Performance Standard
Measuring Period
Amended/
Added
Contract Commitment Oversight
• Holistic measurement of reputational risk, financial impact and high value brand performance of Banks Brand Partners.
Brand SLA failures shall not enable a contractual breach that enables a termination right.
M
Added
Brand SLA achievement in line with Risk appetite measures not less than 95% achievement in a given month
 
M
Added
Brand SLA failures shall not occur on more than one Tier A brand in a given month, on the same brand for consecutive months nor shall failures occur on any Tier A brands across three consecutive months.
 
M
Added
Human Resources
• Assist in the recruiting, training, management of staff as well as the management of benefits available to Bank associates.
Recruitment average time to fill are as follows:
• Professional positions filled ≤ an average time to fill of 60 days.
• Volume positions filled ≥ a 90% class fill rates.
• Global positions filled  ≤ an average time to start of 150 days
M
Amended
Information Security Support
• Provide technologies and manage network and application access to protect client/customer data while assuring privacy and regulatory compliance.
Meet or exceed established threshold (>=98%) for granting approved user access requests within 10 business days of approval.
M
Amended
Meet or exceed established threshold (>=98%) for completing password resets for non-SSO applications within 3 business days.
M
Amended
Meet or exceed established threshold (>=98%) for removing access due to terminations within 10 business days.
M
Amended
Complete network access removal due to terminations within 10 business days.
M
Amended


2.
Deletions.  Set forth below are Performance Standards which shall be deleted from Appendix A to the Agreement.
Service
Performance Standard
Measuring Period
Deleted
     
Deleted
   
Deleted
   
Deleted




First Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
5
Exhibit 99.2

SECOND ADDENDUM TO
APPENDIX A OF
THIRD AMENDED AND RESTATED SERVICE AGREEMENT

This Second Addendum to Appendix A of that certain Third Amended and Restated Service Agreement (the "Addendum") is entered into as of this 16th day of October, 2019, by and between Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3075 Loyalty Circle, Columbus, OH 43219 and Comenity Bank (“Bank”), a Delaware state bank with its principal place of business at One Righter Parkway, Suite 100, Wilmington, DE 19803.

RECITALS

WHEREAS, Bank and Servicer entered into that certain Third Amended and Restated Service Agreement as of April 23, 2019 (the “Agreement”) to outsource certain data processing activities and certain other administrative and servicing functions; 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, added, or deleted in as set forth in further detail in Exhibit A hereto.

2. Effective Date:  The amendments, additions, and 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.


Second Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
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 Servicing LLC


By:  /s/ Sallie Komitor
Name:  Sallie Komitor
Title: President, Chief Services Officer
 


Comenity Bank


By:  /s/ John Marion
Name:  John Marion
Title:  President

Second Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
2
EXHIBIT A

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
Complaints Management
•   Identify, capture, respond to and document complaints in system of record in accordance with definitions and requirements of the Bank policies and procedures.
•    Other complaint management services, as requested.
Servicer to provide an action plan on newly identified complaint reduction initiatives and/or updates on actions taken and progress made on existing initiatives, no less than once a month. This will be done via a monthly meeting between reduction initiative owners within the FLOD, and other key stakeholders as appropriate.
M
Amended
Servicer will maintain a first case resolution percentage of 83% for all Tier 3 complaints. First case resolution will be defined for complaints as no additional complaint opened within 30 days.
M
Amended

2.
Deletions.  Set forth below are Performance Standards which shall be deleted from Appendix A to the Agreement.
Service
Performance Standard
Measuring Period
Deleted
Complaints Management
•    Identify, capture, respond to and document complaints in system of record in accordance with definitions and requirements of the Bank policies and procedures.
•    Other complaint management services, as requested.
Servicer will provide updated action plans, within 30 days of identified miss, for identified complaint risk referrals that exceed the established tolerance level. 
Ad-hoc
Deleted
Fraud
•    Provide Fraud services and platform to prevent, detect, mitigate and investigate fraud on cardholders’ accounts, which includes transaction monitoring, strategy design and analysis, fraud loss reporting, customer fraud claim resolution, and document retention to comply with applicable laws and regulations.
•    Create and monitor alerts, develop strategies, and perform other necessary functions in order to detect, mitigate, and prevent card and fraud on our accounts.
Service 80% of inbound fraud calls within 25 seconds or less.
M
Deleted
Review and respond to written documentation requests for deposit fraud activity within 20 calendar days of receiving correspondence
M
Deleted
Notify all applicants of action taken within 25 calendar days of receiving a completed deposit fraud evaluation.
M
Deleted


Second Addendum to Service Agreement
Comenity Bank/Comenity Servicing LLC
3