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)
April 28, 2020
 
World Financial Network Credit Card Master Note Trust
(Exact Name of Issuing Entity as Specified in its Charter)
 
Commission File Numbers of Issuing Entity: 333-189182-01, 333-208463 and 333-230197-02
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 Numbers of Issuer of the Collateral Certificate: 333-189182-02, 333-208463-02 and 333-230197-01
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 Numbers of Depositor: 333-189182, 333-208463-01 and 333-230197
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

On April 28, 2020, Comenity Bank (the “Bank”) and Comenity Servicing LLC (“Servicing”) entered into that certain First Addendum (the “Addendum”) to Appendix A of that certain Third Amended and Restated Service Agreement, dated as of April 23, 2019 (as amended, the “Service Agreement”), by and between the Bank and Servicing, which Service Agreement was filed as Exhibit 99.1 of the current report on Form 8-K on April 23, 2019.  A copy of the Addendum is filed with this Form 8-K as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

Exhibit No.
 
Document Description
     
 
First 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:  May 4, 2020



Exhibit 99.1

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

This First Addendum to Appendix A of that certain Third Amended and Restated Service Agreement, as Amended (the "Addendum") is entered into as of this 28th day of April, 2020, 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, as amended on February 20, 2020 (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 Appendix 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 Appendix A of Third Amended
and Restated Service Agreement, as Amended
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/ Julie Fire
Name:  Julie Fire
Title: Vice President, Delivery



Comenity Bank

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



First Addendum to Appendix A of Third Amended
and Restated Service Agreement, as Amended
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
Business Continuity and Disaster Recovery Services
• Assist management in planning for a shut down or disruption in business.
Establish and approve 95% of Business Continuity and Disaster Recovery within 12 months of the last approval consistent with BCDR standards and report quarterly results.
Q
Amended


First Addendum to Appendix A of Third Amended
and Restated Service Agreement, as Amended
Comenity Bank/Comenity Servicing LLC
3

Service
Performance Standard
Measuring Period
Amended/
Added
• 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 95% of Business Continuity and Disaster Recovery plan testing consistent with BCDR standards and report quarterly results.
Q
Amended


First Addendum to Appendix A of Third Amended
and Restated Service Agreement, as Amended
Comenity Bank/Comenity Servicing LLC
4

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.
• Support day-to-day functions of the Complaints Management function for Tier 2 in the areas of investigation, response, and risk identification to ensure all regulatory requirements are met.
• Initiate quality assurance monitoring of complaints for Tier 1 & 2 activities and provide feedback through monitoring forms and direct communication and to ensure remediation verification.
• Complete Intake complaints management functions not completed by automation. Prepare Complaints Management reporting on all Tiers of complaint data. Complete qualitative review of complaints through data mining to determine root causes driving complaints and assist in solutioning for reduction in complaints.
• Other complaint management services, as requested.
 
Servicer to provide complaint reporting, focused on key business and/or focus areas, on at least a monthly basis to both FLOD and SLOD stakeholders
M
Amended
Contract Commitment Oversight
Holistic measurement of reputational risk, financial impact and high value brand performance of Banks Brand Partners.
 
Brand SLA achievement not less than 95% achievement in a given month.
M
Amended
Information Technology Services/Outsourcing
• Provide Information Technology platform and services, including outsourcing of Information Technology platform and services.
• Provide network and telecommunications access.
 
Complete 98% of critical batches within 24 hours of required completion time
M
Amended


First Addendum to Appendix A of Third Amended
and Restated Service Agreement, as Amended
Comenity Bank/Comenity Servicing LLC
5


2.
Deletions.  Set forth below are Performance Standards which shall be deleted from 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 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.
 
Report quarterly Disaster Recovery Planning and testing results.
Q
Deleted



First Addendum to Appendix A of Third Amended
and Restated Service Agreement, as Amended
Comenity Bank/Comenity Servicing LLC
6