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)
February 28, 2023
 
World Financial Network Credit Card Master Note Trust
(Exact Name of Issuing Entity as Specified in its Charter)
 
Commission File Numbers of Issuing Entity: 333-208463 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: 333-208463-02 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: 333-208463-01 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)
 
3095 Loyalty Circle, Columbus, Ohio
43219
(Address of Principal Executive Offices of Registrant)
  
(Zip Code)
 
(614) 729-5044
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(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 February 28, 2023, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into (1) the First Amendment (the “First Amendment”) to 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; and (2) the Eighth Addendum to Appendix A (“Addendum”) of the Service Agreement.  A copy of the First Amendment is filed with this Form 8-K as Exhibit 99.1. A copy of the 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
     
Exhibit 99.1
  
First Amendment to Fourth Amended and Restated Service Agreement
     
Exhibit 99.2
  
Eighth 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.


WFN CREDIT COMPANY, LLC as depositor



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

Dated:  March 2, 2023
Exhibit 99.1


FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED SERVICE AGREEMENT

This First Amendment (the “First Amendment”) entered into February 28, 2023 is to the Fourth Amended and Restated Service Agreement dated June 1, 2022, (the “Agreement”),  by and between Comenity Servicing LLC, (“Servicer”) a Texas limited liability company, with its principal place of business at 3095 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, Servicer provides certain services to Bank pursuant to the Agreement;

WHEREAS, Bank and Servicer now desire to amend the Agreement as stated below.

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.     Section 1.1(c) Reporting.  Section 1.1(c) is hereby deleted in its entirety and replaced with a new Section 1.1(c), as follows:

“(c)     Reporting.  On or before the 15th calendar day of each month following the end of a Measuring Period, or the following business day if the 15th calendar day is not a business day (the “Performance Report Deadline”), Servicer will provide Bank with a summary of Servicer’s performance regarding each Performance Standard for the just-ended Measuring Period (each such summary with respect to a particular Performance Standard, a “Performance Standard Report”).  In addition, Servicer shall provide such other reporting as reasonably requested by Bank from time to time.”

2.     Section 1.2 Compensation by Bank for Services. Section 1.2 is hereby deleted in its entirety and replaced with a new Section 1.2, as follows:

“1.2     Compensation by Bank for Services; Financial Penalties.


 (a)
Bank shall pay Servicer for Services provided in accordance with the provisions of Appendix B.  The fee shall become due and payable by Bank not later than the 15th calendar day following the end of the preceding month or the following business day if the 15th calendar day is not a business day.
First Amendment to
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC/Comenity Bank



 (b)
In addition to the fees set forth on Appendix B, if, as reported in the Performance Standard Reports, or in the reasonable business judgement of Bank, Servicer fails to meet (i) any single annual Performance Standard, (ii) any quarterly Performance Standard in any two (2) Measuring Periods within in a rolling 12 month period, or (iii) any monthly Performance Standard (a) in any two consecutive months, (b) three times in any rolling six months, or (c) five times in any rolling twelve months, then the fee to be paid by Bank to Servicer shall be reduced by two percent (2%) for each Performance Standard missed, not to exceed ten percent (10%), for the month following the month in which the triggering failure occurred (the “Following Month”), and that amount, as reduced, shall become the amount which is due and payable by Bank for the Following Month.


(c)
For purposes of calculating the number of Performance Standard failures in a certain Measuring Period, (i) multiple failures traced to a single root cause shall be counted as a single failure, and (ii) beginning May 1, 2023, any Performance Standard for which a Performance Standard Report is not provided by Servicer by the fifth (5th) business day following the applicable Performance Report Deadline shall be deemed to have failed in the Measuring Period for which no Performance Standard Report was provided.”

3.     Effective Date. The Parties agree that the changes set forth in this Amendment shall be effective on March 1, 2023 (the “First Amendment Effective Date”).

4.     Miscellaneous.  Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.  Other than as set forth above, the parties agree that the Agreement, as amended by this Amendment, shall continue in full force and effect. The parties may execute this Amendment 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.


[Signature page follows]
First Amendment to
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC/Comenity Bank



IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their authorized officers effective as set forth above.


Comenity Bank

By: /s/ Baron Schlachter
Name: Baron Schlachter
Title: Comenity Bank President



Comenity Servicing LLC

By:  /s/ Tammy M. McConnaughey
Name: Tammy M. McConnaughey
Title: EVP, Credit Operations and Credit Risk


First Amendment to
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC/Comenity Bank
Exhibit 99.2


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

This Eighth Addendum to Appendix A of that certain Fourth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 28th day of February, 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.


Eighth Addendum to Appendix A of
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank

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 M. McConnaughey
Name: Tammy M. McConnaughey
Title: EVP, Credit Operations and Credit Risk


Eighth Addendum to Appendix A of
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank

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
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
 
 
N/A
N/A
Amended (Service Description)
Maintain 99% or greater of Critical Patches Applied Within 30 Days
M
Amended
No more than 1 Critical defect in production for critical applications per release
 
M
Added
No more than 1 High defect in production for critical applications per release
 
M
Added
No more than 2% of defect fixes required to be re-worked/re-opened per release on critical applications
 
M
Added
Maintain 99.5% availability of critical distributed applications and related infrastructure
 
M
Added

Eighth Addendum to Appendix A of
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
3