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)
August 31, 2022
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)
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3095 Loyalty Circle, Columbus, Ohio
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43219
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(Address of Principal Executive Offices of Registrant)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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N/A
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N/A
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N/A
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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
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On August 31, 2022, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into the Second Addendum to Appendix A (“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 Addendum is filed with this Form 8-K as Exhibit 99.1.
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Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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Exhibit No.
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Document Description
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Second Addendum to Appendix A of Fourth Amended and Restated Service Agreement
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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.
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WFN CREDIT COMPANY, LLC as depositor
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By:
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/s/ Michael Blackham | |
| Name: | Michael Blackham | |
| Title | Treasurer | |
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Dated: September 7, 2022
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Exhibit 99.1
SECOND ADDENDUM TO APPENDIX A OF
FOURTH AMENDED AND RESTATED SERVICE AGREEMENT
This Second Addendum to Appendix A of that certain Fourth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 31st day of August, 2022, 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, Bank and Servicer entered into that certain Fourth Amended and Restated Service Agreement as of June 1, 2022 (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 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.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their authorized officers effective as of the date first written above.
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Comenity Servicing LLC
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By:
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/s/ Tammy McConnaughey
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Name:
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Tammy McConnaughey
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Title:
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EVP, Credit Operations and Credit Risk
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Comenity Bank
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By:
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/s/ Baron Schlachter
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Name:
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Baron Schlachter
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Title:
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President
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EXHIBIT A
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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.
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Service
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Performance Standard
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Measuring
Period
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Amended/
Added
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Vendor Management Services
• Complete Vendor Engagement due diligence reviews and assign tier.
• Complete annual reviews and oversight of vendor engagements as required by policy and procedures.
• Report critical and material vendor incidents as defined by policy and procedures.
• Support regulatory exams and provide documentation as requested by the Banks.
• Responsible for completing FLOD roles and responsibilities as outlined in the Banks Vendor Risk Management Policy.
• Timely completion of KRI / RAM, and other vendor metrics.
• Complete RCSA control testing to ensure identified risks are adequately controlled and risk tolerances are maintained throughout the business process.
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N/A
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N/A
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Amended Service Description
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Notify VRM of any material vendor incidents as defined in the Global Sourcing and Vendor Management procedures once known, within 2 business days.
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M
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Amended
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Completes 90% of required SRM Oversight Tasks within 30 days of the SLA timeframes established in the Supplier Relationship Procedures.
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M
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Added
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Complete 90% of required New Due Diligence SRM tasks within 30 days of the SLA timeframes established in the Supplier Relationship Procedures.
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M
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Added
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Deletions. Set forth below are Performance Standards which shall be deleted from Appendix A to the Agreement.
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Service
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Performance Standard
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Measuring
Period
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Deleted
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Vendor Management Services
• Complete Vendor Engagement due diligence reviews and assign tier.
• Complete annual reviews and oversight of vendor engagements as required by policy and procedures.
• Report critical and material vendor incidents as defined by policy and procedures.
• Support regulatory exams and provide documentation as requested by the Banks.
• Responsible for completing FLOD roles and responsibilities as outlined in the Banks Vendor Risk Management Policy.
• Timely completion of KRI / RAM, and other vendor metrics.
• Complete RCSA control testing to ensure identified risks are adequately controlled and risk tolerances are maintained throughout the business process.
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General Global Sourcing/VRM Requests: Respond to general inquiries within two business days.
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M
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Deleted
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Regulatory Requests: Fulfill all regulatory requests within two business day unless otherwise agreed.
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Ad Hoc
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Deleted
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No less than 90% of the Quarterly and Annual Business Reviews will be completed within 30 days of the timeframes established in the Supplier
Relationship Management Procedures.
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Q
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Deleted
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