| 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 30, 2024 | ||||||||
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) 729-4000 | ||||||||
| (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 April 30, 2024, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into the First Addendum to Appendix A (“First Addendum”) to that certain Fifth Amended and Restated Service Agreement, dated as of April 1, 2024 (the “Service Agreement”), by and between Bank and Servicer, which Service Agreement was filed as Exhibit 99.1 of the report on Form 8-K on April 4, 2024. A copy of the First 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 Fifth 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/ Wai Chung
Name: Wai Chung
Title: Treasurer
Dated: May 2, 2024
Exhibit 99.1
FIRST ADDENDUM TO APPENDIX A OF
FIFTH AMENDED AND RESTATED SERVICE AGREEMENT
This First Addendum to Appendix A of that certain Fifth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 30th day of April, 2024, 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, OH 43219.
RECITALS
WHEREAS, Bank and Servicer entered into that certain Fifth Amended and Restated Service Agreement as of April 1, 2024, (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 or 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.
First Addendum to Appendix A of
Fifth 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 McConnaughey
Name: Tammy McConnaughey
Title: EVP, Credit Operations and Credit Risk
First Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
2
EXHIBIT A
SECTION I: SERVICES AND PERFORMANCE STANDARDS APPLICABLE TO ALL COMENITY BANK PRODUCTS
1. Amendments and Additions. Set forth below are additional Performance Standards and revisions to existing Performance Standards and an existing Service Description, 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. • 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, through the following activities (included, but not limited to): • Business Impact Analysis assessments. • Risk assessments. • Development and testing of approved Business Continuity and Disaster Recovery Plans. | N/A | N/A | Amended Service Description | ||||||||
| Establish and approve 97% of Business Continuity plans each calendar year consistent with BCDR standards and report results to Operational Risk Management Committee. | A | Amended | |||||||||
| Establish and approve 97% of Disaster Recovery plans each calendar year consistent with BCDR standards and report results to Operational Risk Management Committee. | A | Amended | |||||||||
| Conduct 95% of Business Continuity plan testing each calendar year consistent with BCDR standards and report results to Operational Risk Management Committee. | A | Amended | |||||||||
| Conduct 95% of Disaster Recovery plan testing each calendar year consistent with BCDR standards and report results to Operational Risk Management Committee. | A | Amended | |||||||||
| Conduct risk assessment each calendar year for 95% of facilities and provide results to Operational Risk Management Committee. | A | Amended | |||||||||
First Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
3
Complaints Management • Complaints Management Governance and Oversight: Provide services and support in establishing procedures, definitions and standards for handling complaints received through all intake channels, and oversee and govern the handling, resolution, monitoring, analysis and reporting of all complaints. • Complaints Handling: Identify, capture, investigate, respond to and document complaints and related risks in system of record in accordance with definitions and requirements of the Bank policies and procedures and regulatory requirements. • Complaint Reporting: 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. | Complete 80% of the Tier 1 and Tier 2 (per program definition) consumer complaints within 15 calendar days. | M | Amended | ||||||||
| Complete 100% of the Tier 1 and Tier 2 (per program definition) consumer complaints within 60 calendar days. | M | Amended | |||||||||
First Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
4
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. • Stability of Integration Hub API’s Supporting Critical Applications. • Implementation of Critical Security Updates/Patches. • Completion of Critical Batches. • Authorizations. • Account maintenance through self-service or Care Center Associate. • 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. • Maintain oversight of critical application performance. • Provide monitoring of IT fixes implemented. • Other IT Quality Services, as requested. | Change Management: 95% of Change Requests completed on-time. | M | Added | ||||||||
| Change Management: 88% of change records are successfully implemented into the production environment. | M | Added | |||||||||
| Service Request Management: 88% of Service Requests completed on-time. | M | Added | |||||||||
| Availability Management: Maintain 99.9% availability of Cloud Device dependent applications. | M | Added | |||||||||
| Application Availability: Maintain 99.95% availability of Critical HIGH applications. | M | Added | |||||||||
| Application Availability: Maintain 99.95% availability of Critical MEDIUM applications. | M | Added | |||||||||
| Application Availability: Maintain 99.85% availability of Critical Low Important applications. | M | Added | |||||||||
| 97% of Severity 1 Root Cause Analyses completed on-time. | M | Added | |||||||||
First Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
5