| 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) | ||||||||
| June 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) 729-5044 | ||||||||
| (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 June 30, 2024, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into the Third Addendum to Appendix A (“Third 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 Third 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 | |||||||
Exhibit 99.1 | Third 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: July 2, 2024
Exhibit 99.1
THIRD ADDENDUM TO APPENDIX A OF
FIFTH AMENDED AND RESTATED SERVICE AGREEMENT
This Third Addendum to Appendix A of that certain Fifth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 30th day of June, 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 1st, 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 deleted as set forth in further detail in Exhibit A hereto.
2. Effective Date: The amendments 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.
Third 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
Third Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
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EXHIBIT A
SECTION I: SERVICES AND PERFORMANCE STANDARDS APPLICABLE TO ALL COMENITY BANK PRODUCTS
1. Amendments. Set forth below are revisions to existing Performance Standards, all of which shall be incorporated into Appendix A to the Agreement.
Third Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
3
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. •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. | 98% of Code Modules Released into Production without Defects. | M | Amended | ||||||||
99.99% of Authorization System Availability | M | Amended | |||||||||
Third Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
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• Provide monitoring of IT fixes implemented. • Other IT Quality Services, as requested. | |||||||||||
SECTION I: SERVICES AND PERFORMANCE STANDARDS APPLICABLE TO ALL COMENITY BANK PRODUCTS
2. Deletions. Set forth below are Performance Standards and a Service Description which shall be deleted from Appendix A to the Agreement.
Service | Performance Standard | Measuring Period | Deleted | ||||||||
Source to Settle • Processing of invoices, Purchasing Card/Travel Card approved by SODA, as evidenced by Accounts Payable Month-end Close. • Monitor invoice entries are recorded and posted. • Ensure appropriate visibility into Bank spending prior to payment through eligible contract approvals for purchase orders and requisitions. • Category Management including fiduciary services for major purchases. | N/A | N/A | Delete Service Description | ||||||||
Accounts Payable activity is loaded into the General Ledger within 3 business days of month-end. | M | Deleted | |||||||||
65% of eligible contracts approved for purchase order. | M | Deleted | |||||||||
Provide monthly operational efficiency improvement reporting to Executive Leadership team. | M | Deleted | |||||||||
Third Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
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