8-K

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)
January 1, 2013
World Financial Network Credit Card Master Note Trust (Issuing Entity) World Financial Network Credit Card Master Trust (Issuer of Collateral Certificate) WFN Credit Company, LLC (Depositor/Registrant) Comenity Bank (Sponsor)
(Exact Name of Issuing Entity, Issuer of Collateral Certificate, Depositor/Registrant and Sponsor as Specified in their respective Charters)
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
333-166240, 333-60418,  333-166240-01, 333-113669, 333-166240-02, 333-60418-01	31-1772814
(Commission File Numbers for Registrant and Issuing Entity, respectively)	(Registrants’ I.R.S. Employer Identification Nos. for Registrant)
3100 Easton Square Place, #3108, 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))

Item 6.02.                      Change of Servicer or Trustee.

On January 1, 2013, ADS Alliance Data Systems, Inc. (“ADSI”) assigned all of its right, title, interest to and obligations under the service agreement between ADSI and Comenity Bank (formerly known as World Financial Network Bank and successor in interest by conversion to World Financial Network National Bank, the “Bank”) to Comenity Servicing LLC (“Comenity Servicing”) pursuant to an Assignment and Assumption of the Fourth Amended and Restated Service Agreement, among the Bank, ADSI and Comenity Servicing LLC, a copy of which is filed with this Form 8-K as Exhibit 99.1.

As of January 1, 2013, all of the servicing functions described in the Prospectus dated October 1, 2012 (the “Prospectus”) as being performed by ADSI, as sub-servicer, will be performed by Comenity Servicing LLC.  Comenity Servicing is a limited liability company organized under the laws of the State of Texas.  All of Comenity Servicing’s outstanding common stock is owned by Comenity LLC, which is owned by the Bank’s and ADSI’s ultimate parent, Alliance Data Systems Corporation (NYSE: ADS). 

Although Comenity Servicing is a newly created entity that does not have any independent experience servicing credit card receivables, Comenity Servicing is acquiring substantially all of the personnel and assets of ADSI that ADSI previously used to perform the customer service, billing and collections functions for the Bank.  Therefore, the servicing policies and procedures used to service the receivables owned by World Financial Network Credit Card Master Note Trust (the “Trust”) have not changed from those described in the Prospectus.  As compensation, Comenity Servicing will receive a per-statement fee and will be reimbursed for certain of its expenses. However, these payments are solely the obligation of the Bank and are not payable from assets of the Trust.

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 Assignment and Assumption of the 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/Ronald C. Reed                                                           

Name:  Ronald C. Reed

Title:  Assistant Treasurer

Dated: January 4, 2013

EXHIBIT INDEX

Exhibit No. Document Description

Exhibit 99.1 Assignment and Assumption of the Fourth Amended and Restated Service Agreement

EX-99.1

ASSIGNMENT AND ASSUMPTION OF THE

FOURTH AMENDED AND RESTATED SERVICE AGREEMENT

ThisASSIGNMENT AND ASSUMPTION OF THE FOURTH AMENDED AND RESTATED SERVICE AGREEMENT (“Assumption Agreement”) is made as of January 1, 2013 (the “Effective Date”) by and betweenADS Alliance Data Systems, Inc., a Delaware corporation (the “Assignor”), and Comenity Servicing LLC, a Texas limited liability company (“Assignee”), and Comenity Bank (formerly known as World Financial Network Bank as successor in interest by conversion to World Financial Network National Bank, herein after referred to as “Bank”).

Recitals:

WHEREAS, Assignor and Bank entered into a the Fourth Amended and Restated Service Agreement, dated March 1, 2011 (the “Service Agreement”), for the servicing of certain data processing activities, other administrative and servicing functions for the Bank;

WHEREAS, Assignor desires to sell, assign, transfer, and convey to Assignee the Service Agreement, and Assignee desires by this Assumption Agreement to accept all of the Assignor’s right, title and interest in, to and under the Service Agreement and to assume all of Assignor’s obligations thereunder; and

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

Terms:

1.Assignment of Service Agreement.  Subject to the terms of this Assumption Agreement, the Assignor hereby sells, assigns, transfers, and conveys to the Assignee all of its right, title and interest in, to and under the Service Agreement.

2.Assumption of Assumed Liabilities.  The Assignee hereby assumes all of Assignor’s obligations under the Service Agreement and will discharge such obligations in the ordinary course of business.

3.Bank Policies and Securitization Documents.  Assignee further agrees to provide such services in accordance with the Bank’s policies, including the Bank’s credit card guidelines and any servicing agreement or other document the Bank entered into in connection with a securitization.

4.Further Assurances.  Each party, from time to time after the date hereof, at the request of the other party, and without further consideration, shall execute and deliver such further instruments of transfer and assignment and take such other action as the requesting party may reasonably require to more effectively transfer and assign the Service Agreement to Assignee.

5.Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

6.Severability.  If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

7.Counterparts.  This Agreement may be executed in two or more counterparts (including counterparts in facsimile, portable document file or other electronic format), each of which will be deemed an original but all of which together will constitute one and the same instrument.

[signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Assumption Agreement as of the Effective Date.

Assignor:

ADS Alliance Data Systems, Inc.

By: /s/Melisa A. Miller

Name:   Melisa A. Miller

Title: Executive Vice President

Assignee:

Comenity Servicing LLC

By:  /s/Andrew D. McElvain

Name:  Andrew D. McElvain

Title:  Vice President

Bank hereby acknowledges and accepts the assignment and assumption under the terms of the Assumption Agreement.

Bank:

Comenity Bank

By: /s/John J. Coane

Name: John J. Coane

Title: Vice President and Chief Financial Officer