THIRD AMENDMENT TO THE AMENDED AND RESTATED SERVICE AGREEMENT

Exhibit 99.1

THIRD AMENDMENT
TO THE
AMENDED AND RESTATED SERVICE AGREEMENT

THIS THIRD AMENDMENT TO THE AMENDED AND RESTATE SERVICE AGREEMENT, dated as of September 1, 2014, is entered into by and between Comenity Servicing LLC ("Servicer"), a Texas limited liability company with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and Comenity Bank (the "Bank"), a Delaware state bank with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and amends that certain Amended and Restated Service Agreement (the "Agreement"), dated as of June 28, 2013, by and between Servicer and Bank, as amended by that certain First Amendment to the Agreement, dated as of September 9, 2013 (the "First Amendment"), as further amended by that certain Second Amendment to the Agreement, dated as of March 1, 2014 (the "Second Amendment," and the Agreement as amended by the First and Second Amendments, the "Agreement").

WHEREAS, Servicer and the Bank wish to amend the Agreement as set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Servicer and the Bank agree that the Agreement shall be amended as set forth below.

Section 7.1.  Subcontractors.  In performing its obligations under the Agreement, Servicer may engage subcontractors and other third parties (collectively, "Subcontractors"), provided Servicer has done so in compliance with the Bank's vendor due diligence policy.  All Subcontractors shall, as a condition to their engagement, agree to be bound by provisions substantially similar to those included in this Agreement, specifically those relating to Confidential Information and the Bank's and regulators' rights to audit.  Servicer shall not, without first obtaining Bank's written permission, outsource any services (i) involving the release of Personal Information outside of the United States or (ii) to be provided by a Tier 1 Vendor.  Tier 1 Vendor has the meaning given to such term in the Alliance Data Vendor Risk Management Policy, as it may be amended from time to time, and is generally understood to mean a vendor engagement that provides a product or service which is deemed, upon evaluation of appropriate risk factors, to be critical to maintain revenue or provide daily operations necessary for the Bank.  Servicer shall make commercially reasonable efforts to incorporate into any Subcontractor agreement that the Bank has the right to assume Servicer's rights and obligations under such agreement to the extent they relate to the provision of Services under the Agreement.

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Appendix B, Service Standards.  Appendix B of the Agreement shall be removed, superseded and replaced by the Appendix B attached hereto.

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IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their authorized officers as of the day and year first above written.

Comenity Servicing LLC

By:      /s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇

Title:   CIO

Comenity Bank

By:      /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title:   CFO

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The following standards apply to Services provided by Servicer to Bank.

 

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Servicer and Bank will meet as needed to review the service standards.  Based on that review, Bank will use its reasonable business judgment to determine whether (and if so, how) to adjust any components of the service standards.  Such adjustments shall be documented in writing executed by both parties, which writing need not be in the form of a formal amendment to this Agreement.

 

 

Appendix B-3