SEVENTH ADDENDUM TO APPENDIX A OF FOURTH AMENDED AND RESTATED SERVICE AGREEMENT
Exhibit 99.1
SEVENTH ADDENDUM TO APPENDIX A OF
FOURTH AMENDED AND RESTATED SERVICE AGREEMENT
This Seventh Addendum to Appendix A of that certain Fourth Amended and Restated Service Agreement (the "Addendum") is entered into as of
this 31st day of January, 2023, by and between Comenity Bank (“Bank”), a Delaware state bank, with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Comenity Servicing LLC (“Servicer”), a Texas Limited Liability Company with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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 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, 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.
Seventh Addendum to Appendix A of
Fourth 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Comenity Bank President
Comenity Servicing LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: EVP, Chief Credit Risk and Operations Officer
Seventh Addendum to Appendix A of
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
2
EXHIBIT A
| 1. |
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.
|
|
Service
|
Performance Standard
|
Measuring Period
|
Amended/
Added |
|
Information Technology Servicing/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
• Data/Voice Connectivity Availability
• Implementation of Critical Security Updates/Patches
• Completion of Critical Batches
• Authorizations
• Other IT services as needed
|
99.9% of Authorization System Responsiveness for Co-Brand and uPLCC in 1 Second
|
M
|
Added
|
|
99.9% of Authorization System Responsiveness for PLCC in .5 Second
|
M
|
Added
|
|
|
99.9% of Authorization System Availability for Co-Brand, uPLCC, and PLCC
|
M
|
Added
|
|
|
New Account Processing
• Receive and process applications received via all application channels
• Provide Credit scoring and adjudication in accordance with Bank credit criteria
• Refer application exceptions to appropriate Bank representative
• Establish approved accounts on account processing platform
• Send declined accounts adverse action letters
• Maintain application processing system availability
|
N/A
|
N/A
|
Amended (Service Description)
|
|
Systemically process 97% of approved/declined new account application requests within less than or equal to 15 seconds.
|
M
|
Amended
|
|
|
New Account systemic monthly average response time less than or equal to 1 second.
|
M
|
Amended
|
|
|
Maintain 99.5% availability for New Account systems to process all applications.
|
M
|
Added
|
Seventh Addendum to Appendix A of
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
3
| 2. |
Deletions. Set forth below are Performance Standards which shall be deleted
from Appendix A to the Agreement.
|
|
Service
|
Performance Standard
|
Measuring Period
|
Deleted
|
|
Application Development
• Management and maintenance of processing applications, including new feature development, product enhancements and problem resolution
• Provision of development staff with specialized knowledge of Bank processing applications
|
Maintain 99.5% availability of applications system to process all applications
|
M
|
Deleted (Service Description and Performance Standard)
|
|
Information Technology Servicing/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
• Data/Voice Connectivity Availability
• Implementation of Critical Security Updates/Patches
• Completion of Critical Batches
• Authorizations
• Other IT services as needed
|
Authorizations average response time is less than 3 seconds
|
M
|
Deleted
|
|
Authorization services will be available 99.5% of store hours.
|
M
|
Deleted
|
Seventh Addendum to Appendix A of
Fourth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
4