Exhibit 4.2

    

    

    

    

    ELEVENTH AMENDMENT TO

    SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

    

    

    This ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of June 11, 2020 (this “Amendment”) is made among Comenity Bank (formerly known as World Financial Network Bank), a Delaware state chartered bank, as Servicer (the “Servicer”), WFN Credit Company, LLC, a Delaware limited liability company, as Transferor  (the “Transferor”), and MUFG Union Bank, N.A. (successor to The Bank of New York Mellon Trust Company, N.A. (“BNYM”), formerly known as The Bank of New York Trust Company, N.A., successor to BNY Midwest Trust Company), a national banking association, as Trustee (the “Trustee”) of World Financial Network Credit Card Master Trust, to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among the Servicer, the Transferor and the Trustee (as
      amended, the “Pooling Agreement”).  Capitalized terms used and not otherwise defined in this Amendment are used as defined in the Pooling
      Agreement.

    

    

    WHEREAS, the parties hereto are party to the Pooling Agreement and desire to amend the Pooling Agreement in certain respects as set forth
      herein; and

    

    

    NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are
      hereby acknowledged), the parties hereto agree as follows:

    

    

    SECTION 1.  Amendments to the Pooling Agreement.

    

    

    (a)     The definition of “Account” set forth in Section 1.1 of the Pooling Agreement is hereby amended by inserting
      as the last sentence thereof the following:

    

    

    “The term “Account” excludes any Transferred Account that is previously associated with a private label credit card
      account if the Transferred Account is a general purpose credit card account (including any co-branded account with a general purpose charging feature), unless the related co-branded program or general purpose credit card portfolio is an Approved
      Portfolio.”

    

    

    (b)     The definition of “Collections” set forth in Section 1.1 of the Pooling Agreement is
      hereby amended by inserting as the last sentence thereof the following:

    

    

    “Collections shall include the amount of Interchange (if any) allocable to the Accounts in accordance with Section
      5.1(l) of the Receivables Purchase Agreement.”

    

    

    (c)     The definition of “Finance Charge Receivables” set forth in Section 1.1 of the Pooling
      Agreement is hereby amended by inserting as the last sentence thereof the following:

    
      
        	 	 	
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    “The amount of Interchange (if any) allocable to any Series shall be treated as Collections of Finance Charge
      Receivables with respect to such Series.”

    

    

    (d)     The definition of “Transferor Amount” set forth in Section 1.1 of the Pooling Agreement
      is hereby amended and restated in its entirety as follows:

    

    

    “Transferor Amount”
      means, on any date of determination, the result of (a) the aggregate amount of Principal Receivables on such day, plus the principal amount on deposit in the Excess Funding Account on such day, minus (b) the sum of the Invested Amounts (or, as to any
      Series that has an Adjusted Invested Amount, the Adjusted Invested Amount) with respect to all Series (but not of any Supplemental Interests) then outstanding (and of any purchased interest sold pursuant to Section 6.3(b)), plus (c) the principal amount on deposit in the Principal Accounts (as defined in the various Supplements) for each Series and Shared Principal Collections retained in
      the Collection Account pursuant to Section 4.4, in each case to the extent not deducted in calculating an Adjusted Invested Amount for the
      related Series.

    

    

    (e)     Section 1.1 of the Pooling Agreement is hereby amended by inserting the following
      definition therein in appropriate alphabetical order:

    

    

    “Interchange”
      means interchange fees payable to RPA Seller, in its capacity as credit card issuer, through VISA USA, Inc. and MasterCard International Incorporated and any other payment card network.

    

    

    (f)     Section 2.1 of the Pooling Agreement is hereby amended by amending and restating clause
      (i) of subsection (a) thereof in its entirety as follows:

    

    

    “(i) the Receivables existing at the close of business on the Trust Cut Off Date and thereafter
      arising from time to time in the Initial Accounts and the Receivables existing on each applicable Addition Date and thereafter arising from time to time in the Accounts in the Restatement Date Portfolios identified in the Account Schedule delivered
      on August 20, 2001 and the Automatic Additional Accounts, all Recoveries allocable to the Trust as provided herein, all moneys due or to become due and all Collections and other amounts received with respect to, and proceeds of, any of the
      foregoing,”

    

    

    (g)     Section 4.2 of the Pooling Agreement is hereby amended by amending and restating the
      first sentence of the last paragraph thereof as follows:

    

    

    “On any Business Day, the Transferor may direct the Servicer to withdraw funds on deposit in the Excess Funding
      Account in an amount not to exceed the lesser of (i) the amount by which the Transferor Amount exceeds the Specified Transferor Amount on such day and (ii) the amount by which the aggregate amount of Principal Receivables plus amounts on deposit in
      the Excess Funding Account exceeds the Required Principal Balance on such day, and pay such funds to the Transferor.”

    
      
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    (h)     Section 4.3 of the Pooling Agreement is hereby amended by inserting in clause (c) the
      phrase “or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance” immediately following the phrase “Specified Transferor Amount” where it appears therein.

    

    

    (i)     Section 4.4 of the Pooling Agreement is hereby amended and restated in its entirety as
      follows:

    

    

    SECTION 4.4. 
        Shared Principal Collections. On each Business Day, Shared Principal Collections may, at the option of Transferor, be applied (or held in the Collection Account for later application) as principal with respect to any Variable Interest or, so
      long as either no Series is in an Amortization Period or no Series that is in an Amortization Period will have a Principal Shortfall on the related Transfer Date (assuming no Early Amortization Event occurs), withdrawn from the Collection Account and
      paid to Transferor; and on each Transfer Date, (a) Servicer shall allocate Shared Principal Collections not previously so applied or paid to each applicable Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with
      respect to each such Series, and any remainder may, at the option of Transferor, be applied as principal with respect to any Variable Interest and (b) Servicer shall withdraw from the Collection Account and pay to Transferor any amounts representing
      Shared Principal Collections remaining after the allocations and applications referred to in clause (a); provided that, if, on any day the Transferor Amount (determined after giving effect to any transfer of Principal Receivables to the Trust on such day), is less than or equal
      to the Specified Transferor Amount, Servicer shall not distribute to Transferor any Shared Principal Collections that otherwise would be distributed to Transferor, but shall deposit such funds in the Excess Funding Account to the extent required so
      that the Transferor Amount equals the Specified Transferor Amount, provided further that, if on any day the aggregate amount of Principal
      Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance, Servicer shall, at the direction of Transferor, deposit any Shared Principal Collections that otherwise would be distributed to Transferor
      in the Excess Funding Account to the extent required so that the aggregate amount  of Principal Receivables plus amounts on deposit in the Excess Funding Account equals the Required Principal Balance. Notwithstanding the foregoing, during any
      Amortization Period for any Series (other than a Variable Interest), Transferor may not apply Shared Principal Collections as principal with respect to any Variable Interest, unless such application of principal is made on any Transfer Date or
      related Distribution Date after the application of Shared Principal Collections pursuant to the various Supplements.

    
      
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    SECTION 2.  Conditions to Effectiveness. 
      This Amendment shall become effective on the date (the “Effective Date”) upon which (i) each of the parties hereto receive counterparts of this Amendment, duly
      executed and delivered by each of the parties hereto and (ii) each of the conditions precedent described in Section 13.1(a) of the Pooling Agreement are satisfied.

    

    

    SECTION 3.  Effect of Amendment; Ratification.  (a) On and after the Effective Date, this Amendment shall be a part of the Pooling Agreement and each reference in the Pooling Agreement to “this
      Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Pooling Agreement shall mean and be a reference to the Pooling Agreement as amended hereby.

    

    

    (b)     Except as expressly amended hereby, the Pooling Agreement shall remain in full force and effect and is hereby ratified and
      confirmed by the parties hereto.

    

    

    SECTION 4.  Governing Law.  THIS AMENDMENT
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.

    

    

    SECTION 5.  Section Headings.  Headings used
      herein are for convenience of reference only and shall not affect the meaning of this Amendment.

    

    

    SECTION 6.  Counterparts.  This Amendment
      may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery by facsimile or electronic transmission of
      an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.  Each party agrees that this Amendment may be electronically signed, and that any electronic signatures appearing on this Amendment are the
      same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

    

    

    SECTION 7.  Trustee Disclaimer.  Trustee
      shall not be responsible for the validity or sufficiency of this amendment, nor for the recitals contained herein.

    

    

    [Signature Page Follows]

    
      
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    IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of
      the date first above written.

    

    

    WFN CREDIT COMPANY, LLC

    

    

    By: /s/ Michael Blackham

           Name:  Michael Blackham

           Title:  Treasurer

    

    

    

    

    

    

    MUFG UNION BANK, N.A., as Trustee

    

    

    By: /s/ D. Amedeo Morreale

           Name:  D. Amedeo Morreale

           Title:  Vice President

    

    

    

    

    

    

    COMENITY BANK

    

    

    By:  /s/ Gregory Opincar

           Name:  Gregory Opincar

           Title:  Chief Financial Officer

     

    

     

    

     

    

    

    

    
      	 	 	
              Eleventh Amendment to Pooling Agreement