EXHIBIT 10.8(b)
SECOND AMENDMENT
TO THE TRANSFER AND SERVICING AGREEMENT
This Second Amendment to the Transfer and Servicing Agreement
("AMENDMENT") is executed as of this 28th day of December, 2000, by and among
COMPUCREDIT FUNDING CORP., a Nevada corporation, as Transferor, COMPUCREDIT
CORPORATION, a Georgia corporation, as Servicer, COMPUCREDIT CREDIT CARD MASTER
NOTE BUSINESS TRUST, a Nevada business trust, as Issuer, and THE BANK OF NEW
YORK, a New York banking corporation, as Indenture Trustee.
WITNESSETH:
WHEREAS, the Transferor, the Issuer, the Servicer and the
Indenture Trustee executed the Transfer and Servicing Agreement dated as of July
14, 2000 (as amended, the "AGREEMENT"); and
WHEREAS, the parties hereto have agreed to amend the Agreement
on the terms and conditions hereinafter set forth:
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF THE AGREEMENT. The Agreement is hereby
amended by deleting Schedule II to the Agreement and substituting the Schedule
II attached hereto as EXHIBIT A in its place.
SECTION 2. MISCELLANEOUS
2.1 RATIFICATION. As amended hereby, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Amendment shall be read, taken and construed as one and the same instrument.
2.2 REPRESENTATION AND WARRANTY. Each of the parties hereto
represents and warrants that this Amendment has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect affecting
the enforcement of creditors' rights in general and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).
2.3 GOVERNING LAW; PARTIES; SEVERABILITY. 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, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
Whenever in this Amendment there is reference made to any of the parties
hereto, such reference shall also be a reference to the successors and
assigns of such party, including, without limitation, any
debtor-in-possession or trustee. The provisions of this Amendment shall be
binding upon and shall inure to the benefit of the successors and assigns of
the parties hereto If any one or more of the covenants, agreements,
provisions or terms of this Amendment shall for any reason whatsoever be held
invalid, then such provisions shall be deemed severable from the remaining
provisions of this Amendment and shall in no way affect the validity or
enforceability of the remaining provisions.
2.4 EFFECTIVENESS. This Amendment shall be effective as of the
date first above written.
2.5 COUNTERPARTS. This Amendment may be executed in any number
of counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
2.6 DEFINED TERMS. Capitalized terms used herein shall have
the meanings assigned to such terms in the Agreement.
2
IN WITNESS WHEREOF, the Transferor, the Servicer, the Issuer
and the Indenture Trustee have caused this Amendment to be duly executed by
their respective officers as of the day and year first above written.
COMPUCREDIT FUNDING CORP.,
as Transferor,
By:
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Name: Xxxxxx Xxxxxx
Title: Assistant Secretary
COMPUCREDIT CORPORATION,
as Servicer,
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
COMPUCREDIT CREDIT CARD
MASTER NOTE BUSINESS TRUST,
as Issuer
By: WILMINGTON TRUST FSB,
not in its individual capacity but
solely as Owner Trustee on behalf of
the Issuer,
By:
------------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Indenture Trustee,
By:
------------------------------------------
Name:
Title:
EXHIBIT A
SCHEDULE II
BANK IDENTIFICATION NUMBERS AND BANK NUMBERS
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BANK IDENTIFICATION NUMBERS BANK NUMBERS
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479106 2223
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479107 2224
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433197 2242
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522220 3523
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479106 3526
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479107 3527
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433197 3671
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456419 3674
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