EXHIBIT 10.15(C)
AMENDMENT NO. 2
TO
INDENTURE AND SERVICING AGREEMENT
_____________
CREDITRUST SPV98-2, LLC,
as Issuer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee and Backup Servicer of the Receivables
and
CREDITRUST CORPORATION,
as Servicer of the Receivables
and
ASSET GUARANTY INSURANCE COMPANY
as Note Insurer
Dated as of June 1, 1999
_____________
CREDITRUST RECEIVABLES-BACKED NOTES, SERIES 1998-2
___________________
This Amendment No. 2 to Indenture and Servicing Agreement, dated as of June
1, 1999 (this "Amendment No. 2), is executed by and among Creditrust SPV98-2,
LLC, as issuer (the "Issuer"), Norwest Bank Minnesota, National Association, as
trustee (in such capacity, the "Trustee"), and as backup servicer (in such
capacity, the "Backup Servicer"), Creditrust Corporation, as servicer (the
"Servicer") and Asset Guaranty Insurance Company, as note insurer (the "Note
Insurer").
RECITALS
WHEREAS, the parties hereto have executed and delivered an Indenture and
Servicing Agreement (the "Indenture") dated as of December 1, 1998, by and among
the Issuer, the Trustee and Backup Servicer, the Servicer and the Note Insurer
in connection with the issuance and sale by the Issuer of the 8.61% Creditrust
Receivables-Backed Notes, Series 1998-2;
WHEREAS, the parties hereto and the Noteholders have agreed that Schedule B
to the Indenture provided for incorrect amounts, and are willing to amend
Schedule B as hereinafter provided;
WHEREAS, the parties hereto have obtained the consent (the "Consent") of
the Noteholders evidencing not less than 66 2/3% of the Voting Interests, and
the Trustee has furnished to the Rating Agency and the Placement Agent written
notification of the substance of this Amendment No. 2 and the Consent.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
each party agrees as follows for the benefit of the other parties and the
Noteholders to the extent provided herein:
ARTICLE I
DEFINITIONS; AMENDMENTS; TRUSTEE COVENANT
SECTION 1.1. Definitions. Any capitalized term used herein but not
defined herein shall have the meaning ascribed to it in the Indenture.
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SECTION 1.2. Schedule B. Schedule B to the Indenture is hereby amended to
read as follows:
SCHEDULE B
Minimum Cumulative Net Proceeds
Quarter Minimum Cumulative
Ending Net Proceeds
------ ------------
Jun-99 9,099,497
Dec-99 19,673,588
Jun-2000 27,729,564
Dec-2000 34,628,059
Jun-2001 41,118,441
Dec-2001 47,069,915
Jun-2002 52,589,158
Dec-2002 56,258,625
Jun-2003 59,053,246
SECTION 1.3. Trustee Covenant. In accordance with Section 11.01(d) of the
Indenture, the Trustee hereby agrees and covenants to furnish, promptly after
the execution of this Amendment No. 2, written notification of the substance of
this Amendment No. 2 and the Consent to each of the Noteholders.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.1. Amendment. This Amendment No. 2 shall only be amended in the
same manner as the Indenture shall be amended.
SECTION 2.2. Entire Agreement; Effect. This Amendment No. 2, together
with the Transaction Documents, is intended by the parties to and does
constitute the entire agreement of the parties with respect to the transaction
contemplated hereunder. This Amendment No. 2 supersedes any and all prior
understandings, and it does not alter, amend or waive any of the terms or
provisions of the Indenture except for those terms or provisions expressly
amended hereby.
SECTION 2.3. Governing Law. This Amendment No. 2 shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties under this Amendment No.2 shall
be determined in accordance with such laws, including Section 5-2402 of the
General Obligation Law of New York, but otherwise without regard to conflict of
laws provisions.
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SECTION 2.4. Severability of Provisions; Counterparts. If any one or more
of the covenants, agreements, provisions or terms of this Amendment No. 2 shall
be for any reason whatsoever held invalid or unenforceable in any jurisdiction,
then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Amendment
No. 2 and shall in no way affect the validity or enforceability of the other
provisions of this Amendment No. 2 or the Notes, or the rights of the
Noteholders. This Amendment No. 2 may be executed simultaneously in any number
of counterparts, each of which shall be deemed to be an original, and all of
which shall constitute but one and the same instrument.
SECTION 2.5. Note Insurer. This Amendment No. 2 is not evidence of any
position by the Note Insurer, affirmative or negative, as to whether action by
the Noteholders, or any other party, is required in addition to the execution of
this Amendment No. 2 by the Note Insurer. No representation is made by the Note
Insurer as to the necessity for or the satisfaction of any additional action or
condition under the Indenture with respect to the amendment thereof. This
Amendment No. 2 does not modify the obligations of Note Insurer under the Policy
as set forth therein.
SECTION 2.6. Effective Date. This Amendment No. 2 shall take effect as of
June 1, 1999.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly
executed by their respective officers as of the day and year first above
written.
CREDITRUST SPV98-2, LLC,
as Issuer
By: _______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
CREDITRUST CORPORATION,
as Servicer
By: _______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and
Chief Executive Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual capacity,
but solely as Trustee and as Backup Servicer
By: _______________________________
▇▇▇▇▇ ▇▇▇▇▇
Corporate Trust Officer
ASSET GUARANTY INSURANCE
COMPANY
By: _______________________________
Vice President
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CONSENT TO AMENDMENT No. 2
The undersigned is a Noteholder under a certain Indenture and Servicing
Agreement (the "Indenture") dated as of December 1, 1998, among Creditrust
SPV98-2, LLC, as issuer (the "Issuer"), Norwest Bank Minnesota, National
Association, as trustee (in such capacity, the "Trustee"), and as backup
servicer (in such capacity, the "Backup Servicer"), Creditrust Corporation, as
servicer (the "Servicer") and Asset Guaranty Insurance Company, as note insurer
(the "Note Insurer"). Any capitalized term used in this Consent without a
definition shall have the meaning set forth in the Indenture.
The undersigned hereby consents to Amendment No. 2 to the Indenture, a copy
of which is attached to this Consent.
METROPOLITAN LIFE INSURANCE COMPANY
By:__________________________________
NATIONAL BANK OF ALASKA
By:__________________________________
ABSF II LLC*
By:__________________________________
*Beneficial owner for ▇▇▇▇ & Co.
