Exhibit 10.15(c)
AMENDMENT NO. 2
TO
INDENTURE AND SERVICING AGREEMENT
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CREDITRUST FUNDING I 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 March 15, 1999
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CREDITRUST WAREHOUSE NOTES, SERIES 1998-A
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This Amendment No. 2 to Indenture and Servicing Agreement, dated as of
March 15, 1999 (this "Amendment No. 2"), is executed by and among Creditrust
Funding I 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 dated as of September 1, 1998, by and among the Issuer, the
Trustee and Backup Servicer, the Servicer and the Note Insurer, as amended by
Amendment No. 1 to Indenture and Servicing Agreement dated as of February 16,
1999, by and among the Issuer, the Trustee and Backup Servicer, the Servicer and
the Note Insurer (collectively, the "Indenture"), relating to the Issuer's
variable rate Creditrust Warehouse Notes, Series 1998-A;
WHEREAS, the Issuer desires to increase the aggregate Funding Amounts
available to it within a specified time under the Indenture, and the parties
hereto have agreed to amend the Indenture to increase such aggregate Funding
Amounts; and,
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; AMENDMENT; 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.
SECTION 1.2. Conditions Precedent to Each Funding. SECTION 5.10(c) of the
Indenture is hereby amended to read as follows:
"(c) The Funding Amount shall not be less than the Funding Date
Minimum Amount. After giving effect to such Funding, the Note Balance
shall not exceed the Maximum Facility Amount, and the aggregate Funding
Amounts loaned in the month in which the Funding Date occurs (other
than the month in which the first Funding Date occurs) shall not exceed
$10,000,000."
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 5-1401 of the
General Obligation Law of New York, but otherwise without regard to conflict of
laws provisions.
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.
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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 FUNDING I LLC,
as Issuer
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
CREDITRUST CORPORATION,
as Servicer
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman and
Chief Executive Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual capacity,
but solely as Trustee and as Backup Servicer
By: /s/ Xxxxx x. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Assistant Vice President
ASSET GUARANTY INSURANCE
COMPANY
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Vice President
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