EXHIBIT 10.13(d)
(Execution Copy)
AMENDMENT NO. 3
TO
INDENTURE AND SERVICING AGREEMENT
(Warehouse Facility)
_____________
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 December 21, 1999
_____________
CREDITRUST WAREHOUSE NOTES, SERIES 1998-A
___________________
This Amendment No. 3 to Indenture and Servicing Agreement, dated as of
December 21, 1999 (this "Amendment No. 3"), 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,
individually ("Creditrust") and 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 and by Amendment No. 2 to Indenture and Servicing Agreement
dated as of March 15, 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 and the Servicer desire to agree to certain changes in
the Indenture as set forth herein; 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. 3 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. Reduction in Funding Requests. Notwithstanding anything to
the contrary in the Transaction Documents, the Issuer agrees that, absent the
prior written consent of the Controlling Party (which consent may be withheld in
the exercise of the sole and absolute discretion of the Controlling Party) the
Issuer shall not request and the Noteholders shall not fund any Funding (a)
between January 1 and June 30, 2000, unless after giving effect to such Funding,
the Note Balance is less than Twenty-two Million Dollars ($22,000,000); and (b)
after July 1, 2000, unless after giving effect to such Funding the Note Balance
is less than Fifteen Million Dollars ($15,000,000). Additional conditions to
any Funding are that (a) Issuer must
provide reasonable documentary support, in form and substance satisfactory to
the Controlling Party, for the Issuer's representation that the Receivables to
be purchased in connection with such Funding satisfy the requirements of Section
2.04(l) of the Indenture, and that such requirements would be satisfied after
the addition of such Receivables to the Trust Estate, and (b) the Controlling
Party gives written notice to the Noteholders that the Controlling Party is
aware of the request for such Funding and that it has no objection to such
Funding taking place, based upon the conditions to such Funding set forth herein
and in the Transaction Documents (it being understood that the additional
condition set forth in this clause (b) shall not imply that the Controlling
Party makes any representation or warranty whatsoever with respect to the
satisfaction of the conditions to such Funding, nor shall it imply any exercise
of any degree of diligence whatsoever in determining whether or not such
conditions have been satisfied) and the Controlling Party agrees to give such
notice if it has no such objection. The Trustee shall have no responsibility to
determine whether any condition precedent to a Funding has occurred, except to
the extent that a Responsible Officer of the Trustee has knowledge that any such
condition has not been satisfied.
SECTION 1.3. Increase to Reserve Account.
(a) The definition of "Required Reserve Amount" in the Indenture is
hereby amended to read as follows:
"Required Reserve Amount" means $900,000 until (a) the date that is
one Business Day after the payment by the "98-1 Indenture Trustee" of the amount
in the "98-1 Reserve Account" to the "98-1 Issuer" and thereafter the Required
Reserve Amount shall be increased by $1,300,000; and (b) the date that is one
Business Day after payment by the "98-2 Indenture Trustee" of the amount in the
"98-2 Reserve Account" to the "98-2 Issuer" and thereafter the Required Reserve
Amount will be increased by $3,250,000. The terms "98-1 Indenture Trustee,"
"98-1 Reserve Account" and "98-1 Issuer" mean the Trustee, the Reserve Account
and the Issuer, respectively, under the Indenture and Servicing Agreement, dated
as of June 1, 1998 among Creditrust SPV2, LLC, as Issuer, the Trustee, the
Servicer and the Note Insurer. The terms "98-2 Indenture Trustee," "98-2
Reserve Account" and "98-2 Issuer" mean the Trustee, the Reserve Account and the
Issuer, respectively under the Indenture and Servicing Agreement dated as of
December 1, 1998 among Creditrust SPV98-2, LLC as Issuer, the Trustee, the
Servicer and the Note Insurer.
(b) Section 4.05 of the Indenture is hereby amended by amending the
second sentence in Section 4.05(a) to read as follows:
"Not later than the first Funding Date, the Issuer shall deposit
Nine hundred thousand Dollars ($900,000) into the Reserve Account; the Issuer
shall deposit an additional One million three hundred thousand Dollars
($1,300,000) into the Reserve Account not later than one Business Day after the
payment by the "98-1 Indenture Trustee" of the amount in the "98-1 Reserve
Account" to the "98-1 Issuer" (as such terms are defined in the definition of
"Required Reserve Amount."); and the Issuer shall deposit an additional Three
Million Two Hundred Fifty Thousand Dollars ($3,250,000) into the Reserve Account
not later than one Business Day after
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the payment by the "98-2 Indenture Trustee" of the amount in the "98-2 Reserve
Account" to the "98-2 Issuer" (as such terms are defined in the definition of
"Required Reserve Amount".)
SECTION 1.4. Inspection Rights; Successor Servicer.
(a) The Indenture is amended by inserting the following Section 11.11
after the conclusion of Section 11.10 thereof:
"SECTION 11.11 Inspection.
In addition to, and not by way of limitation of, any other rights of
the Controlling Party hereunder or under the other Transaction Documents,
each of the Issuer and the Servicer shall permit the Controlling Party,
or any representative thereof, at its expense and upon prior written
notice to the Issuer or Servicer (as the case may be), to visit and
inspect any of the properties of the Issuer or the Servicer (as the case
may be), to examine all of its books of account, records, reports, and
other papers, to make copies and extracts therefrom and to discuss its
affairs, finances (including liquidity position) and accounts with its
officers, employees, and independent public accountants (and by this
provision each of the Issuer and the Servicer authorizes said accountants
to discuss the finances and affairs of the Issuer or the Servicer), all
at such reasonable times and as often as may be reasonably requested.
All information obtained by the Controlling Party, or its representative,
whether pursuant to this Section 11.11 or otherwise, shall be maintained
by the Controlling Party, or its representative, as applicable, in
confidence and shall not be disclosed to any other Person (other than any
agents, consultants, attorneys or accountants of such Person, any
assignee or participant or potential assignee or participant of such
Person, any rating agency rating the Notes or the indebtedness, claims
paying ability or financial strength of such Person, or any reinsurer or
potential reinsurer of such Person), unless such disclosure is ordered by
a court of applicable jurisdiction."
By executing this Amendment No. 3 below, Creditrust, in its individual capacity,
agrees that in the event it is no longer the Servicer, but only until one year
and one day after the Note Balance has been paid in full, the foregoing Section
11.11 shall apply with equal force to Creditrust in its individual capacity as
if it were the "Servicer" as set forth in the foregoing Section 11.11.
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(b) SECTIONS 8.02 and 8.03 of the Indenture are hereby amended in
their entirety to read as follows:
"SECTION 8.02 Consequences of a Servicer Default; Other Termination of
Servicing.
(a) If a Servicer Default shall occur and be continuing, so long as
such Servicer Default has not been cured or waived pursuant to Section
8.05, the Trustee shall, upon the direction of the Controlling Party, and
may (with the written consent of the Controlling Party), at its
discretion, by notice then given in writing to the Servicer and the Note
Insurer (a "Servicing Termination Notice") terminate all (but not less
than all) of the rights and obligations of the Servicer, as Servicer
under this Agreement and the other Transaction Documents, and in and to
the Receivables and proceeds thereof. In addition, the rights and
obligations of the Servicer shall automatically terminate upon the last
day of each calendar month, unless the Servicer is appointed in writing
by the Controlling Party for the successive monthly period. On or after
the receipt by the Servicer of a Servicing Termination Notice, or, if
earlier, upon the automatic termination of the rights and obligations of
the Servicer in accordance with the terms of the next preceding sentence,
all authority and power of the Servicer under this Agreement, whether
with respect to the Notes, the Receivables, the Transaction Documents or
otherwise, shall, without further action, pass to and be vested in the
Backup Servicer pursuant to and under this Section or such Successor
Servicer as may be appointed under Section 8.03; and, without limitation,
the Backup Servicer or such Successor Servicer shall be hereby authorized
and empowered to execute and deliver, on behalf of the predecessor
Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the
Receivables and related documents, or otherwise. The predecessor
Servicer shall cooperate with the Backup Servicer or the Successor
Servicer, as applicable, in effecting the termination of the
responsibilities and rights of the predecessor Servicer under this
Agreement, including, without limitation, the transfer to the Backup
Servicer or the Successor Servicer, as applicable, for administration by
it of all cash amounts that shall at the time be held by the predecessor
Servicer for deposit with respect to the Receivables, or have been
deposited by the predecessor Servicer in the Accounts with respect to the
Receivables or thereafter received by the predecessor Servicer with
respect to the Receivables. All reasonable costs and expenses (including
attorneys' fees) incurred in connection with transferring the Receivable
Files to the Backup Servicer or the Successor Servicer, as applicable,
and amending this Agreement to reflect such succession as Servicer
pursuant to this Section shall be paid first, pursuant to Section
4.04(b)(ii), and second, by the predecessor Servicer upon presentation of
reasonable documentation for such costs and
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expenses; provided, however, that the amount of such costs and expenses
shall not exceed $75,000 (the amount of such costs and expenses are
referred to herein as the "Transition Fees").
(b) In addition to the provisions set forth in clause (a) above, and
not by way of limitation of any remedies to which any of the Trustee, the
Note Insurer or the Noteholders are entitled upon the occurrence of a
Servicer Default, the Issuer and the Servicer acknowledge and agree that,
so long as a Servicer Default shall occur and be continuing, and such
Servicer Default has not been cured or waived pursuant to Section 8.05,
or, if earlier, upon the automatic termination of the rights and
obligations of the Servicer in accordance with the terms of clause (a)
above, the Trustee shall, upon the direction of the Controlling Party and
may (with the written consent of the Controlling Party), at its
discretion, by notice then given in writing to the Servicer and the Note
Insurer, direct the Servicer (or Backup Servicer or Successor Servicer as
the case may be) to (x) deposit all checks and other items of collections
received in respect of Receivables directly into an Account immediately
upon receipt, and/or (y) instruct each Obligor to remit all collections
in respect of receivables directly to an Account designated for such
purpose.
Section 8.03 Backup Servicer to Act; Appointment of Successor Servicer.
On and after the time the Servicer receives a Servicing Termination
Notice pursuant to Section 8.02 or tenders its resignation pursuant to
Section 7.05, or, if earlier, on and after the automatic termination of
the rights and obligations of the Servicer in accordance with the terms
of Section 8.02(a) above, the Backup Servicer shall, by an instrument in
writing, assume the rights and responsibilities of the Servicer in its
capacity as Servicer under this Agreement and the Insurance Agreement and
the transactions set forth or provided for in this Agreement and the
Insurance Agreement, and shall be subject to all the responsibilities,
restrictions, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions of this Agreement and the Insurance
Agreement; provided, however, that the Backup Servicer shall not be
liable for any acts, omissions or obligations of the Servicer prior to
such succession or for any breach by the Servicer of any of its
representations and warranties contained in this Agreement, in the
Insurance Agreement or in any related Transaction Document. As
compensation therefor, the Backup Servicer shall be entitled to such
compensation (whether payable out of the Collection Account or otherwise)
as the Servicer would have been entitled to under this Agreement, plus
any additional amounts determined in the manner set forth below, if no
such notice of termination or resignation had been given.
Notwithstanding anything herein to the contrary, Norwest Bank Minnesota,
National Association shall not resign from the obligations and duties
imposed
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on it as Backup Servicer under this Agreement except upon determination
that the performance of its duties under this Agreement shall no longer
be permissible under applicable law. Notice of any such determination
permitting the resignation of Norwest Bank Minnesota, National
Association shall be communicated to the Trustee, the Noteholders, the
Note Insurer, and the Rating Agency at the earliest practicable time and
any such determination shall be evidenced by an Opinion of Counsel to
such effect delivered to the Trustee and the Noteholders concurrently
with or promptly after such notice. In the event the Backup Servicer is
unable or unwilling so to act, it shall appoint or petition a court of
competent jurisdiction to appoint any established institution having a
net worth of not less than $50,000,000 and whose regular business
includes the servicing of consumer receivables as a successor servicer.
In connection with such appointment and assumption, or the assumption by
the Backup Servicer of the status of Successor Servicer, the Backup
Servicer may make such arrangements for the compensation of such
Successor Servicer (including itself) out of payments on or in respect of
the Receivables as provided in the second sentence following this
sentence. Any Successor Servicer appointed pursuant to this Section 8.03
must have, and must certify that it has, the experience and ability to
service the Receivables in accordance with the obligations of the
Servicer hereunder, and the ability to make the same relevant
representations regarding the servicing of the Receivables as the
Servicer makes hereunder, including being Year 2000 Compliant. The
Successor Servicer shall be entitled to compensation equal to the greater
of (A) the Servicing Fee and (B) the current "market rate" paid for
servicing receivables similar to the Receivables which rate shall be
determined by averaging bids obtained from not less than three entities
experienced in the servicing of receivables similar to the Receivables
and that are not Affiliates of the Trustee, the Backup Servicer, the
Servicer or the Issuer or the Note Insurer and are reasonably acceptable
to the Note Insurer; provided however, that no such compensation shall be
in excess of an amount acceptable to the Controlling Party and the Rating
Agency and provided that if the Successor Servicer is an Affiliate of the
Trustee, such fees will not exceed the greater of the Servicing Fee or
the lowest of the three bids obtained as provided in this sentence. The
Backup Servicer and such Successor Servicer shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any
such succession. The Backup Servicer shall not be relieved of its duties
as Successor Servicer under this Section until the newly appointed
Successor Servicer shall have assumed the responsibilities and
obligations of the Servicer under this Agreement."
(c) Section 9.01(c) of the Indenture is hereby amended to read as follows:
(i) (A) prior to the occurrence of a Servicer Default actually known
to a Responsible Officer of the Trustee, if any, and after the
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curing or waiving of all such Servicer Defaults that may have
occurred, or (B) prior to the occurrence of the automatic termination
of the rights and obligations of the Servicer pursuant to Section
8.02, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, no
implied rights or obligations shall be read into this Agreement
against the Trustee, the permissive right of the Trustee to do things
enumerated in this Agreement shall not be construed as a duty and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;
(d) Section 9.04(a) of the Indenture is hereby amended to read as follows:
(v) (A) prior to the occurrence of a Servicer Default (actually
known to a Responsible Officer of the Trustee), if any, and after the
curing or waiving of all Servicer Defaults that may have occurred, or
(B) prior to the occurrence of the automatic termination of the rights
and obligations of the Servicer pursuant to Section 8.02, the Trustee
shall not be bound to make any investigation into the facts of matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by the Note Insurer
or the Noteholders evidencing not less than 25% of the Voting
Interests; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such cost, expense or liability as a
condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Issuer or, if paid by the Trustee,
shall be reimbursed by the Issuer upon demand; and nothing in this
clause shall derogate from the obligation of the Servicer to observe
any applicable law prohibiting disclosure of information regarding the
Obligors; and
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SECTION 1.5. Sales and Prepayments.
The Indenture is amended by designating Section 10.05 as Section 10.05(a),
and by adding the following as Section 10.05(b):
"(b) The Issuer shall also have the option to partially prepay
the Note Balance on any Business Day which is the last day of a Note
Rate Period, and to obtain a release of the Trustee's security
interest from certain Receivables, in connection with sales from time
to time of such Receivables (the "Sold Receivables"), which sale must
satisfy only the following requirements, notwithstanding anything to
the contrary in the Transaction Documents:
(i) the Controlling Party has given its prior written
consent (which consent shall be based upon its investigation of the
facts and circumstances relating to such sale, which the Servicer and
the Issuer agree to facilitate by way of production of any information
relating to such sale reasonably requested by the Controlling Party,
including without limitation any and all information distributed to
prospective purchasers of such Sold Receivables, the sales price paid
by Creditrust for such Receivables and the identity of such
prospective purchasers, and shall not be unreasonably withheld) to the
terms and conditions of such sale, including but not limited to the
purchase price paid by the purchaser of such Receivables (which amount
shall be deemed to be the Minimum Repayment Amount for the Sold
Receivables, but such amount shall not be deemed to be a Minimum
Repayment Amount for purposes of the definition of Interest Only
Payment Date);
(ii) the Issuer pays to the Note Payment Account pursuant
to Section 4.03 a Prepayment Amount which is not less than the Minimum
Repayment Amount for the Sold Receivables to be released pursuant to
this Section 10.05(b).
The election of the Issuer to partially prepay the Notes pursuant to
this Section 10.05(b) shall be evidenced by delivery to the Trustee
and the Noteholders and the Note Insurer no later than three Business
Days preceding the date on which such prepayment will be effected of
an Officer's Certificate of the Issuer stating the Issuer's intention
to partially prepay the Notes pursuant to this Section 10.05(b),
specifying the Minimum Repayment Amount for the Sold Receivables and
the portion payable to each Noteholder, and identifying the Sold
Receivables and identifying the purchaser
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of the Sold Receivables. No prepayment premium or penalty is payable
with respect to any such prepayment.
The Trustee shall not have any duty or obligation to monitor the
requirements related to the sale or transfer of the Sold Receivables
and the release of the security interest related thereto and shall
have no liability to any party with regard to such sale, transfer or
release."
SECTION 1.6. Note Balance Reduction.
Section 8.01 of the Indenture is amended by adding the following:
"(o) the Note Balance is more than the following amounts on
the Payment Dates in the following months, after application of
payments on the Notes on such dates: April, 2000: $22,000,000; and
July, 2000: $15,000,000."
SECTION 1.7. Concentration Limit Report.
Section 3.06 of the Indenture is amended by adding the following:
"(c) By the 15th day of each month, beginning January 15,
2000, the Servicer shall deliver to the Trustee and the Note Insurer a
report executed by a Responsible Officer of the Servicer which shall
provide information regarding the Issuer's compliance with the
requirements set forth in Section 2.04(l) (iii) through (x) of the
Indenture, together with such documentary support for such information
as the Servicer is able to reasonably provide."
SECTION 1.8. 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. 3, written notification of the substance of
this Amendment No. 3 and the Consent to each of the Noteholders.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.1. Amendment. This Amendment No. 3 shall only be amended in the
same manner as the Indenture shall be amended.
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SECTION 2.2. Entire Agreement; Effect. This Amendment No. 3, 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. 3 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. 3 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. 3 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. 3 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. 3 and shall in no way affect the validity or enforceability of the other
provisions of this Amendment No. 3 or the Notes, or the rights of the
Noteholders. This Amendment No. 3 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. 3 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. 3 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. 3 does not modify the obligations of the Note Insurer under the
Policy as set forth therein.
SECTION 2.6. Conditions Precedent. This Amendment No. 3 shall become
effective as of December 21, 1999 upon the satisfaction of the following
conditions precedent:
(a) The Note Insurer shall have received:
(i) fully executed counterparts of this Amendment No. 3 (which may be
by facsimile); and
(ii) a favorable supplemental opinion of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx
LLP, special counsel to the Issuer and the Servicer, covering the
validity, legality and enforceability of this Amendment No. 3 and
certain bankruptcy-remoteness matters, all in form and substance
reasonably satisfactory to the Note Insurer and the Note
Insurer's counsel; and
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(b) No event or condition has occurred and is continuing, or would result
from the execution, delivery or performance of this Amendment No. 3, that would
constitute an Event of Default or a Servicer Default.
SECTION 2.7. Representations, Warranties and Covenants. Upon the
effectiveness of this Amendment No. 3, each of the Issuer and the Servicer
hereby remakes and reaffirms all covenants, representations and warranties made
by it in the Indenture (except, in each case, to the extent that such covenants,
representations or warranties expressly speak as to another date).
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly
executed by their respective officers as of the day and year first above
written.
CREDITRUST FUNDING I LLC,
as Issuer
By: _______________________________
Xxxxxx X. Xxxxxx
President
CREDITRUST CORPORATION,
as Servicer
By: _______________________________
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: _______________________________
Xxxxx X. Xxxxx
Corporate Trust Officer
ASSET GUARANTY INSURANCE
COMPANY
By: _______________________________
Xxxxxx X. Xxxxxxx
Senior Vice President
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CONSENT TO AMENDMENT NO. 3
The undersigned is a Noteholder under a certain Indenture and Servicing
Agreement dated as of September 1, 1998, 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"), 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 and by Amendment No. 2 to Indenture and Servicing
Agreement dated as of March 15, 1999, by and among the Issuer, the Trustee and
Backup Servicer, the Servicer and the Note Insurer (collectively, the
"Indenture"). 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. 3 to the Indenture, a copy
of which is attached to this Consent.
BANCO SANTANDER, S.A.,
New York Branch
By:__________________________________
Xxxx Xxxxxxxx
Manager of Asset Backed Finance
By:__________________________________
Xxxxxx X. Xxxxxxxx
Vice President
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