EXHIBIT 10.13(e)
[Execution Copy]
AMENDMENT NO. 4
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 February 29, 2000
_____________
CREDITRUST WAREHOUSE NOTES, SERIES 1998-A
___________________
This Amendment No. 4 to Indenture and Servicing Agreement, dated as of
February 29, 2000 (this "Amendment No. 4"), 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, 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 and Amendment No. 3 to Indenture and Servicing
Agreement dated as of December 21, 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. 4 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
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. Amendments to Definitions.
(a) The definition of "Servicing Fee" in the Indenture is
hereby amended to delete the reference to "20%" and substitute
therefor a reference to "35%".
(b) The definition of "Scheduled Termination Date" in the
Indenture is hereby amended in its entirety to read as follows:
"'Scheduled Termination Date' means February 29, 2000."
--------------------------
SECTION 1.3. Note Balance Reduction.
Section 8.01 (o) of the Indenture is hereby amended in its entirety to
read as follows:
"(o) the Note Balance is more than $19,000,000 on the
Payment Date occurring in July, 2000, after application of
payments on the Notes on such date."
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.1. Amendment. This Amendment No. 4 shall only be amended in the
same manner as the Indenture shall be amended.
SECTION 2.2. Entire Agreement; Effect. This Amendment No. 4, 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. 4 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. 4 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. 4 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. 4 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. 4 and shall in no way affect the validity or enforceability of the other
provisions of this Amendment No. 4 or the Notes, or the rights of the
Noteholders. This Amendment No. 4 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.
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SECTION 2.5. Note Insurer. This Amendment No. 4 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. 4 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. 4 does not modify the obligations of the Note Insurer under the
Policy as set forth therein.
SECTION 2.6. Conditions Precedent. This Amendment No. 4 shall become
effective as of February 29, 2000 upon the satisfaction of the following
conditions precedent:
(a) The Note Insurer shall have received fully executed counterparts of
this Amendment No. 4 (which may be by facsimile); and
(b) No event or condition has occurred and is continuing, or would result
from the execution, delivery or performance of this Amendment No. 4, 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. 4, 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).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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[Amendment No. 4 to Indenture - Signature Page]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 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
CONSENT TO AMENDMENT NO. 4
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, 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 and Amendment No. 3 to
Indenture and Servicing Agreement dated as of December 21, 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. 4 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
