Exhibit 10.10
AMENDMENT NUMBER 4
TO
SERIES 1997-ONE SUPPLEMENT
THIS AMENDMENT NUMBER 4 dated as of October 12, 1998 (this
"AMENDMENT") to the SERIES 1997-ONE SUPPLEMENT, dated as of August 29, 1997 (as
amended prior to the date hereof, the "SERIES 1997-ONE SUPPLEMENT"), is among
CompuCredit Funding Corp., as Transferor, CompuCredit Corporation, as Servicer
and Bankers Trust Company, a New York banking company, as Trustee. The Series
1997-One Supplement supplements that Pooling and Servicing Agreement dated as of
August 29, 1997 (as amended and supplemented, the "POOLING AND SERVICING
AGREEMENT") among the Transferor, the Servicer and the Trustee.
RECITALS
WHEREAS, pursuant to Section 13.01(b) of the Pooling and Servicing
Agreement, the parties to the Series 1997-One Supplement have determined to
amend the Series 1997-One Supplement in certain respects as provided below;
WHEREAS, the Class A Certificateholder and the Class B
Certificateholder are willing to consent to such amendments;
WHEREAS, pursuant to Section 3.3(1) and 3.3(x) of the Certificate
Purchase Agreement, the Agent is willing to consent to such amendments;
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO SECTION 1.01. Section 1.01 of the Series
1997-One Supplement is hereby amended as follows:
(a) The definition of "Aggregate Subordination Percentage" is hereby
deleted in its entirety and the following is substituted therefor:
"AGGREGATE SUBORDINATION PERCENTAGE" shall mean, for any date of
determination, the greater of (a) *[material omitted] or (b) the percentage
equivalent of a fraction, the numerator of which is equal to the sum, for all
FICO Risk Score ranges shown in the table below, of (a) the total amount of
Principal Receivables in the Trust (calculated without taking into account
any Discount Option Receivables) as of the last day of the preceding Monthly
Period for all Accounts with FICO Risk Sores in the range specified in the
left-hand column of the table below, multiplied by (b) the Subordination
Percentage associated with the FICO Risk Score range specified in the
right-hand column of the table below, and the denominator of which is equal
to the total amount of Principal Receivables in the Trust (calculated without
taking into account any Discount Option Receivables) as of the last day of
the preceding Monthly Period.
--------------------------------------------------- ---------------------
FICO Risk Subordination
(*) Percentage
Score Range
--------------------------------------------------- ---------------------
*[material omitted] *[material omitted]
(*) FICO risk score at the time of initial booking of the account
-----------
* Deleted per the Registrant's request for confidential treatment and filed
separately with the Commission pursuant to Rule 406 under the Securities Act
of 1933.
(b) The definition of "Spread Account Cap Percentage" is hereby deleted in
its entirety and the following is substituted therefor:
"SPREAD ACCOUNT CAP PERCENTAGE" shall mean, as of any date of
determination, if the most recent two-month average (calculated as of the
Determination Date immediately preceding such date) of the Net Yield for such
date is greater than or equal to the percentage set forth in the left-hand
column of the table below, and less than the percentage set forth in the middle
column of the table below, an amount equal to the percentage set forth next to
such percentage in the right-hand column of the table below:
-------------------------------------------- ------------------- --------------------------------
Average Net Yield
-------------------------------------------- ------------------- --------------------------------
Greater Than or Spread Account
Equal To Less Than Cap Percentage
-------------------------------------------- ------------------- --------------------------------
9.0% 0%
-------------------------------------------- ------------------- --------------------------------
7.0% 9.0% 2.0%
-------------------------------------------- ------------------- --------------------------------
5.0% 7.0% 5.0%
-------------------------------------------- ------------------- --------------------------------
3.0% 5.0% 10.0%
-------------------------------------------- ------------------- --------------------------------
3.0% 100.0%
-------------------------------------------- ------------------- --------------------------------
SECTION 2. SERIES 1997-ONE SUPPLEMENT IN FULL FORCE AND EFFECT. Except
as specifically amended hereby, all of the terms and conditions of the Series
1997-One Supplement shall remain in full force and effect. All references to the
Series 1997-One Supplement in any other document or instrument shall be deemed
to mean such Series 1997-One Supplement as amended by this Amendment. This
Amendment shall not constitute a novation of the Series 1997-One Supplement, but
shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and obligations of the Series 1997-One Supplement, as amended by this
Amendment, as though the terms and obligations of the Series 1997-One Supplement
were set forth herein.
SECTION 3. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and by separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all such counterparts taken
together shall constitute one and the same instrument.
SECTION 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
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SECTION 5. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined herein or amended by the terms of this Amendment shall have
the meanings assigned to such terms in the Series 1997-One Supplement and the
Pooling and Servicing Agreement.
SECTION 6. EFFECTIVENESS. The amendments provided for by this
Amendment shall become effective as of November 1, 1998 upon receipt by the
Agent of the fees provided for in the Supplemental Fee Letter 1 dated as of
October 12, 1998 among the Transferor, the Agent and Enterprise Funding
Corporation.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the 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: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name:
Title:
COMPUCREDIT CORPORATION,
as Servicer,
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
as Trustee,
By: /s/ Xxxxxxxx X.X. Xxxxx
--------------------------------
Name: Xxxxxxxx X.X. Xxxxx
Title: Vice President
Acknowledged and agreed to
as of this 12th day of
October, 1998
NATIONSBANK, N.A.,
as Agent and as Bank Investor
under the Certificate Purchase
Agreement
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
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[Amendment Number 4 to Series 1997-One Supplement]
ENTERPRISE FUNDING CORPORATION,
as Class A Certificateholder
By: [illegible]
--------------------------------
Name:
Title:
COMPUCREDIT FUNDING CORP.,
as Class B Certificateholder
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name:
Title:
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