EXECUTION COPY
Exhibit 10.4.4
AMENDMENT NUMBER 2
TO
SERIES 1997-ONE SUPPLEMENT
THIS AMENDMENT NUMBER 2 dated as of April 17, 1998 (this "Amendment")
to the SERIES 1997-ONE SUPPLEMENT, dated as of August 29, 1997 (as amended, 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(l) 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 6.01. Section 6.01 of the Series
1997-One Supplement is hereby amended as follows:
Section 6.01(k) of the Series 1997-One Supplement is deleted in its entirety
and the following is substituted therefor:
(k) for so long as the Affinity Card Agreement is in effect, the Letter of
Credit (as such term is defined in the Affinity Card Agreement) maintained
by CompuCredit in favor of Columbus Bank pursuant to Section 3.3 of the
Affinity Card Agreement shall, without the consent of Columbus Bank, be
terminated, revoked, reduced or drawn on and such termination, revocation or
reduction has not been remedied within five days and, in the case of a
drawing, such drawing is not reimbursed within five days;
SECTION 2. Key Person Insurance. The parties hereto agree to, and by
execution hereof, the Agent, the Bank Investor, the Class A Certificateholder
and the Class B Certificateholder acknowledge and consent to, the designation of
NationsBank, N.A., as Agent pursuant to the terms of the Transfer and
Administration Agreement dated as of April 17, 1998 by and among Kitty Hawk
Funding Corporation, Atlantic Equity Corporation,
CompuCredit, CompuCredit Acquisition Funding Corp. and NationsBank, N.A., as
Agent and as Bank Investor, as a co-beneficiary together with the Transferor
under the terms of the "Key Person" insurance policies relating to Xxxxx X.
Xxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxxx referred to in Section 2.01 of the
Pooling and Servicing Agreement.
SECTION 3. 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 4. 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 5. 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.
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.
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: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
COMPUCREDIT CORPORATION,
as Servicer,
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
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 17th day of
April, 1998
NATIONSBANK, N.A.,
as Agent and as Bank Investor
under the Certificate Purchase
Agreement
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
ENTERPRISE FUNDING CORPORATION,
as Class A Certificateholder
By: [illegible]
-----------------------------
Name:
Title:
COMPUCREDIT FUNDING CORP.
as Class B Certificateholder
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
[Amendment No. 2 to Series 1997-One Supplement]
