EXECUTION COPY
Exhibit 10.4.2
AMENDMENT NUMBER 1
TO
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NUMBER 1 dated as of April 17, 1998 (this
"Amendment") is among CompuCredit Funding Corp., as Transferor (the
"Transferor"), CompuCredit Corporation, as Servicer (the "Servicer") and
Bankers Trust Company, a New York banking company, as Trustee (the
"Trustee"), and amends that certain 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 Pooling and Servicing Agreement have determined
to amend the Pooling and Servicing Agreement 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 1.01. Section 1.01 of the
Pooling and Servicing Agreement is hereby amended as follows:
(a) The definition of "Automatic Additional Account" is deleted in its
entirety and the following is substituted therefor:
"Automatic Additional Account" means each Visa (Registered
Trademark) consumer revolving credit card account established pursuant
to a Credit Card Agreement between an Account Owner and any Person with
respect to which one or more credit cards are issued to a cardholder
bearing the name or logo "Aspire" which account comes into existence
after the Initial Cut-Off Date; provided, however, that Accounts shall
not include any credit card accounts the receivables of which have been
conveyed to NationsBank, N.A., as Agent, pursuant to the terms of the
Transfer and Administration Agreement dated as of April 17, 1998 by and
among CompuCredit Acquisition Funding Corp., CompuCredit Corporation,
Kitty Hawk Funding Corporation, Atlantic Equity Corporation,
NationsBank, N.A., as Agent and as Bank Investor.
(b) The proviso in the definition of "Collections" is deleted in its
entirety and the following is substituted therefor:
provided, however, that during the period Columbus Bank owns the
Accounts pursuant to the Affinity Card Agreement, Collections shall
mean the sum of (i) the Net Excess Amount (as defined in the Affinity
Card Agreement) payable by Columbus Bank to CompuCredit in respect of
the Accounts, and (ii) all amounts paid by Columbus Bank to CompuCredit
in respect of the Accounts pursuant to Section 8.1(e)(iii) of the
Affinity Card Agreement
(c) Clause (e) in the second sentence of the definition of "Finance
Charge Receivables" is deleted in its entirety and the following is
substituted therefor:
(e) all amounts paid by Columbus Bank to CompuCredit in respect of the
Accounts pursuant to Section 8.1(e)(iii) of the Affinity Card Agreement
SECTION 2. Pooling and Servicing Agreement in Full Force and
Effect. Except as specifically amended hereby, all of the terms and
conditions of the Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Pooling and Servicing Agreement in any
other document or instrument shall be deemed to mean such Pooling and
Servicing Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Pooling and Servicing Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound by the
terms and obligations of the Pooling and Servicing Agreement, as amended by
this Amendment, as though the terms and obligations of the Pooling and
Servicing Agreement 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.
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 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
COMPUCREDIT CORPORATION,
as Servicer,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
BANKERS TRUST COMPANY,
as Trustee,
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Vice President
Acknowledged and agreed to
as of this 17th day of
April, 1998
NATIONSBANK, N.A.,
as Administrative Agent and as
Bank Investor under the
Certificate Purchase Agreement
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
ENTERPRISE FUNDING CORPORATION,
as Class A Certificateholder
By: [illegible]
--------------------------------
Name:
Title:
COMPUCREDIT FUNDING CORP.
as Class B Certificateholder
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
[Amendment to Pooling and Servicing Agreement]
