First Amendment to Master Indenture among CompuCredit Credit Card Master Note Business Trust, The Bank of New York, and CompuCredit Corporation

Summary

This amendment, effective September 7, 2000, updates the Master Indenture originally signed by CompuCredit Credit Card Master Note Business Trust (Issuer), The Bank of New York (Indenture Trustee), and CompuCredit Corporation (Servicer). The changes clarify definitions, update procedures for handling receivables, and adjust certain rights and obligations among the parties. The amendment is governed by New York law and is effective upon signing by all parties, including several financial institutions acting as purchasers, agents, and deal agents.

EX-10.1A 4 a2031039zex-10_1a.txt EXHIBIT 10.1A EXHIBIT 10.1a FIRST AMENDMENT TO MASTER INDENTURE COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST THIS FIRST AMENDMENT TO MASTER INDENTURE (this "AMENDMENT") is hereby executed as of September 7, 2000, among CompuCredit Credit Card Master Note Business Trust, as Issuer (the "ISSUER"), The Bank of New York, as Indenture Trustee (the "INDENTURE Trustee"), and CompuCredit Corporation, as Servicer (the "SERVICER"). WITNESSETH: WHEREAS, the Issuer, the Indenture Trustee and the Servicer entered into that certain Master Indenture, dated as of July 14, 2000 (the "MASTER INDENTURE"), which the parties wish to amend in certain respects as provided herein: NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: Section 1. AMENDMENTS TO THE MASTER INDENTURE. (a) The definition of "Eligible Institution" is hereby amended to (i) insert the words "not lower than BBB for Standard & Poor's Ratings Services or Baa2 for Moody's Investors Service after the word "rating" in the fifth line thereof and (ii) to delete the words "acceptable to the Rating Agencies" in the fifth line thereof. (b) The Master Indenture is hereby amended to insert the following Subsection 3.07(f): The Issuer shall deliver any Account Schedule (as defined in the Transfer and Servicing Agreement) received by it pursuant to the Transfer and Servicing Agreement to the Indenture Trustee. (c) The Master Indenture is hereby amended to delete Subsection 5.05(a)(ii) thereof and replace it with the following: (ii) sell all or a portion of the Issuer's interest in the Principal Receivables, in an amount not to exceed the Allocation Amount for the accelerated Series, and the related Finance Charge Receivables, as shall constitute a part of the Trust Estate (or rights of interest therein), at one or more public or private sales called and conducted in any manner permitted by law; and (d) The Master Indenture is hereby amended to delete the first sentence of Section 5.18(c) thereof and replace it with the following: In its exercise of the foreclosure remedy pursuant to SECTION 5.05(a)(ii), the Indenture Trustee shall solicit bids from Permitted Assignees for the sale of Principal Receivables, in an amount equal to the Allocation Amount of the accelerated Series of Notes at the time of sale, and the related Finance Charge Receivables, as shall constitute a part of the Trust Estate. (e) The Master Indenture is hereby amended to (i) insert the words "or the Transferor" in the second line of Section 11.17 after the word "Issuer" and (ii) insert the words "or the Transferor" in the third line of Section 11.17 after the word "Issuer." Section 2. EFFECTIVE DATE. This Amendment shall become effective as of the date first above written. Section 3. GOVERNING LAW. THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 4. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Section 5. SEVERABILITY. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. Section 6. DEFINITIONS. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to such terms, or incorporated by reference, in the Master Indenture. [SIGNATURES SET FORTH ON FOLLOWING PAGE] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written. COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST, as Issuer By: Wilmington Trust FSB, Owner Trustee By: ___________________________ Name: Title: THE BANK OF NEW YORK, as Indenture Trustee By: ___________________________ Name: Title: COMPUCREDIT CORPORATION, as Servicer By: ___________________________ Name: Ashley L. Johnson Title: Treasurer

3 ACCEPTED AND AGREED: ENTERPRISE FUNDING CORPORATION, as Purchaser By: _____________________________ Name: Title: BANK OF AMERICA, N.A, as Agent By: _____________________________ Name: Title: VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation, as Purchaser By: First Union Securities, Inc., attorney-in-fact By: _____________________________ Name: Title: FIRST UNION SECURITIES, INC., a Delaware corporation, as Deal Agent By: _____________________________ Name: Title: FIRST UNION NATIONAL BANK, a national banking association, as Liquidity Agent By: _____________________________ Name: Title: THREE PILLARS FUNDING CORPORATION, a Delaware corporation, as Purchaser By: _____________________________ Name: Title: SUNTRUST EQUITABLE SECURITIES CORPORATION, a Tennessee corporation, as Deal Agent By: _____________________________ Name: Title: SUNTRUST BANK, a national banking association, as Liquidity Agent By: _____________________________ Name: Title: SHEFFIELD RECEIVABLES CORPORATION, a Delaware corporation, as Purchaser By: _____________________________ Name: Title: BARCLAYS BANK PLC, as Agent By: _____________________________ Name: Title: TWIN TOWERS INC., as Class A Purchaser and Class B Purchaser By: _____________________________ Name: Title: DEUTSCHE BANK AG, as Administrative Agent and Agent By: _____________________________ Name: Title: By: _____________________________ Name: Title: