Exhibit 10.11(a)
FIRST AMENDMENT
TO THE
NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE NOTE
PURCHASE AGREEMENT, dated as of September 30, 2005 (this
“ Amendment ”), is among COMPUCREDIT CREDIT CARD
MASTER NOTE BUSINESS TRUST, a Nevada business trust (together with
its successors and assigns, the “ Issuer ”),
COMPUCREDIT FUNDING CORP., a Nevada corporation (“ CFC
”), individually and as Transferor, COMPUCREDIT CORPORATION,
a Georgia corporation (“ CompuCredit ”), as
Servicer, and MERRILL LYNCH MORTGAGE CAPITAL INC., a Delaware
corporation (“MLMCI”), as an Investor.
RECITALS
WHEREAS, the Issuer, CFC,
CompuCredit and MLMCI are parties to the Note Purchase Agreement,
dated as of January 30, 2004 (the “ Note Purchase
Agreement ”), relating to CompuCredit Credit Card Master
Note Business Trust Variable Funding Notes, Series 2004-One, and
wish to amend certain provisions of the Note Purchase Agreement as
provided herein.
NOW THEREFORE, in consideration of
the premises and the agreements contained herein, the parties
hereto agree as follows:
SECTION 1 . Definitions . Capitalized terms used
herein and not otherwise defined herein shall have the meanings
specified in the Note Purchase Agreement.
SECTION 2 . Amendment to Section 1.1 of the Note
Purchase Agreement . Section 1.1 of the Note Purchase
Agreement is hereby amended as follows:
2.1 The definition of “Class A
Maximum Principal Amount” is hereby deleted in its entirety
and the following definition substituted in lieu
thereof:
“ Class A Maximum Principal
Amount ” means an amount not to exceed the amount set
forth in Item 2(a) of Schedule 1 hereto minus the aggregate
outstanding principal amount of notes issued by the Issuer (other
than the Offered Notes) and purchased pursuant to the Master
Repurchase Agreement that have total credit enhancement greater
than or equal to the total credit enhancement provided to the
Class A Notes; provided , however that at any
time the Class A Maximum Principal Amount shall not be more
than the amount that equals the amount set forth in Item 2(b)
of Schedule 1 hereto.
2.2 The definition of “Class B
Maximum Principal Amount” is hereby deleted in its entirety
and the following definition substituted in lieu
thereof:
“ Class B Maximum Principal
Amount ” means an amount not to exceed the amount set
forth in Item 3(a) of Schedule 1 hereto minus the aggregate
outstanding principal
amount of notes issued by the Issuer (other than
the Offered Notes) and purchased pursuant to the Master Repurchase
Agreement that have total credit enhancement greater than or equal
to the total credit enhancement provided to the Class B Notes;
provided , however that at any time the Class B
Maximum Principal Amount shall not be more than the amount that
equals the amount set forth in Item 3(b) of Schedule 1
hereto.
2.3 The definition of “Class C
Maximum Principal Amount” is hereby deleted in its entirety
and the following definition substituted in lieu
thereof:
“ Class C Maximum Principal
Amount ” means an amount not to exceed the amount set
forth in Item 4 of Schedule 1 hereto minus the aggregate
outstanding principal amount of notes issued by the Issuer (other
than the Offered Notes) and purchased pursuant to the Master
Repurchase Agreement that have total credit enhancement greater
than or equal to the total credit enhancement provided to the Class
B Notes and the Class C Notes.
2.4 The definition of
“Scheduled Expiration Date” is hereby deleted in its
entirety and the following definition substituted in lieu
thereof:
“ Scheduled Expiration
Date ” means the January 2008 Distribution Date, or such
later date to which the Scheduled Expiration Date may be extended
(if extended) in the sole discretion of the Investors in accordance
with the terms of subsection 2.2(b) .
SECTION 3 . Amendment to Section 3.2 of the Note
Purchase Agreement . Section 3.2 of the Note Purchase
Agreement is hereby amended by deleting paragraph (viii) in
its entirety and the following paragraph substituted in lieu
thereof:
(viii) On and as of such day, after
giving effect to each Note Principal Balance Increases,
(A) the sum o
