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Exhibit
10.8
SECOND AMENDMENT
TO THE
NOTE PURCHASE
AGREEMENT
THIS SECOND AMENDMENT TO THE
NOTE PURCHASE AGREEMENT, dated as of July 30, 2007 (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, as amended pursuant to a certain
First Amendment to the Note Purchase Agreement, dated as of
September 30, 2005 (as amended, 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
by deleting the definition of “Scheduled Expiration
Date” in its entirety and substituting the following
definition in lieu thereof:
“ Scheduled
Expiration Date ” means the January 2010 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 Schedule 1 of the Note Purchase Agreement .
Schedule 1 of the Note Purchase Agreement is hereby deleted in its
entirety and Schedule 1 attached hereto as Exhibit A substituted in
lieu thereof.
SECTION 4 .
Miscellaneous .
4.1 Ratification . As
amended hereby, the Note Purchase Agreement is in all respects
ratified and confirmed and the Note Purchase Agreement as so
supplemented by this Amendment shall be read, taken and construed
as one and the same instrument.
4.2 Representation and
Warranty . Each of the parties hereto represents and warrants
that this Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding
obligations, enforceable in accordance with
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