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Exhibit 10.10(e)  


 
 

FIFTH AMENDMENT
  TO THE TRANSFER AND SERVICING AGREEMENT    
    



        This Fifth Amendment to the Transfer and Servicing Agreement ("Amendment") is executed as of this 20th day of
August, 2002, by and among COMPUCREDIT FUNDING CORP., a Nevada corporation, as Transferor, COMPUCREDIT CORPORATION, a Georgia corporation, as Servicer, COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS
TRUST, a Nevada business trust, as Issuer, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee. 


WITNESSETH:  



        WHEREAS, the Transferor, the Issuer, the Servicer and the Indenture Trustee executed the Transfer and Servicing Agreement dated as of July 14, 2000 (as
amended, the "Agreement"); and 


        WHEREAS,
the parties hereto have agreed to amend the Agreement on the terms and conditions hereinafter set forth in accordance with Section 10.01(a)(ii) of the Agreement: 


        NOW,
THEREFORE, the parties hereto agree as follows: 


        SECTION
1.    Amendment of the Agreement.    The Agreement is hereby amended by deleting Schedule II to the
Agreement and substituting the Schedule II attached hereto as Exhibit A in its place. 


        SECTION
2.    Miscellaneous    



        2.1    Ratification.    As amended hereby, the Agreement is in all respects ratified and confirmed and the Agreement
as so supplemented by this Amendment shall be read, taken and construed as one and the same instrument. 



        2.2    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 its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and by
general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 



        2.3    Governing Law; Parties; Severability.    THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. Whenever in this Amendment there is reference made to any of the parties hereto, such reference shall also be a reference to the successors and assigns of such party, including, without
limitation, any debtor-in-possession or trustee. The provisions of this Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the
parties hereto If any one or more of the covenants, agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable
from the remaining provisions of this Amendment and shall in no way affect the validity or enforceability of the remaining provisions. 


        2.4    Effectiveness.    This Amendment shall be effective as of the date first above written. 


        2.5    Counterparts.    This Amendment may be executed in any number of counterparts (and by different parties on
separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 


        2.6    Defined Terms.    Capitalized terms used herein shall have the meanings assigned to such terms in the
Agreement. 













        IN WITNESS WHEREOF, the Transferor, the Servicer, the Issuer and the Indenture 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:	
 	

 
	 	 	 	 	
 Name: Joshua Miller

Title: Assistant Secretary
	

 	
 	

COMPUCREDIT CORPORATION,

as Servicer,
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

COMPUCREDIT CREDIT CARD MASTER NOTE

BUSINESS TRUST,

as Issuer
	

 	
 	

By:	
 	

WILMINGTON TRUST FSB,

not in its individual capacity but solely as Owner Trustee on behalf of the Issuer,
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

THE BANK OF NEW YORK,

not in its individual capacity but solely as Indenture Trustee,
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:











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FIFTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT