Exhibit 10.10(p) 

NINTH AMENDMENT 

TO THE TRANSFER AND SERVICING AGREEMENT 

This Ninth Amendment to the Transfer and Servicing Agreement (“Amendment”) is executed as of this 10th day of June, 2005, by and amongCOMPUCREDIT FUNDING CORP., a Nevada corporation, as Transferor (the “Transferor”), COMPUCREDIT CORPORATION, a Georgia corporation, as Servicer (the “Servicer”), COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST, aNevada business trust, as Issuer (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”). 

WITNESSETH: 

WHEREAS, the Transferor, the Issuer, the Servicer and the IndentureTrustee 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 the first sentence of Section 10.01(a) of the Agreement: 

NOW, THEREFORE, the parties hereto agree as follows: 

SECTION 1. Amendment of the Agreement

1.3 Schedule II of the Agreement. Schedule II to theAgreement is deleted and the Schedule II attached hereto as Exhibit A is substituted 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 supplementedby this Amendment shall be read, taken and construed as one and the same instrument. 

2.2 Representation and Warranty. Each of theparties 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 maybe 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 (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS 

LAW), 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 assignsof 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 thecovenants, 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 orenforceability of the remaining provisions. 

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

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

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

 

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IN WITNESS WHEREOF, the Transferor, the Servicer, the Issuer and the Indenture Trustee have caused thisAmendment to be duly executed by their respective officers as of the day and year first above written. 

 

COMPUCREDIT FUNDING CORP.,

asTransferor

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,