Compucredit Corp Sample Contracts

EXECUTION COPY
Pooling and Servicing Agreement • January 15th, 1999 • Compucredit Corp • Personal credit institutions • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION APRIL 13, 2000 TABLE OF CONTENTS
Agreement and Plan of Merger • April 28th, 2000 • Compucredit Corp • Personal credit institutions • Georgia
UNDERWRITING AGREEMENT
Underwriting Agreement • April 22nd, 1999 • Compucredit Corp • Personal credit institutions • New York
AGREEMENT
Development Agreement • August 27th, 1998 • Compucredit Corp • Georgia
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • February 11th, 2000 • Compucredit Corp • Personal credit institutions • New York
AMENDMENT NUMBER 1 TO POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • August 27th, 1998 • Compucredit Corp • New York
FIRST AMENDMENT TO
Employment Agreement • January 18th, 2000 • Compucredit Corp • Personal credit institutions
Exhibit 10.9 TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 1999 • Compucredit Corp • Personal credit institutions • New York
COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST II among COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST II, Issuer,
Master Indenture • March 30th, 2001 • Compucredit Corp • Personal credit institutions • New York
300,000,000 AGGREGATE PRINCIPAL AMOUNT COMPUCREDIT CORPORATION DUE 2035 Resale Registration Rights Agreement dated November 23, 2005
Resale Registration Rights Agreement • November 28th, 2005 • Compucredit Corp • Personal credit institutions • New York

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of November 23, 2005, by and between CompuCredit Corporation, a Georgia corporation (together with any successor entity, herein referred to as the “Company”), and Bear, Stearns & Co. Inc., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) as identified under the Purchase Agreement (as defined below).

SHARE LENDING AGREEMENT
Share Lending Agreement • November 22nd, 2005 • Compucredit Corp • Personal credit institutions • New York

This Agreement sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock.

MASTER INDENTURE Dated as of April 4, 2007
Master Indenture • August 1st, 2007 • Compucredit Corp • Personal credit institutions • New York

This MASTER INDENTURE, dated as of April 4, 2007 (herein, as amended, modified or supplemented from time to time as permitted hereby, called the “Indenture”), among PARTRIDGE ACQUIRED PORTFOLIO BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, COMPUCREDIT INTERNATIONAL ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Nevada, as servicer, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee and DEUTSCHE BANK AG, LONDON BRANCH, a corporation duly organized and existing under the law of the Federal Republic of Germany and having its principal place of business at Taunusanlage 12 in the City of Frankfurt (Main) and operating in the United Kingdom under branch number BR000005 at Winchester House, 1 Great Winchester Street, London EC2N 2DB, England, as Paying Agent. This Indenture may be supplemented at any time and from time to time by an indenture supplement in acc

SECOND AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • March 30th, 2001 • Compucredit Corp • Personal credit institutions • New York
RECEIVABLES PURCHASE AGREEMENT Dated as of April 4, 2007 between COMPUCREDIT INTERNATIONAL ACQUISITION CORPORATION and PARTRIDGE FUNDING CORPORATION
Receivables Purchase Agreement • August 1st, 2007 • Compucredit Corp • Personal credit institutions • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of April 4, 2007, by and between CompuCredit International Acquisition Corporation, a corporation organized and existing under the laws of the State of Nevada (together with its permitted successors and assigns, “Seller”) and Partridge Funding Corporation, a corporation organized and existing under the laws of the State of Nevada (together with its permitted successors and assigns, “Purchaser”).

FIFTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • March 1st, 2004 • Compucredit Corp • Personal credit institutions • New York

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.

COMPUCREDIT CORPORATION WARRANT AGREEMENT
Warrant Agreement • December 21st, 2005 • Compucredit Corp • Personal credit institutions • Georgia

THIS CERTIFIES that, for value received, MERRILL LYNCH MORTGAGE CAPITAL INC., a Delaware corporation (the “Holder”), shall be entitled to acquire from COMPUCREDIT CORPORATION, a Georgia corporation (the “Company”), subject to the terms and conditions contained herein, at any time during the period from 9:00 A.M. (Eastern Time) on January 30, 2004, through 5:00 P.M. (Eastern Time) on January 30, 2007 (the “Expiration Date”), one million two hundred thousand (1,200,000) shares of “Common Stock” (as hereinafter defined) (individually, a “Warrant Share” and collectively, the “Warrant Shares”), at the Exercise Price (as hereinafter defined) (the “Warrant”). For purposes of this Warrant, the term “Common Stock” shall mean the no par value common stock of the Company.

TRANSFER AND SERVICING AGREEMENT Dated as of April 4, 2007
Transfer and Servicing Agreement • August 1st, 2007 • Compucredit Corp • Personal credit institutions • New York

TRANSFER AND SERVICING AGREEMENT, dated as of April 4, 2007, among PARTRIDGE FUNDING CORPORATION, a Nevada corporation, as Transferor, COMPUCREDIT INTERNATIONAL ACQUISITION CORPORATION, a Nevada corporation, as Servicer, PARTRIDGE ACQUIRED PORTFOLIO BUSINESS TRUST, a Nevada business trust, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Indenture Trustee.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2008 • Compucredit Corp • Personal credit institutions • Georgia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), originally effective as of March 15, 2001 (the “Effective Date”), is amended and restated on December 23, 2008, by and between COMPUCREDIT CORPORATION, a Georgia corporation ("CompuCredit"), and RICHARD W. GILBERT, an individual resident of the State of Georgia ("Employee"). This Agreement amends, restates and supersedes the employment agreement between CompuCredit and the Employee that became effective as of the Effective Date (the “Previous Employment Agreement”).

NOTICE OF DEFAULTS
Asset Purchase and Forward Flow Agreement • July 16th, 2008 • Compucredit Corp • Personal credit institutions
EXHIBIT 10.1a FIRST AMENDMENT TO MASTER INDENTURE
Master Indenture • November 14th, 2000 • Compucredit Corp • Personal credit institutions • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2008 • Compucredit Corp • Personal credit institutions • Georgia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), originally effective as of August 29, 2002 (the “Effective Date”), and amended and restated as of October 16, 2005, is amended and restated again effective as of December 23, 2008, by and between CompuCredit Corporation, a Georgia corporation (“CompuCredit”), and J.Paul Whitehead III, an individual resident of the State of Georgia (“Employee”). This Agreement amends, restates and supersedes the employment agreement between the Company and the Employee effective as of the Effective Date and amended and restated effective as of October 16, 2005 (the “Previous Employment Agreement”).

AFFINITY CARD AGREEMENT
Affinity Card Agreement • November 6th, 2006 • Compucredit Corp • Personal credit institutions • Delaware

THIS AFFINITY CARD AGREEMENT (“Agreement”), made as of February 16, 2005, between First Bank of Delaware, a bank organized under the laws of the State of Delaware with an office at 1000 Rocky Run Parkway, Wilmington, Delaware 19803 (hereinafter referred to as “Bank”), and CompuCredit Corporation, a corporation organized under the laws of Georgia with an office at 245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia 30346 (hereinafter referred to as “Marketer”).

RECITALS
Affinity Card Agreement • August 27th, 1998 • Compucredit Corp
Form for Employees] COMPUCREDIT CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 29th, 2008 • Compucredit Corp • Personal credit institutions • Georgia

THIS RESTRICTED STOCK AGREEMENT, made and entered into this day of , , by and between COMPUCREDIT CORPORATION, a Georgia corporation (“CompuCredit”), and (the “Grantee”);

FOURTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • March 1st, 2004 • Compucredit Corp • Personal credit institutions • New York

This Fourth Amendment to the Transfer and Servicing Agreement ("Amendment") is executed as of this 3rd day of August, 2001, 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.

Form for Employees] COMPUCREDIT CORPORATION NONQUALIFIED STOCK OPTION COMMON STOCK (No Par Value)
Nonqualified Stock Option Agreement • March 8th, 2005 • Compucredit Corp • Personal credit institutions • Georgia

THIS OPTION AGREEMENT, made and entered into this day of , , by and between COMPUCREDIT CORPORATION, a Georgia corporation ("CompuCredit"), and (the "Grantee");

FIRST AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • February 29th, 2008 • Compucredit Corp • Personal credit institutions • New York

This First Amendment to the Transfer and Servicing Agreement (“Amendment”) is executed as of this 12th day of December, 2007, by and among COMPUCREDIT FUNDING CORP. III, a Nevada corporation, as Transferor (the “Transferor”), COMPUCREDIT CORPORATION, a Georgia corporation, as Servicer (the “Servicer”), COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST III, a Nevada business trust, as Issuer (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

Form for Directors] COMPUCREDIT CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 13th, 2008 • Compucredit Corp • Personal credit institutions • Georgia

THIS RESTRICTED STOCK AGREEMENT, made and entered into this day of , 20 , by and between COMPUCREDIT CORPORATION, a Georgia corporation (“CompuCredit”), and (the “Grantee”);