Exhibit 10.1




 




AMENDMENT

TO AFFINITY CARD AGREEMENT




 




THIS

AMENDMENT TO AFFINITY CARD AGREMENT (this “Amendment”) is dated as of September

23, 2002, among COLUMBUS BANK AND TRUST COMPANY (“CB&T”), COMPUCREDIT

CORPORATION, a Georgia corporation (“COMPUCREDIT”) and COMPUCREDIT ACQUISITION

CORPORATION, a Nevada corporation (“CAC”).




 




RECITALS




WHEREAS, CB&T, CompuCredit and CAC are parties to

that certain Affinity Card Agreement dated as of January 6, 1997 (as amended

prior to the date hereof, the “Agreement”);




 




WHEREAS,

CB&T, CompuCredit and CAC wish to amend the Agreement to extend the term

thereof and to make certain other changes, all as hereinafter set forth;




 




NOW,

THEREFORE, for and in consideration of the above premises and other good and

valuable consideration, the receipt and sufficiency of which hereby is

acknowledged by the parties hereto, the parties hereto covenant and agree as

follows:




 




Section 1.       Amendments to Agreement.  The Agreement is hereby amended as follows:




 




Section 1.1.  Section 1.1 of the Agreement is hereby

amended by the addition of the following definitions:




 




“Pledge and Security Agreement” shall mean the

Security and Pledge Agreement, dated as of the date hereof, between CompuCredit

and CB&T.




 




Section 1.2.  Section 3.3 of the Agreement is hereby

amended by deleting the third sentence thereof in its entirety.




 




Section 1.3.  Article 8.1(a) of the Agreement is hereby

amended to read as follows:




 




“This Agreement shall continue in full force and

effect until March 31, 2006 unless otherwise terminated as provided in Section

8.1(b) or (c) herein.  This Agreement

shall be extended for renewal terms of two (2) years each  (“Renewal Term”), unless one party notifies

the other party of its intent to terminate this Agreement at least 180 days

prior to the end of the term hereof or any Renewal Term.  The Termination of this Agreement shall not

terminate, affect or impair any rights, obligations or liabilities of either

party hereto that may accrue prior to such termination or that, under the terms

of this Agreement, continue after the termination.”




 




Section 1.4.  Section 8.1(b)(i)(A) shall be amended by

adding the following subparagraph (4):




 





























 




(4)          an “Event of Default”

under the Pledge and Security Agreement shall have occurred, or CompuCredit

shall fail to comply with its obligation under Section 4.02(c) of the Pledge

and Security Agreement.




 




Section

8.1(b)(i)(A) shall be further amended by amending the paragraph immediately

following the numbered subparagraphs to read as follows:




 




“Notwithstanding the foregoing, except in the case of

an Event of Default described in clauses (1) or (4) above, notice of

termination  may not be sent until the

party seeking to terminate has followed the provisions of Section 8.1(f) hereof.”




 




Section 2.  Effect of Amendment. 

Except as set forth expressly hereinabove, all terms of the Agreement

shall be and remain in full force and effect, and shall constitute the

respective legal, valid, binding and enforceable obligations of the parties

thereto.




 




Section 3.  Counterparts.  This

Amendment may be executed in any number of counterparts and by different

parties hereto in separate counterparts, each of which when so executed and

delivered shall be deemed to be an original and all of which counterparts,

taken together, shall constitute but one and the same instrument.




 




Section 4.  Section References. 

Section titles and references used in this Amendment shall be without

substantive meaning or content of any kind whatsoever and are not a part of the

agreements among the parties hereto evidenced hereby.




 




Section 5.  Governing Law. 

This Amendment shall be governed by and construed and interpreted in

accordance with the laws of Georgia.




 




2





























 




IN WITNESS WHEREOF, each of the parties hereto has

caused this Amendment to be duly executed, under seal, by its duly authorized

officer as of the day and year first above written.




 




	

   


  	

  COLUMBUS BANK &

  TRUST COMPANY


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  COMPUCREDIT CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  COMPUCREDIT ACQUISITION

  CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
								





 




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