**Exhibit10.6**

 

CSGQ TRUST,

SERIES 2002-1 CLASS B NOTES

SERIES 2002-1 O/C CERTIFICATES

 

PACCT, LLC

Seller

June 25, 2002

 

PURCHASE AGREEMENT

To the Persons listed on the attached Annex A

 

Ladies and Gentlemen:

 

1.             Introduction.  PACCT, LLC, a Delaware limited liabilitycompany (the “Seller”), proposes to sell to the Class B Purchasers(each, a “Class B Purchaser”) the aggregate amount of the Series 2002-1Class B Notes (the “Notes”) and to sell to the O/C Purchaser (the “O/CPurchaser,” and together with the Class B Purchasers, the “Purchasers”and each a “Purchaser) the aggregate initial invested amount of theSeries 2002-1 O/C Certificates (the “Certificates”) set forth oppositethe Purchasers’ name in Schedule I attached hereto.  The Notes and Certificates will be issued byCSGQ Trust (the “Trust”) pursuant to the Master Indenture dated as ofJune 25, 2002 (as amended, restated, supplemented or otherwise modified and ineffect, the “Master Indenture”), among the Trust, U.S. Bank NationalAssociation, as Indenture Trustee (the “Indenture Trustee”) andCitibank, N.A., as the Note Administrator (the “Note Administrator”) andpursuant to the CSGQ Trust, Series 2002-1 Indenture Supplement, Term Notes,dated as of June 25, 2002 (as amended, restated, supplemented or otherwisemodified and in effect, the “Series 2002-1 Indenture Supplement”) amongthe Trust, the Indenture Trustee and the Note Administrator.  In addition to the Notes and Certificatesdescribed herein, the Trust will also be issuing its Class A-1FL Notes, ClassA-1FX Notes, Class A-2FL Notes, Class A-2FX Notes, Class A-3FL Notes, Class A-3FX Notes, Class A-4FL Notes and Class A-4FX Notes.

 

All capitalized terms used herein shall have the meanings specifiedherein or in the Series 2002-1 Indenture Supplement, and shall include in thesingular number the plural and in the plural number the singular and themasculine of such terms as well as the feminine and neuter of such terms.

 

2.             Representationsand Warranties.  Each of Providianand the Seller (in its capacity as Seller and as Transferor), jointly andseverally, represents and warrants to, and agrees with, each Purchaser that:

 

(a)           The ProvidianInformation (as defined or referenced herein) set forth in the OfferingCircular and any amendments or supplements thereto, as of the date thereof andas of the Closing Date, did not contain any untrue statement of a material fact

 

----

 

or omit tostate a material fact required to be stated therein or necessary to make thestatements therein, in the light of the circumstances under which they weremade, not misleading.  “ProvidianInformation” shall mean, (i) for purposes of the offering circularsupplement, the information set forth (A) in paragraphs 1 and 2 of theExecutive Summary, (B) under the captions “Summary of Terms—Providian NationalBank,” “—Transferor” (first paragraph only) and “—The Receivables,” “TheReceivables” and “The Master Trust Portfolios” (including each of the tableswith information on the credit card accounts and the related receivables setforth under “The Receivables” and “The Master Trust Portfolios”), (C) theinformation set forth under “Risk Factors—Legal and regulatory proceedingsagainst Providian could reduce or delay payments on your Certificates,” (firstparagraph only) and “—Certain regulatory matters involving Providian couldreduce or delay payments on your Certificates” (first and second paragraphsonly) and (D) in the disk containing historical information on the credit cardaccounts and the related credit card receivables included in the offeringcircular supplement and (ii) for purposes of the base offering circular, theinformation set forth under the captions “The Transferor,” “UnderwritingProcedures for the Master Trust Portfolios,” and “Providian National Bank.” Itis understood and agreed that none of the Providian Information shall beconsidered or deemed to be a representation or warranty as to (i) the creditquality of the Accounts or the Receivables (as such terms are defined in theOffering Circular), provided, that the foregoing reference to creditquality shall not be deemed to limit Providian’s obligation to include true,accurate and complete FICO scores in the Providian Information, (ii) thetargeting, underwriting or credit criteria (other than the compliance of suchcriteria with requirements of law) used in connection with the Accounts or theReceivables except for such information set forth under (A) the table entitled“Origination Channel” in each Term Sheet and (B) “Underwriting Procedures forthe Master Trust Portfolios” in the Preliminary Base Offering Circular and BaseOffering Circular or (iii) the future performance of the Receivables or theAccounts.

 

(b)           As of the ClosingDate, the Seller is duly organized and is validly existing as a limited liabilitycompany in good standing under the laws of the State of Delaware and has allrequisite power and authority (limited liability company or other) to own itsproperties and to conduct its business as described in the Offering Circular,and has been duly qualified as a foreign entity for the transaction of businessand is in good standing under the laws of each other jurisdiction in which itowns or leases property or conducts any business so as to require suchqualification, except where the failure to be in good standing, to have suchpower or authority, or to be so qualified has not had and is not reasonablylikely to have a material adverse effect on the holders of the Notes orCertificates.

 

(c)           As of the ClosingDate, Providian is duly organized and is validly existing as a national bankingassociation under the federal laws of the United States and has all requisitepower and authority (corporate or other) to own its properties and to conductits business as described in the Offering Circular, and has been duly qualifiedas a foreign entity for the transaction of business and is in good standingunder the laws of each other jurisdiction in which it owns or leases propertyor conducts any business so as to require such qualification, except where thefailure to be in good standing, to have

 

2

----

 

such power or authority, or to be so qualified has not had and is notreasonably likely to have a material adverse effect on the holders of the Notesor Certificates.

 

(d)           As of the ClosingDate, each Transaction Document to which the Seller or Providian is a partyshall have been duly authorized, executed and delivered by the Seller orProvidian, as applicable.

 

(e)           As of the ClosingDate, Providian in its capacity as Accounts Owner shall have fulfilled all ofits obligations under the Account Ownership Agreement except where failure tofulfill such obligations would not have a material adverse effect on theholders of the Notes or Certificates.

 

(f)            As of the ClosingDate, (i) the sale of the Notes and Certificates by the Seller pursuant to thisAgreement, the compliance by each of the Seller and Providian with all of theprovisions of the other Transaction Documents to which it is a party and anyother agreement or document entered into by the Seller and Providian inconnection therewith, and the consummation of the transactions herein andtherein contemplated, will not conflict with or result in a breach of any ofthe terms or provisions of, or constitute a default under, any indenture,mortgage, deed of trust, loan agreement or other agreement or instrument towhich the Seller or Providian is a party or by which the Seller or Providian isbound or to which any of the property or assets of the Seller or Providian is subjectexcept where such conflict, breach or default will not have a material adverseeffect on the holders of the Notes or Certificates, nor will such action resultin any violation of the provisions of the organizational documents of theSeller or Providian or any statute or any order, rule or regulation of anycourt or governmental agency or body having jurisdiction over the Seller orProvidian or any of its properties except where such violation will not have amaterial adverse effect on the holders of the Notes or Certificates; and (ii)no consent, approval, authorization, order, registration, filing orqualification of or with any such court or governmental agency or body isrequired for the issue and sale of the Notes or Certificates by the Seller pursuantto this Agreement or the consummation by the Seller or Providian of the othertransactions contemplated by the Transaction Documents to which the Seller orProvidian is a party and any other agreement or document entered into by theSeller or Providian in connection therewith, except as have been obtained andexcept where failure to obtain such consent, approval, authorization, order,registration, filing or qualification would not have a material adverse effecton the holders of the Notes or Certificates.

 

(g)           Other than as setforth in the Offering Circular, as of the date thereof and as of the ClosingDate, there are no legal or governmental proceedings pending to which theSeller or Providian or any of their subsidiaries, if any, is a party or to whichany property of the Seller or Providian or any of their respectivesubsidiaries, if any, is the subject which could reasonably be expected,individually or in the aggregate, to have a material adverse effect on thecurrent or future financial position, equity or results of operations of theSeller and its subsidiaries, if any, taken as a whole, or Providian and itssubsidiaries, taken as a whole; and, to the best of  the Seller’s and Providian’s knowledge, no such proceedings arethreatened or contemplated by governmental authorities or threatened by others;except in the case of any such pending,

 

3

----

 

threatened orcontemplated proceedings where such proceedings would not have a materialadverse effect on the holders of the Notes or Certificates.

 

(h)           Providian will, asof the Closing Date, own the Receivables to be transferred by Providian to theSeller on such date pursuant to the Receivables Purchase Agreement, free andclear of any lien, mortgage, pledge, charge, security interest or otherencumbrance other than liens and other encumbrances permitted under theTransaction Documents and other than liens and other encumbrances that wouldnot have a material adverse effect on the holders of the Notes or Certificates,and, as of the Closing Date and as of the date such Receivables are transferredto the Seller, Providian will have full power and authority to sell and deliversuch Receivables to be sold to the Seller on such date under the ReceivablesPurchase Agreement and as of the Closing Date will have duly authorized suchassignment and delivery to the Seller by all necessary action, in each caseexcept where failure to have such power and authorization would not have amaterial adverse effect on the holders of the Notes and Certificates.

 

(i)            As of the ClosingDate, the Seller will have full power and authority to sell and deliver theReceivables to the Trust under the Transfer and Servicing Agreement as of suchdate and as of the Closing Date will have duly authorized such assignment anddelivery to the Trust by all necessary action, in each case except wherefailure to have such power and authorization would not have a material adverseeffect on the holders of the Notes or Certificates.

 

(j)            Any taxes, fees andother governmental charges due and payable by Providian or the Seller inconnection with the execution, delivery and performance of the TransactionDocuments to which Providian or the Seller is a party will have been paid at orprior to the Closing Date, as applicable, in each case except where failure topay such taxes, fees or other charges would not have a material adverse effecton the holders of the Notes or Certificates.

 

(k)           As of the ClosingDate the Receivables assigned by Providian to the Seller and by the Seller tothe Trust will have been duly and validly assigned and delivered by Providianto the Seller and by the Seller to the Trust, in each case except where failureto assign and deliver such Receivables would not have a material adverse effecton the holders of the Notes or Certificates.

 

(l)            The Seller is not,or after giving effect to the offering and sale of the Notes to the Class BPurchasers under this Agreement, or the offering and sale of the Certificatesto the O/C Purchaser under this Agreement, or the issuance of the Series 2002-1Notes by the Trust will not be, an “investment company,” as such term isdefined in the Investment Company Act of 1940, as amended.

 

4

----

 

ARTICLE II

TRANSFER OFTHE NOTES AND CERTIFICATES

 

Section 2.1             Transferof the Notes and Certificates.    On the terms and subject to the conditionsset forth in this Agreement, and in reliance upon the covenants,representations, warranties and agreements herein set forth, on the ClosingDate, the Seller agrees to transfer and deliver to the Class B Purchasers theNotes, and the Class B Purchasers agree to accept, the Notes in the formattached as an exhibit to the Series 2002-1 Indenture Supplement, and to paythe purchase price therefor set out on Schedule 1 hereto, and the Selleragrees to transfer and deliver to the O/C Purchaser the Certificates, and theO/C Purchaser agrees to accept, the Certificates in the form attached as anexhibit to the Series 2002-1 Indenture Supplement, and to pay the purchaseprice therefor set out on Schedule 1 attached hereto.

 

Section 2.2             Deliveryof the Notes, Certificates and Documents.

 

(a)           The Seller willdeliver the Notes and Certificates to be sold by the Seller to the Class B Purchasersand to the O/C Purchaser, respectively, on the Closing Date. The time and dateof such delivery and payment shall be 10:00 a.m., New York City time, on theClosing Date or such other time and date as the Purchasers and the Seller mayagree upon in writing.

 

(b)           The documents to bedelivered on the Closing Date by or on behalf of the parties hereto pursuant toSection 3.1 hereof will be delivered at the offices of Orrick, Herrington &Sutcliffe LLP, 666 Fifth Avenue, New York, NY 10103, 10:00 a.m., New York Citytime, on June 25, 2002, or such other time, place and date as each of theparties hereto may agree upon in writing.

 

ARTICLE III

CONDITIONSPRECEDENT

 

Section3.1     Conditions Precedent to the Purchase of theNotes and Certificates.  The obligations of the Class B Purchasers toacquire the Notes and of the O/C Purchaser to acquire the Certificate on theClosing Date shall be subject, in the discretion of each Purchaser, to thecondition that all representations and warranties and other statements of eachof the Seller and Providian herein are, at and as of the Closing Date, true andcorrect, and to the following additional conditions:

 

(a)           Each TransactionDocument and all of the other agreements identified or otherwise contemplatedby the Offering Circular and such Transaction Documents shall have been dulyentered into by all of the respective parties;

 

(b)           The conditions toclosing set forth in Section 6.1 of the Sale and Purchase Agreement shall havebeen satisfied on or prior to the Closing Date and the transactions set forthin Section 2.1 of the Sale and Purchase Agreement shall have been consummatedon or prior to the Closing Date;

 

5

----

 

(c)           Orrick, Herrington& Sutcliffe LLP shall have furnished to each Purchaser its writtenopinions, dated the Closing Date, in form and substance satisfactory to eachPurchaser and counsel for such Purchaser;

 

(d)           Richards, Layton& Finger, special Delaware counsel to the Seller, shall have furnished toeach Purchaser its written opinions, dated the Closing Date, in form andsubstance satisfactory to each Purchaser and counsel for such Purchaser;

 

(e)           Cravath, Swaine& Moore, special New York counsel to the Seller and Providian, shall havefurnished to each Purchaser its written opinions, dated the Closing Date, onFIRREA, non-consolidation, security interest and corporate matters and otherrelated matters, in form and substance satisfactory to each Purchaser andcounsel for such Purchaser;

 

(f)            Wachtell, Lipton,Rosen & Katz LLP, special New York counsel to the Seller and Providian,shall have furnished to each Purchaser its written opinion to be delivered toeach Purchaser pursuant to Section 6.1(k) of the Sale and Purchase Agreement,in form and substance satisfactory to each Purchaser and counsel for suchPurchaser;

 

(g)           Gallagher, Callahanand Gartrell, P.A., special New Hampshire counsel to the Seller and Providian,shall have furnished to each Purchaser its written opinion, dated the ClosingDate, on matters governed by New Hampshire law, in form and substancesatisfactory to each Purchaser and counsel for such Purchaser;

 

(h)           The in-house counselto Providian (who may be the General Counsel or an Associate General Counsel ofProvidian) shall have furnished to each Purchaser his or her written opinion,dated the Closing Date, on matters relating to Providian in form and substancesatisfactory to each Purchaser and counsel for such Purchaser;

 

(i)            Orrick, Herrington& Sutcliffe LLP, special New York counsel to each of the Purchasers, shallhave furnished to each Purchaser its written opinion, dated the Closing Date,on the Offering Circular in form and substance satisfactory to such Purchaser;

 

(j)             In-house counselto CompuCredit Corporation, a Georgia corporation, shall have furnished to eachPurchaser its written opinion, dated the Closing Date, in form and substancesatisfactory to each Purchaser and counsel for such Purchaser;

 

(k)           Thacher Proffitt& Wood LLP, counsel for the Indenture Trustee and Note Administrator, shallhave furnished to each Purchaser its written opinion, dated the Closing Date,in form and substance satisfactory to each Purchaser and counsel for suchPurchaser;

 

6

----

 

(l)            Richards, Layton& Finger, counsel for the Owner Trustee, shall have furnished to eachPurchaser its written opinion, dated the Closing Date, in form and substancesatisfactory to each Purchaser and counsel for such Purchaser;

 

(m)          Ernst & YoungLLP, as independent accountants of Providian, shall have furnished to eachPurchaser a letter or letters, dated on the date hereof, and a letter orletters, dated the Closing Date, respectively, containing statements andinformation of the type customarily included in accountants’ “agreed uponprocedures letters” with respect to certain financial information provided byProvidian contained in the Offering Circular;

 

(n)           Each of the Sellerand Providian shall have furnished or caused to be furnished to each Purchaseron the Closing Date certificates of its officers satisfactory to each Purchaseras to the accuracy in all material respects of its representations andwarranties herein at and as of the Closing Date, as to the performance in allmaterial respects of all of its obligations hereunder to be performed at orprior to the Closing Date, as to the matters set forth in Sections 3.1(a) inrespect of the Seller or Providian, as applicable, and as to such other mattersas each Purchaser may reasonably request;

 

(o)           All conditionsprecedent in the Certificate Purchase Agreement shall have been satisfied; and

 

(p)           All opinions,certificates and other documents incident to, and all proceedings in connectionwith the transactions contemplated by, this Agreement and each of the otherTransaction Documents shall be satisfactory in form and substance to eachPurchaser and its counsel, and each Purchaser and its counsel shall havereceived copies of such opinions, certificates and other documents as they mayreasonably request.

 

The delivery of this Agreement on the ClosingDate shall be deemed to be an acknowledgment by each Purchaser and its counselthat the form and substance of any written opinions required under this Section3.1 are satisfactory.

 

ARTICLE IV

INDEMNIFICATION

 

Providian shall indemnify and hold harmlesseach Purchaser and its respective members, officers, directors, employees,agents and representatives, against any and all losses, claims, damages,liabilities or expenses (including reasonable legal and accounting fees) (collectively,“Losses”), as incurred (payable promptly upon written request), for oron account of or arising from or in connection with or otherwise with respectto any breach of any representation, warranty or covenant in this Agreement orin any certificate delivered pursuant hereto of Providian or, as long asProvidian is the Accounts Owner, of the Transferor.

 

7

----

 

ARTICLE V

MISCELLANEOUS

 

Section 5.1             Waivers;Remedies. No failure or delay on the part of any Purchaser in exercising anypower, right or remedy under this Agreement shall operate as a waiver thereof,nor shall any single or partial exercise of any such power, right or remedypreclude any other further exercise thereof or the exercise of any other power,right or remedy.  The rights andremedies herein provided shall be cumulative and nonexclusive of any rights orremedies provided by law.

 

Section 5.2             Amendments,Waivers and Consents.  No amendment to or waiver of any provision of this Agreement, norany consent to departure by Seller or any Purchaser therefrom, shall beeffective unless the same shall be in writing and signed by the parties hereto.

 

Section 5.3             Notices, Etc.  Except where instructions or notices areauthorized herein to be given by telephone, all notices, demands, instructionsand other communications required or permitted to be given to or made upon anyparty hereto shall be in writing and shall be sent by mail, overnight deliveryservice, facsimile transmission (with a printed or telephone confirmation ofthe receipt thereof) or email (with a telephone confirmation of the receiptthereof) and shall be deemed to be given for purposes of this Agreement uponreceipt.  Unless otherwise specified ina notice sent or delivered in accordance with the foregoing provisions of thisSection 5.3, notices, demands, instructions and other communications in writingshall be given to or made upon the respective parties hereto at theirrespective addresses or facsimile numbers indicated on the attached Annex A.

 

Section 5.4             Governing Law; Submission toJurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED INACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.  THE PARTIES HERETO EACH HEREBY SUBMITS TO THENONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERNDISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEWYORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THISAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 5.5             Severability.  Any provisions of this Agreement which areprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

 

Section 5.6             Counterparts.  This Agreement may be executed in any numberof counterparts, each of which so executed shall be deemed to be an original,but all of such counterparts shall together constitute but one and the sameinstrument.

 

Section 5.7             Nonpetition Covenant.  Notwithstandingany prior termination of this Agreement, each Purchaser agrees that it willnot, prior to the date which is one year and one day after the day upon whichthe Securities and the Notes have

 

8

----

 

been paid in full, acquiesce,petition or otherwise invoke or cause the Seller or the Trust to invoke theprocess of any Governmental Authority for the purpose of commencing orsustaining a case against the Seller or the Trust under any Federal or statebankruptcy, insolvency or similar law or appointing a receiver, conservator,liquidator, assignee, trustee, custodian, sequestrator or other similarofficial of the Seller or the Trust or any substantial part of its property orordering the winding-up or liquidation of the affairs of the Seller or the Trust.

 

Section 5.8             Successors and Assigns.  ThisAgreement shall be binding on the parties hereto and their respectivesuccessors and permitted assigns; provided, however, that noparty hereto may assign any of its rights or delegate any of its duties hereunderwithout the prior written consent of each other party hereto.

 

Section 5.9             NoRecourse. No recourse under or with respect to any obligation, covenant oragreement (including, without limitation, the payment of any fees or any otherobligations) of Providian, the Seller or any Purchaser as contained in thisAgreement or any other agreement, instrument or document entered into by itpursuant hereto or in connection herewith shall be had against anyadministrator of any of them or any incorporator, affiliate, stockholder,officer, employee, member, manager or director of any of them or of any suchadministrator, as such, by the enforcement of any assessment or by any legal orequitable proceeding, by virtue of any statute or otherwise; itbeingexpresslyagreedandunderstood that the agreementsof each of Providian, the Seller and the Purchasers contained in this Agreementand all of the other agreements, instruments and documents entered into by itpursuant hereto or in connection herewith are, in each case, solely thecorporate or limited liability company obligations of any such entity; and thatno personal liability whatsoever shall attach to or be incurred by anyadministrator of Providian, the Seller or any Purchaser or any incorporator,stockholder, affiliate, officer, employee, member, manager or director ofProvidian, Seller or any Purchaser or of any such administrator, as such, orany of them, under or by reason of any of the obligations, covenants oragreements of Providian, Seller or any Purchaser, contained in this Agreementor in any other such instrument, document or agreement, or which are impliedtherefrom, and that any and all personal liability of every such administratorof such Providian, Seller or Purchaser and each incorporator, stockholder,affiliate, officer, employee, member, manager or director of Providian, Selleror Purchaser or of any such administrator, or any of them, for breaches byProvidian, Seller or Purchaser of any such obligations, covenants oragreements, which liability may arise either at common law or in equity, bystatute or constitution, or otherwise, is hereby expressly waived as acondition of, and in consideration for, the execution of this Agreement.

 

(b)           The provisions ofthis Section 5.9 shall survive the termination of this Agreement.

 

The obligations of the Seller arising underthis Agreement shall be payable solely from amounts available therefor inaccordance with the Series 2002-1 Indenture Supplement and amounts otherwisereleased by the Trust to the Transferor as holder of the Transferor Amount orany other interest in the Trust.

 

9

----

 

Section 5.10           FurtherAssurances.

 

(a)           Each of Providianand the Seller agrees to do such further acts and things and to execute anddeliver to each Purchaser and Servicer such additional assignments, agreements,powers and instruments as are reasonably required by such party to carry intoeffect the purposes of this Agreement or to better assure and confirm unto suchparty its rights, powers and remedies hereunder.

 

(b)           Each Purchaser eachagrees to do such further acts and things and to execute and deliver toProvidian and the Seller such additional assignments, agreements, powers andinstruments as are reasonably required by such party to carry into effect thepurposes of this Agreement or to better assure and confirm unto such party itsrights, powers and remedies hereunder.

 

10

----

 

IN WITNESS WHEREOF, the parties hereto haveexecuted and delivered this Series 2002-1 Class B Notes and Series 2002-1 O/CCertificates Purchase Agreement as of the date first written above.

 
|   | PACCT, LLC,  as Seller                                                     |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |   |
|   |                                                                       |   |
|   | By:                                                                        |   |
|   |                                                                       | Name: |
|   |                                                                       | Title: |
|   |                                                                       |   |
|   | PROVIDIAN NATIONAL BANK  in its individual capacity and as Accounts  Owner |
|   |                                                                       |   |
|   |                                                                       |   |
|   | By:                                                                        |   |
|   |                                                                       | Name: |
|   |                                                                       | Title: |

 

11

----

 
|   |                                              |   |
|--------|---------------------------------------------------|--------|
|   | CSG, LLC  as Class B Purchaser                    |
|   |                                              |   |
|   | On behalf of MTGLQ Investors, L.P.                |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |   |
|   |                                              | Name:  |
|   |                                              | Title: |
|   |                                              |   |
|   |                                              |   |
|   | On behalf of SB Funding Corp.                     |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |   |
|   |                                              | Name:  |
|   |                                              | Title: |
|   |                                              |   |
|   |                                              |   |
|   | On behalf of CompuCredit  Acquisition Corporation |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |   |
|   |                                              | Name:  |
|   |                                              | Title: |
|        |                                                   |        |  |

 

12

----

 
|   | CSG FUNDING, LLC  as O/C Purchaser   |
|--------|--------------------------------------|
|   |                                 |   |
|   | By CSG, LLC, the sole Member         |
|   |                                 |   |
|   | COMPUCREDIT ACQUISITION  CORPORATION |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   | Name:                                |
|   | Title:                               |
|   |                                 |   |
|   | MTGLQ INVESTORS, L.P.                |
|   |                                 |   |
|   | By:                                  |   |
|   | Name:                                |
|   | Title:                               |
|   |                                 |   |
|   |                                 |   |
|   | SB FUNDING CORP.                     |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   | Name:                                |
|   | Title:                               |

 

13

----

Schedule 1

 
| **Name**         |   | **Type of  Security** |   | **Face/Invested  Amount** |       | **Purchase  Price** |   |
|------------------|--------|-----------------------|--------|---------------------------|------------|---------------------|--------|
| CSG, LLC         |   | Class B Note          |   | $                         | 45,532,290 |                | $      | 45,532,290 |   |
| CSG Funding, LLC |   | O/C Certificate       |   | $                         | 46,770,753 |                | $      | 46,770,753 |   |

 

14

----