**Exhibit 10.1**

 

**AMENDMENTTO AFFINITY CARD AGREEMENT**

 

THISAMENDMENT TO AFFINITY CARD AGREMENT (this “Amendment”) is dated as of September23, 2002, among COLUMBUS BANK AND TRUST COMPANY (“CB&T”), COMPUCREDITCORPORATION, a Georgia corporation (“COMPUCREDIT”) and COMPUCREDIT ACQUISITIONCORPORATION, a Nevada corporation (“CAC”).

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# **RECITALS**

WHEREAS, CB&T, CompuCredit and CAC are parties tothat certain Affinity Card Agreement dated as of January 6, 1997 (as amendedprior to the date hereof, the “Agreement”);

 

WHEREAS,CB&T, CompuCredit and CAC wish to amend the Agreement to extend the termthereof and to make certain other changes, all as hereinafter set forth;

 

NOW,THEREFORE, for and in consideration of the above premises and other good andvaluable consideration, the receipt and sufficiency of which hereby isacknowledged by the parties hereto, the parties hereto covenant and agree asfollows:

 

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

 

Section 1.1.  Section 1.1 of the Agreement is herebyamended by the addition of the following definitions:

 

“Pledge and Security Agreement” shall mean theSecurity and Pledge Agreement, dated as of the date hereof, between CompuCreditand CB&T.

 

Section 1.2.  Section 3.3 of the Agreement is herebyamended by deleting the third sentence thereof in its entirety.

 

Section 1.3.  Article 8.1(a) of the Agreement is herebyamended to read as follows:

 

“This Agreement shall continue in full force andeffect until March 31, 2006 unless otherwise terminated as provided in Section8.1(b) or (c) herein.  This Agreementshall be extended for renewal terms of two (2) years each  (“Renewal Term”), unless one party notifiesthe other party of its intent to terminate this Agreement at least 180 daysprior to the end of the term hereof or any Renewal Term.  The Termination of this Agreement shall notterminate, affect or impair any rights, obligations or liabilities of eitherparty hereto that may accrue prior to such termination or that, under the termsof this Agreement, continue after the termination.”

 

Section 1.4.  Section 8.1(b)(i)(A) shall be amended byadding the following subparagraph (4):

 

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(4)          an “Event of Default”under the Pledge and Security Agreement shall have occurred, or CompuCreditshall fail to comply with its obligation under Section 4.02(c) of the Pledgeand Security Agreement.

 

Section8.1(b)(i)(A) shall be further amended by amending the paragraph immediatelyfollowing the numbered subparagraphs to read as follows:

 

“Notwithstanding the foregoing, except in the case ofan Event of Default described in clauses (1) or (4) above, notice oftermination  may not be sent until theparty 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 Agreementshall be and remain in full force and effect, and shall constitute therespective legal, valid, binding and enforceable obligations of the partiesthereto.

 

Section 3.  Counterparts.  ThisAmendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed anddelivered 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 withoutsubstantive meaning or content of any kind whatsoever and are not a part of theagreements among the parties hereto evidenced hereby.

 

Section 5.  Governing Law. This Amendment shall be governed by and construed and interpreted inaccordance with the laws of Georgia.

 

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IN WITNESS WHEREOF, each of the parties hereto hascaused this Amendment to be duly executed, under seal, by its duly authorizedofficer 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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