**EXHIBIT10.2(a)**

 

**EXECUTIONCOPY**

 

 

**CSGQTRUST,**

 

Issuer

 

**CITIBANK,N.A.**

 

Note Administrator

 

and

 

**U.S.BANK NATIONAL ASSOCIATION**

 

Indenture Trustee

 

 

**SERIES2002-A INDENTURE SUPPLEMENT, VARIABLE FUNDING NOTES**

 

Dated as of June 25, 2002

 

 

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**TABLE OFCONTENTS**

 
| ARTICLE  I     | Creation of the  Series 2002-A Notes                                                      |
|----------------|-------------------------------------------------------------------------------------------|
| Section 1.01.  | Designation                                                                               |
| ARTICLE  II    | Definitions                                                                               |
| Section 2.01.  | Definitions                                                                               |
| ARTICLE III    | Servicing Fee                                                                             |
| Section 3.01.  | Servicing  Compensation                                                                   |
| ARTICLE  IV    | Rights of Series  2002-A Noteholders  and Allocation and  Application of Collections |
| Section  4.01. | Collections  and Allocations                                                              |
| Section 4.02.  | Principal  Balance Increases                                                              |
| Section 4.03.  | Daily Application of  Collections; Reimbursement of Intra-Month Increase Amounts          |
| Section 4.04.  | Required Coverage  Amount                                                                 |
| Section 4.05.  | Application of Available  Finance Charge Collections and Available Principal Collections  |
| Section 4.06.  | Defaulted Amounts;  Investor Charge-Offs                                                  |
| Section 4.07.  | Determination of  LIBOR                                                                   |
| Section  4.08. | Shared  Principal Collections                                                             |
| ARTICLE  V     | Delivery of Series  2002-A Notes; Distributions; Reports to Series 2002-A Noteholders     |
| Section 5.01.  | Delivery and Payment  for the Series 2002-A Notes                                         |
| Section 5.02.  | Distributions                                                                             |
| Section 5.03.  | Reports and  Statements to Series 2002-A Noteholders                                      |
| ARTICLE  VI    | Series 2002-A Voting                                                                      |
| Section 6.01.  | Voting in Event of  Default                                                               |
| ARTICLE VII    | Redemption  of Series 2002-A Notes; Final Distributions; Series Termination               |
| Section 7.01.  | Clean-up Call; Redemption  Event Issuance; Redemption upon Auction; Final Distributions   |
| ARTICLE VIII   | Miscellaneous Provisions                                                                  |
| Section 8.01.  | Ratification of Indenture                                                                 |
| Section 8.02.  | Counterparts                                                                              |
| Section 8.03.  | Governing Law                                                                             |
| Section 8.04.  | Private Placement of  Series 2002-A Notes; Form of Delivery of Series 2002-A Notes        |
| Section 8.05.  | Successors and Assigns                                                                    |
| Section  8.06. | [Reserved].                                                                               |
| Section 8.07.  | Transfer of the  Notes                                                                    |

 

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| EXHIBITS  |                              |
|-----------|-----------------------------------|
| EXHIBIT A | FORM OF NOTE                      |
|      |                              |
| EXHIBIT B | FORM OF STATEMENT TO  NOTEHOLDERS |

 

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SERIES 2002-A INDENTURE SUPPLEMENT, dated as of June25, 2002 (this “**Indenture Supplement**”), between CSGQTrust, a business trust organized and existing under the laws of the State ofDelaware (herein, the “**Issuer**” or the “**Trust**”), U.S. BankNational Association, a banking corporation organized and existing under thelaws of the State of New York, not in its individual capacity, but solely asindenture trustee (herein, together with its successors in the truststhereunder as provided in the Master Indenture referred to below, the “**IndentureTrustee**”) under the Master Indenture, dated as of June 25, 2002(as amended to date, the “**Indenture**”) between the Issuer and theIndenture Trustee (the Indenture, together with this Indenture Supplement, the“**Agreement**”)and Citibank, N.A., a national association, as note administrator (herein,together with its successors in the trusts hereunder, called the “**NoteAdministrator**”).

 

Pursuant to Section 2.11 of the Indenture, theTransferor may direct the Issuer to issue one or more Series of Notes.  The Principal Terms of this Series are setforth in this Indenture Supplement to the Indenture.

 

ARTICLE I

 

CREATION OF THE SERIES 2002-A NOTES

 

Section 1.01.          Designation

 

(a)           Thereis hereby created and designated a Series of Notes to be issued pursuant to theIndenture and this Indenture Supplement to be known as “CSGQ Trust, Series2002-A Variable Funding Notes” or the “Series 2002-A Notes.”  The Series 2002-A Notes shall be issued in asingle class.  The Series 2002-A Notesshall be due and payable on the Final Maturity Date.  The Series 2002-A Notes shall be issued in minimum amounts of$1.00.

 

(b)           Series2002-A shall be a Principal Sharing Series. Series 2002-A shall not be subordinated to any other Series.

 

(c)           Notwithstandingsection 3.07 of the Transfer andServicing Agreement, the Issuer agrees, andeach Purchaser and the Transferor will be deemed to agree, to treat the Series2002-A Notes for federal, state and local income and franchise tax purposes asrepresenting an equity interest in the assets of the Trust.

 

[END OF ARTICLE I]

 

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ARTICLE II

 

DEFINITIONS

 

Section 2.01.          Definitions

 

(a) Whenever used in this Indenture Supplement, the followingwords and phrases shall have the following meanings, and the definitions ofsuch terms are applicable to the singular as well as the plural forms of suchterms and the masculine as well as the feminine and neuter genders of suchterms.

 

“Allocable Finance Charge Collections” shallmean an amount equal to, with respect to any Monthly Period, the product of(i) the Floating Allocation Percentage and (ii) Collections ofFinance Charge Receivables for such Monthly Period.

 

“Allocable Principal Collections” shall mean anamount equal to, with respect to any Monthly Period the product of (i) theFixed Allocation Percentage and (ii) Collections of Principal Receivablesfor such Monthly Period.

 

“Available Finance Charge Collections” shallmean with respect to any Monthly Period an amount equal to the sum of (a)Allocable Finance Charge Collections for such Monthly Period *plus*(b) Reallocated Principal Collections for such Monthly Period.

 

“Available Principal Collections” shall mean,with respect to any Monthly Period, an amount equal to the sum of (a) theAllocable Principal Collections for such Monthly Period, (b) any SharedPrincipal Collections with respect to other Series that are allocated to Series2002-A in accordance with Section 8.05 of the Indenture and Section 4.08hereof and (c) any other amounts which pursuant to Section 4.05(a)(iii)and (iv) hereof are to be treated as Available Principal Collections withrespect to the related Distribution Date.

 

“Clean-up Call” shall have the meaningspecified in subsection 7.01(a).

 

“Closing Date” shall mean June 25, 2002.

 

“Distribution Date” shall mean July 17, 2002and the seventeenth day of each calendar month thereafter, or if suchseventeenth day is not a Business Day, the next succeeding Business Day.

 

“Final Maturity Date” shall mean theDistribution Date occurring in June 2012.

 

“Fixed Allocation Percentage” shall mean anamount equal to the percentage equivalent of a fraction, the numerator of whichis either (a) with respect to any Monthly Period during a rapid amortizationperiod with respect to the Issuer’s Series 2002-1 Notes, the Invested Amount asof the close of business on the last day of the Monthly Period preceding thecommencement of the rapid amortization period with respect to the Issuer’sSeries 2002-1 Notes or (b) with respect to all other Monthly Periods, theInvested Amount on the close of

 

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business on the last day of the prior Monthly Period and thedenominator of which is the greater of (a) the aggregate amount ofPrincipal Receivables and Finance Charge Receivables as of the close ofbusiness on the last day of the prior Monthly Period (or with respect to thefirst Monthly Period, the aggregate amount of Principal Receivables and FinanceCharge Receivables as of the close of business on the Cut-Off Date) and(b) the sum of the numerators used to calculate the allocation percentageswith respect to Principal Collections for all outstanding series on the date ofdetermination.

 

“Floating Allocation Percentage” shall mean anamount equal to, with respect to any Monthly Period, the percentage equivalentof a fraction, the numerator of which is the Invested Amount as of the last dayof the immediately preceding Monthly Period (or with respect to the firstMonthly Period, the initial Invested Amount) and the denominator of which isthe greater of (a) the aggregate amount of Principal Receivables and FinanceCharge Receivables as of the last day of the prior Monthly Period (or withrespect to the first Monthly Period, the aggregate amount of PrincipalReceivables and Finance Charge Receivables as of the Cut-Off Date) and (b) thesum of the numerators used to calculate the Floating Allocation Percentage forall Series.

 

“Funding Event” shall mean the failure of thePurchaser to fund a Net Purchase Requirement under Section 4.02 herein and inthe Note Purchase Agreement.

 

“Increase Amount” shall mean, on any BusinessDay and with respect to a Note, the amount remitted by the related Purchaser tofund an increase in the principal balance of such Note pursuant to Section4.02(a).

 

“Increase Date” shall have the meaningspecified in subsection 4.02(a) of this Indenture Supplement.

 

“Initial Invested Amount” shall mean $0.

 

“Interest Period” shall mean, with respect toany Distribution Date, the period from and including the Distribution Dateimmediately preceding such Distribution Date (or, in the case of the firstDistribution Date, from and including the Closing Date) to but excluding suchDistribution Date.

 

“Invested Amount” shall mean, on any date ofdetermination, an amount equal to (a) the Initial Invested Amount *plus*(b)the aggregate principal amount of Increase Amounts pursuant to Section 4.02 onor prior to such date that were not reimbursed during the related MonthlyPeriod pursuant to Section 4.03(ii) *minus* (c) the aggregate amount ofprincipal payments made with respect to the Notes prior to such date pursuantto Section 4.05(b)(ii) *minus* (d) the amount by which the InvestedAmount has been reduced on or prior to such date due to Investor Charge-Offspursuant to Section 4.06(a); *plus* (e) the amount by which the InvestedAmount has been increased on all prior Distribution Dates due to reimbursementsof Investor Charge-Offs pursuant to Section 4.06(b) *plus* the amount by which theInvested Amount has been increased by the application of Series Post PaymentAdjustment Amounts (if such amount is positive) on all prior Distribution Datespursuant to Section 4.06(b); *provided, however,* that the InvestedAmount shall not be reduced below zero.

 

“Investor Charge-Offs” shall have the meaningspecified in Section 4.06.

 

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“Investor Default Amount” shall mean, withrespect to any Monthly Period, an amount equal to the product of (a) theDefaulted Amount for such Monthly Period and (b) the Floating AllocationPercentage for such Monthly Period.

 

“LIBOR” shall have the meaning specified in Section 4.07.

 

“LIBOR Determination Date” shall mean (i) June21, 2002 for the first Interest Period and (ii) the second London Business Dayprior to the commencement of the second and each subsequent Interest Period.

 

“London Business Day” shall mean any BusinessDay on which dealings in deposits in United States dollars are transacted inthe London interbank market.

 

“Monthly Interest” shall mean an amount equalto the product of (i) a fraction, the numerator of which is the actual numberof days in the related Interest Period and the denominator of which is 360,(ii) the Note Interest Rate in effect with respect to the related InterestPeriod and (iii) the Principal Balance as of the close of business on the lastday of the preceding Monthly Period (or, with respect to the initialDistribution Date, the Initial Invested Amount).

 

“Monthly Servicing Fee” shall have the meaningspecified in Section 3.01.

 

“Net Purchase Requirement” shall mean withrespect to any Business Day (a) the purchase price for Principal Receivablesrequired to be paid by the Issuer to the Transferor with respect to suchBusiness Day minus (b) the amount of Collections of Receivables which areallocable to any Series and available for the purchase of new PrincipalReceivables with respect to such Business Day plus (c) the aggregate amount ofany Net Purchase Requirements which were not previously funded by thePurchasers to the extent such amounts were not funded for reasons other than afailure of a Secondary Purchaser to fund its obligations pursuant to thisAgreement or the Note Purchase Agreement.

 

“Non-Conforming Terms Change Receivables” shallmean Receivables with respect to which (a) the Accounts Owner (i) fails toimplement a change requested by CSG, LLC under the Accounts Ownership Agreementand (ii) fails to present documentation, within ten (10) Business Days afterreceiving such request for an Account change, evidencing the rights of suchAccounts Owner to object to, and decline to implement, such change inaccordance with the terms of Section 2.02 of the Accounts Ownership Agreement,and (b) the Servicer has notified the Purchaser and the Trust that CSG, LLC hasdetermined to suspend purchases rather than seek injunctive relief with respectto such failure pursuant to such Section.

 

“Noteholder” shall mean the Person in whosename a Note is registered in the Note Register.

 

“Note Interest Rate” shall mean a per annumrate of 3.00% in excess of LIBOR as determined on the related LIBORDetermination Date with respect to each Interest Period.

 

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“Note Purchase Agreement” shall mean the NotePurchase Agreement, dated as of June 25, 2002, among the Issuer, CSG, LLC, andthe Secondary Purchasers and the Purchaser, and all amendments thereto.

 

“Notes” shall mean any one of the Series 2002-AVariable Funding Notes executed by the Issuer and authenticated by or on behalfof the Indenture Trustee, substantially in the form of Exhibit A.

 

“Pre-Adjustment Invested Amount” shall mean oneach Distribution Date (a) the Invested Amount as of the end of the priorMonthly Period minus (b) the amount by which the Investor Default Amountexceeds the amount of Available Finance Charge Collections allocated to fundsuch amount on such date minus (c) the amount of Reallocated PrincipalCollections on such date minus (d) the amount of principal paid to reduce theInvested Amount on such date plus (e) the amount of prior Investor Charge-Offsto be reimbursed on such date.

 

“Pre-Adjustment Transferor Amount” shall meanon each Distribution Date the Transferor Amount as of the end of the priorMonthly Period minus all Defaulted Amounts and Collections allocated to theTransferor Amount on the related Determination Date.

 

“Principal Balance” shall mean an amount equalto (a) the initial Invested Amount *plus* (b) the aggregate amount of theIncrease Amounts of the Notes *minus* (c) all payments on the Notespursuant to Section 4.03(ii) and Section 4.05(b)(iii).

 

“Principal Shortfall” shall have the meaningset forth in Section 4.08.

 

“Program Expenses” shall mean the product of (i)the fees and certain expenses of the Indenture Trustee, the Note Administrator,the Owner Trustee, the Certificate Administrator and the Certificate Trustee asspecified in each of the related fee agreements with each such party andcertain other program expenses, including any indemnity obligation of theIssuer, and (ii) a fraction, the numerator of which is the Invested Amount asof the last day of the immediately preceding Monthly Period (or with respect tothe first Monthly Period, the Initial Invested Amount) and the denominator ofwhich is the Invested Amount for Series 2002-1 and Series 2002-A.

 

“Purchasers” shall mean CSG, LLC, a Delawarelimited liability company, together with its successors and permitted assignsand the Secondary Purchasers.

 

“Reallocated Principal Collections” shall mean,with respect to any Distribution Date, the amount of Available PrincipalCollections applied pursuant to Section 4.05(b)(i).

 

“Redemption Amount” shall mean with respect toany day an amount equal to (a) with respect to a Clean-up Call or Redemptionupon Auction (i) the Principal Balance of the Notes *plus* any amounts due withrespect to Program Expenses which are due but unpaid *plus* any accrued unpaidMonthly Servicing Fee (after giving effect to any deposits and distributionsotherwise to be made on such day if such day is a Distribution Date) *plus*any Available Finance Charge Collections received prior to the effective dateof the related Clean-up Call, Redemption Event Issuance or Redemption uponAuction, as applicable, in excess of the amount required to pay any due butunpaid Program Expenses and Monthly Servicing Fee or (ii) such lesser amount

 

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agreed to by the Noteholder or (b) with respect to a Redemption EventIssuance, (i) the amount required to reduce the Principal Balance of the Notesto zero or (ii) such lesser amount agreed to by the Noteholder other than withrespect to Program Expenses and any accrued unpaid Monthly Servicing Fee.

 

“Redemption Event Issuance” shall have themeaning specified in Section 7.01(b).

 

“Redemption upon Auction” shall have themeaning specified in Section 7.01(c).

 

“Required Coverage Amount” shall have themeaning specified in Section 4.04.

 

“Reserve Account” shall have the meaningspecified in the Reserve Account Agreement.

 

“Reserve Account Agreement” shall mean theReserve Account Agreement dated as of June 25, 2002 between the Citibank, N.A.,as Reserve Account Administrator and CSG, LLC.

 

“Secondary Purchaser” shall have the meaningspecified in the Note Purchase Agreement.

 

“Series 2002-A” shall mean the Series of Notesthe terms of which are specified in this Indenture Supplement.

 

“Series Post Payment Adjustment Amount” shallmean an amount equal to the product of (i) (a) the Pre-Adjustment InvestedAmount relating to Series 2002-A divided by (b) the Pre-Adjustment InvestedAmounts for all outstanding Series and (ii) the Trust Post Payment AdjustmentAmount.

 

“Servicing Fee Rate” shall mean 5.00% perannum.

 

“Shared Principal Collections” shall meanShared Principal Collections as defined and described in Section 8.05 of theIndenture; and amounts to be treated as Shared Principal Collections under thisSupplement are described in Sections 4.05(b)(iv).

 

“Special VFN Allocation” shall mean on eachDistribution Date an amount equal to the amount required to pay, afterapplication of Section 4.05(b)(iii) of the Indenture Supplement relating to theIssuer’s Series 2002-1 on such Distribution Date, the outstanding principal balanceof the Issuer’s Series 2002-1 Class A-1 Notes, Class A-2 Notes and Class A-3Notes in full.

 

“Statement to Noteholders” shall have themeaning specified in Section 5.03.

 

“Transfer” shall have the meaning set forth inSection 8.07.

 

“Trust Post Payment Adjustment Amount” shall mean on eachDistribution Date an amount (which may be positive or negative) equal to (i)the aggregate balance of Principal

 

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Receivables and Finance Charge Receivables as of theend of the prior Monthly Period *minus* (ii) the sum of (x) thePre-Adjustment Invested Amount for all Series and (y) the Pre-AdjustmentTransferor Amount

 

(b) Each capitalized term defined herein shall relateto the Series 2002-A Notes and no other Series of Notes issued by the Trust,unless the context otherwise requires. All capitalized terms used herein and not otherwise defined herein havethe meanings ascribed to them in the Indenture or the Transfer and ServicingAgreement.  In the event that any termor provision contained herein shall conflict with or be inconsistent with anyterm or provision contained in the Indenture or the Transfer and ServicingAgreement, the terms and provisions of this Indenture Supplement shall govern.

 

(c) The words “hereof,” “herein,” “hereunder” andwords of similar import when used in this Indenture Supplement shall refer tothis Indenture Supplement as a whole and not to any particular provision ofthis Indenture Supplement; references to any Article, subsection, Section orExhibit are references to Articles, subsections, Sections and Exhibits in or tothis Indenture Supplement unless otherwise specified; and the term “including”means “including without limitation.”

 

[END OF ARTICLE II]

 

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ARTICLE III

 

SERVICING FEE

 

Section 3.01.          ServicingCompensation.  Theshare of the Servicing Fee allocable to the Series 2002-A Noteholders withrespect to any Distribution Date (the “**Monthly Servicing Fee**”) shall be equalto one-twelfth (or, with respect to the first Distribution Date, 5/360) of theproduct of (a) the Servicing Fee Rate, (b) the Floating AllocationPercentage and (c)(i) the sum of (A) the amount of Principal Receivables andFinance Charge Receivables on the first day of the Monthly Period precedingsuch Distribution Date (or, with respect to the first Distribution Date, theClosing Date) and (B) the amount of Principal Receivables and Finance ChargeReceivables on the last day of the Monthly Period preceding such DistributionDate divided by (ii) two.

 

[END OF ARTICLE III]

 

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ARTICLE IV

 

RIGHTS OF SERIES 2002-A NOTEHOLDERSAND ALLOCATION AND APPLICATION OF COLLECTIONS

 

Section 4.01.          Collectionsand Allocations.

 

(a) Allocations.  Prior to the close of business on each Deposit Date, Collectionsof Finance Charge Receivables and Principal Receivables and DefaultedReceivables allocated to Series 2002-A pursuant to Article VIII of the Indentureshall be allocated and distributed as set forth in this Article.

 

(b) Allocations to the Series 2002-A Noteholders.  On each Deposit Date, the Servicer shallallocate to the Series 2002-A Noteholders the following amounts as set forthbelow:

 

(i)            Allocations of Finance ChargeCollections.  The Servicer shallallocate to the Series 2002-A Noteholders and retain in the Collection Accounton each Deposit Date for application as provided herein an amount equal to theproduct of (A) the Floating Allocation Percentage and (B) the aggregate amountof Collections of Finance Charge Receivables received by the Servicer anddeposited to the Collection Account on such Deposit Date.

 

(ii)           Allocations of PrincipalCollections.  The Servicer shallallocate collections of Principal Receivables to the Series 2002-A Noteholdersas provided herein in an amount equal to the product of (i) the FixedAllocation Percentage and (ii) the aggregate amount of collections ofPrincipal Receivables received by the Servicer and deposited to the CollectionAccount with respect to such Deposit Date.

 

Section 4.02.          PrincipalBalance Increases

 

(a) The Series 2002-A Noteholders agree, by acceptanceof their Series 2002-A Notes, that the Servicer, acting on behalf of the NoteAdministrator, shall, from time to time, request the Noteholders to fundincreases to the principal balance of their Notes on any Business Day (an “**Increase**Date”)in an aggregate amount equal to the Net Purchase Requirement with respect tosuch Business Day and the Noteholders hereby agree to fund such increases.  Each and every increase in the PrincipalBalance shall, however, be subject to the terms, conditions and restrictionsset forth in the Note Purchase Agreement unless, with respect to anyNoteholder, such Noteholder has waived any such terms, conditions andrestrictions.  Any increase shall bemade in accordance with the following procedures:

 

(i)            Nolater than 11:00 a.m. on any Business Day, the Note Administrator, upon receiptof timely instructions from the Servicer, shall withdraw such amounts as areavailable in the Reserve Account up to the Net Purchase Requirement for suchday and remit such amounts to the Transferor on such Increase Date.

 

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(ii)           Tothe extent additional funds are required to fund the Net Purchase Requirementafter giving effect to the amounts to be remitted pursuant to clause (i) above,the Note Administrator upon receipt of instructions received no later than11:00 a.m. on such Business Day from the Servicer shall notify CSG, LLC and theTransferor of the amount of any additional funds that are required to fund theNet Purchase Requirement.

 

(b) After giving effect to all remittances made by oron behalf of any Purchaser (including any Secondary Purchaser) with respect to theNet Purchase Requirement pursuant to Section 4.02(a) above, the NoteAdministrator, on the written instruction of the Servicer in accordance withthe Note Purchase Agreement, shall promptly annotate the Note Register toreflect the Increase Amount with respect to each Note.

 

Section 4.03.          DailyApplication of Collections; Reimbursement ofIntra-Month Increase Amounts.  TheNote Administrator, on the written instruction of the Servicer in accordancewith the Note Purchase Agreement, shall with respect to each Business Day in aMonthly Period during the reinvestment period, special reinvestment period orpartial reinvestment period of the Issuer’s Series 2002-1 Notes distributeAllocable Principal Collections and Allocable Finance Charge Collections on depositin the Collection Account on such Business Day in the following order ofpriority:

 

(i)            tothe Transferor, an amount equal to the product of (1) the Floating AllocationPercentage and (2) the sum of (A) the amount of all newly created PrincipalReceivables, other than Non-Conforming Terms Change Receivables, which arerequired to be funded on such Business Day *plus* (B) the amount of all PrincipalReceivables created on a prior Business Day during such Monthly Period whichwere not funded for any reason other than that such Principal Receivables wereNon-Conforming Terms Change Receivables; and

 

(ii)           tothe holders of the Notes, pro rata based on the outstanding principal balancesof the Notes, an amount equal to the product of (a) the Floating AllocationPercentage and (b) aggregate amount of Increase Amounts that were funded duringsuch Monthly Period and have not previously been reimbursed pursuant to thisSection 4.03(ii) during such Monthly Period.

 

Section 4.04.          RequiredCoverage Amount. With respect to each Distribution Date, the Note Administrator shalldetermine, based on the information provided to it by the Servicer no laterthan the Determination Date, the amount (the “**Required Coverage Amount**”),if any, by which (x) the sum of the amounts required pursuant tosubsections 4.05(a)(i) and (ii) for such Distribution Date exceeds (y) theAllocable Finance Charge Collections for such Distribution Date and availableto pay such amounts.

 

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Section 4.05.          Applicationof Available Finance Charge Collections and AvailablePrincipal Collections.

 

(a) The NoteAdministrator shall apply, based on the information provided to it by theServicer no later than the Determination Date, Available Finance Charge Collectionswith respect to each related Monthly Period in the following order of priority:

 

(i)            an amount equal to the ProgramExpenses for such Distribution Date plus the amount of any Program Expensespreviously due but not distributed on a prior Distribution Date shall bedistributed to the Indenture Trustee, Note Administrator, CertificateAdministrator, and Certificate Trustee, as applicable, on the relatedDistribution Date;

 

(ii)           an amount equal to the MonthlyServicing Fee for such Distribution Date *plus* the amount of any Monthly ServicingFee previously due but not distributed to the Servicer on a prior DistributionDate, shall be distributed to the Servicer on the related Distribution Date;

 

(iii)          an amount equal to the InvestorDefault Amount for such Distribution Date shall be treated as AvailablePrincipal Collections for such Distribution Date and applied pursuant to clause(b) hereof;

 

(iv)          an amount equal to the InvestorCharge-Offs with respect to the Notes which have not been previously reimbursedshall be treated as a portion of Available Principal Collections for suchDistribution Date and shall be applied pursuant to clause (b) hereof;

 

(v)           an amount equal to Monthly Interestshall be paid to the Noteholders on the related Distribution Date; and

 

(vi)          the balance, if any, shall be paid tothe Noteholders on the related Distribution Date.

 

(b) The NoteAdministrator shall apply, based on the information provided to it by theServicer no later than the Determination Date, Available Principal Collectionswith respect to each related Monthly Period in the following order or priority:

 

(i)            an amount equal to the RequiredCoverage Amount shall be distributed on the related Distribution Date by theNote Administrator to fund the Required Coverage Amount, if any, in thepriority set forth in subsections 4.05(a)(i) and (ii);

 

(ii)           if a Funding Event has occurred andhas not been cured, an amount equal to the Special VFN Allocation will be madeavailable to the Issuer’s Series 2002-1 and distributed on the relatedDistribution Date in accordance with the applicable Indenture Supplement;

 

(iii)          an amount equal to the unpaidPrincipal Balance shall be paid to the Noteholders on the related DistributionDate until the Principal Balance has been paid in full; and

 

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(iv)          an amount equal to the PrincipalShortfalls for all outstanding Series shall be treated as Shared PrincipalCollections and applied in accordance with Section 8.05 of the Indenture;and

 

(v)           the balance of such AvailablePrincipal Collections shall be paid to the O/C Holder.

 

Section 4.06.          DefaultedAmounts; Investor Charge-Offs.  (a) On each Determination Date, the NoteAdministrator shall calculate the Investor Default Amount, if any, for therelated Distribution Date.  If, on anyDistribution Date, the Investor Default Amount for the related Monthly Periodexceeds the amount of Allocable Finance Charge Collections available to bedistributed pursuant to Section 4.05(a)(iii) with respect to such MonthlyPeriod, the Invested Amount shall be reduced by the amount of such excess, butnot by more than the Investor Default Amount for such Distribution Date(together with the amounts described in the next sentence, an “**InvestorCharge-Off**”).  InvestorCharge-Offs will also include, and the Invested Amount shall be reduced by theamount of, Reallocated Principal Collections and any Series Post PaymentAdjustment Amount (if such amount is negative).

 

(b)  TheInvested Amount shall be increased on any Distribution Date by the amount ofAllocable Finance Charge Collections with respect to the related Monthly Periodwhich are allocated and available for that purpose pursuant to Section4.05(a)(iv) (but not by an amount in excess of the aggregate unreimbursedInvestor Charge-Offs) and by the Series Post Payment Adjustment Amount withrespect to such Distribution Date (if such amount is positive).

 

Section 4.07.          Determinationof LIBOR.

 

(a)  On eachLIBOR Determination Date, the Note Administrator shall determine LIBOR (“**LIBOR**”)on the basis of the rate for deposits in United States dollars for a one-monthperiod which appears on Telerate Page 3750 as of 11:00 a.m., London time, onsuch date.  If such rate does not appearon Telerate Page 3750, the rate for that LIBOR Determination Date shall bedetermined on the basis of the rates at which deposits in United States dollarsare offered by at least two major banks, selected by the Servicer, atapproximately 11:00 a.m., London time, on that day to prime banks in the Londoninterbank market for a one-month period. The Note Administrator shall request the principal London office of eachof such two major banks to provide a quotation of its rate.  If at least two (2) such quotations areprovided, the rate for that LIBOR Determination Date shall be the arithmeticmean of the quotations.  If fewer thantwo quotations are provided as requested, the rate for that LIBOR DeterminationDate will be the arithmetic mean of the rates quoted by major banks in New YorkCity, selected by the Servicer, at approximately 11:00 a.m., New York Citytime, on that day for loans in United States dollars to leading European banksfor a one-month period.

 

(b)  On eachLIBOR Determination Date, the Note Administrator shall notify the Servicer ofLIBOR for the following Interest Period.

 

Section 4.08.          SharedPrincipal Collections. Subject to Section 8.05 of the Indenture, Shared Principal Collectionsfor any Distribution Date will be allocated to Series 2002-A in an amount equalto the product of (x) the aggregate amount of Shared Principal

 

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Collections with respect to all Principal Sharing Series for suchDistribution Date and (y) a fraction, the numerator of which is thePrincipal Shortfall for such Distribution Date and the denominator of which isthe aggregate amount of Principal Shortfalls for all the Series which arePrincipal Sharing Series for such Distribution Date.  The “**Principal Shortfall**” for anyDistribution Date will be equal to the Invested Amount after the application ofall Collections other than Shared Principal Collections on such DistributionDate.

 

[END OF ARTICLE IV]

 

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ARTICLE V

 

DELIVERY OF SERIES 2002-A NOTES;DISTRIBUTIONS; REPORTS TO SERIES 2002-A NOTEHOLDERS

 

Section 5.01.          Deliveryand Payment for the Series 2002-A Notes.  The Issuer shall execute and issue, and theIndenture Trustee shall authenticate, the Series 2002-A Notes in accordancewith Section 2.03 of the Indenture.  TheNote Administrator shall deliver the Series 2002-A Notes to or upon the orderof the Issuer when so authenticated.

 

Section 5.02.          Distributions

 

(a)  On eachDistribution Date, the Note Administrator shall distribute to the Series 2002-ANoteholders of record on the preceding Record Date (other than as provided inSection 11.02 of the Indenture), such Noteholders’ pro rata share of thecollections of Finance Charge Receivables held by the Note Administrator thatare allocated and available on such Distribution Date to be distributed to theNoteholders pursuant to this Indenture Supplement.

 

(b)  On eachDistribution Date, the Note Administrator shall distribute to the Series 2002-ANoteholders of record on the preceding Record Date (other than as provided inSection 11.02 of the Indenture), such Noteholders’ pro rata share of theamounts held by the Note Administrator that are allocated and available on suchDistribution Date to pay principal on the Notes pursuant to this Indenture Supplementup to a maximum amount on any such date equal to the outstanding principalbalance on such date with respect to the Notes.

 

(c)  Thedistributions to be made pursuant to this Section 5.02 are subject to theprovisions of Sections 2.06, 6.01 and 7.01 of the Transfer and ServicingAgreement, Section 11.02 of the Indenture and Section 7.01 of thisIndenture Supplement.

 

(d)  Except asprovided in Section 11.02 of the Indenture with respect to a finaldistribution, distributions to Series 2002-A Noteholders hereunder shall bemade by (i) wire transfer in immediately available funds and(ii) without presentation or surrender of any Series 2002-A Note or themaking of any notation thereon.

 

Section 5.03.          Reportsand Statements to Series 2002-A Noteholders.

 

(a)  On eachDetermination Date, the Servicer will provide to the Note Administrator theinformation (in electronic format acceptable to the Note Administrator)necessary for the Note Administrator to prepare, based on such writteninformation, and provide to the Rating Agencies on each Distribution Date,statements, substantially in the form of **Exhibit B** hereto (each, a “**Statementto Noteholders**”), setting forth certain information relating tothe Trust and Series 2002-1.

 

(b)  On orbefore January 31 of each calendar year, beginning with calendar year 2003, theNote Administrator shall prepare and furnish or cause to be furnished to eachPerson who at any time during the preceding calendar year was a Series 2002-ANoteholder, a statement containing the information which is required to becontained in the statement to Series 2002-A 

 

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Noteholders as set forth in paragraph (a) above, aggregated for suchcalendar year or the applicable portion thereof during which such Person was aSeries 2002-A Noteholder.

 

[END OF ARTICLE V]

 

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ARTICLE VI

 

SERIES2002-A VOTING

 

Section 6.01.          Votingin Event of Default.  For purposes of the voting provisions set forth in Article V ofthe Indenture, the Notes shall be deemed the Class A Notes of Series 2002-A.

 

[END OF ARTICLE VI]

 

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ARTICLE VII

 

REDEMPTION OF SERIES 2002-ANOTES; FINAL DISTRIBUTIONS;SERIESTERMINATION

 

Section 7.01.          Clean-upCall; Redemption Event Issuance; Redemption uponAuction; Final Distributions

 

(a)  On any dayoccurring on or after the date on which the Invested Amount of the Notes isreduced to 10% of the highest Invested Amount on any prior day and it isdetermined that continued servicing would be administratively burdensome, theServicer shall have the option to repurchase the Series 2002-A Notes (a “**Clean-upCall**”) at a purchase price equal to the Redemption Amount.  The Servicer shall give the NoteAdministrator, the Indenture Trustee and the Note Purchaser at least thirty(30) days prior written notice of the date on which the Servicer intends toexercise such optional redemption.

 

(b)  The Issuershall pay to the Noteholders (a “**Redemption Event Issuance**”) an amountequal to the Redemption Amount upon the occurrence of a Redemption EventIssuance of the Issuer’s Series 2002-1 Notes.

 

(c)  The Issuershall redeem the Notes (a “**Redemption upon Auction**”) at a priceequal to the Redemption Amount upon the occurrence of a Redemption upon Auctionof the Issuer’s Series 2002-1 Notes.

 

(d)  Not laterthan 9:00 a.m., New York City time, on the day on which a Clean-up Call,Redemption Event Issuance or Redemption upon Auction, the Note Administratorshall deposit into the Collection Account in immediately available funds theRedemption Amount.  Any Clean-up Call,Redemption Event Issuance or Redemption upon Auction is subject to payment infull of the Redemption Amount. Following such deposit into the Collection Account in accordance withthe foregoing, the Invested Amount for Series 2002-A shall be reduced to zeroand the Series 2002-A Noteholders shall have no further security interest inthe Receivables.  The Redemption Amountshall be distributed as set forth in subsection 7.01(e).

 

(e)  Withrespect to the Redemption Amount deposited into the Collection Account pursuantto Section 7.01(d), the Note Administrator shall, in accordance with thewritten direction of the Servicer, on the related Distribution Date, makedeposits or distributions of the following amounts (in the priority set forthbelow and, in each case, after giving effect to any deposits and distributionsotherwise to be made on such date) in immediately available funds:  the portion of the Redemption Amountrepresenting Available Finance Charge Collections received prior to theeffective date of the Clean-up Call, Redemption Event Issuance or Redemptionupon Auction, as applicable, but not previously distributed shall be appliedfirst to pay any amounts due but unpaid with respect to Program Expenses, thento pay any amounts due but unpaid with respect to the Monthly Servicing Fee,and then any remaining Available Finance Charge Collections shall be paid tothe Noteholders.

 

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Notwithstanding anything to the contrary in thisIndenture Supplement, the Indenture or the Transfer and Servicing Agreement,all amounts distributed to the Note Administrator pursuant to subsection7.01(e) for payment to the Series 2002-A Noteholders shall be deemeddistributed in full to the Series 2002-A Noteholders on the date on which suchfunds are distributed to the Note Administrator pursuant to thisSection 7.01 and shall be deemed to be a final distribution pursuant toSection 11.02 of the Indenture.

 

[END OF ARTICLE VII]

 

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ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

Section 8.01.          Ratificationof Indenture.  As supplemented bythis Indenture Supplement, the Indenture is in all respects ratified andconfirmed and the Indenture as so supplemented by this Indenture Supplementshall be read, taken and construed as one and the same instrument.

 

Section 8.02.          Counterparts.  This Indenture Supplement may be executed intwo or more counterparts, and by different parties on separate counterparts,each of which shall be an original, but all of which shall constitute one andthe same instrument.

 

Section 8.03.          GoverningLaw.  THISINDENTURE SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THEOBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINEDIN ACCORDANCE WITH SUCH LAWS.

 

Section 8.04.          PrivatePlacement of Series 2002-A Notes; Form of Delivery ofSeries 2002-A Notes.

 

(a)  The Series2002-A Notes have not been registered under the Securities Act or any statesecurities law.  No transfer of anySeries 2002-A Note shall be made except to the Purchaser or in accordance withthe terms of the Note Purchase Agreement and either (i) pursuant to aneffective registration under the Securities Act and applicable state securitiesor “blue sky” laws or (ii) in a transaction exempt from the registrationrequirements of the Securities Act and applicable state securities or “bluesky” laws, to (A) a person who the transferor reasonably believes is aQualified Institutional Buyer within the meaning thereof in Rule 144Aunder the Securities Act that is aware that the resale or other transfer isbeing made in reliance on Rule 144A, (2) a person who is anaccredited investor as defined in Rule 501(a) under the Securities Act or(3) an institution which has such knowledge and experience in financialand business matters as to be capable of evaluating the merits and risks of theinvestment therein.  The Series 2002-ANotes shall bear legends to the effect set forth in **Exhibit A**.  None of the Transferor, the Transfer Agentand Registrar, the Owner Trustee, the Indenture Trustee or the NoteAdministrator is obligated to register the Series 2002-A Notes under theSecurities Act or any other securities or “blue sky” law or to take any otheraction not otherwise required under this Indenture Supplement, the Indenture orthe Transfer and Servicing Agreement to permit the transfer of Series 2002-ANotes without registration or as described above.

 

(b)   The Series 2002-A Notes shall be DefinitiveNotes and shall be delivered as Registered Notes as provided inSection 2.03 of the Indenture.

 

Section 8.05.          Successorsand Assigns. This Indenture Supplement shall be binding upon and inure to the benefitof the parties hereto and their respective permitted

 

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successors and assigns, except that the Issuer may notassign or transfer any of its rights under this Indenture Supplement withoutthe prior written notice to each Rating Agency.

 

Section 8.06.          [Reserved]

 

Section 8.07.          Transferof the Notes.  Notwithstandinganything to the contrary in this Indenture Supplement, no interest in a Notemay be directly or indirectly sold, conveyed, assigned, hypothecated, pledged,participated, exchanged or otherwise transferred (each a “**Transfer**”) (other thanin connection with its initial issuance to the Issuer) except to a Person whois a “United States person” for United States federal income tax purposes andonly upon the prior delivery of a Tax Opinion to the Indenture Trustee and theNote Administrator, and any such transfer in violation of these requirementsshall be null and void *ab initio*.

 

Section 8.08.          Limitation of Liability.  Notwithstanding any other provision hereinor elsewhere, this Indenture Supplement has been executed and delivered byWilmington Trust Company, not in its individual capacity, but solely in itscapacity as Owner Trustee of the Trust. In no event shall Wilmington Trust Company in its individual capacityhave any liability in respect of the representations, warranties, orobligations of the Trust hereunder or under any other document, as to all ofwhich recourse shall be had solely to the assets of the Trust, and for allpurposes of this Agreement and each other document, the Owner Trustee (as suchor in its individual capacity) shall be subject to, and entitled to thebenefits of, the terms and provisions of the Trust Agreement.

 

[END OF ARTICLE VIII]

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned have caused this IndentureSupplement to be duly executed and delivered by their respective dulyauthorized officers on the day and year first above written.

 
|   | CSGQ Trust, as Issuer            |
|--------|----------------------------------|
|   |                             |   |
|   | By:                              | Wilmington Trust Company |
|   |                             | not in its individual capacity, but solely as  Owner Trustee |
|   |                             |   |
|   |                             |   |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title |
|   |                             |   |
|   | U.S. Bank National  Association, |
|   | as Indenture Trustee             |
|   |                             |   |
|   |                             |   |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title |
|   |                             |   |
|   | CITIBANK, N.A.,                  |
|   | as Note Administrator            |
|   |                             |   |
|   |                             |   |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title |
|   |                             |
|        |                                  |  |  |  |  |  |  |  |

 

Acknowledged and Accepted:

 

COMPUCREDIT CORPORATION,

as Servicer

 

 
| By:    |   |   |
|--------|--------|--------|
|   | Name:  |
|   | Title: |

 

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PACCT, LLC,

as Transferor

 

 
| By:    |   |   |
|--------|--------|--------|
|   | Name:  |
|   | Title: |

 

 

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EXHIBIT A

 

**FORM OF****SERIES 2002-A VARIABLE FUNDING NOTE**

 

E-3

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**EXHIBITB**

 

**FORMOF STATEMENT TO NOTEHOLDERS**

 

E-4

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