**Exhibit10.2**

 

**PLEDGEAND SECURITY AGREEMENT**, dated as of September 23, 2002, byand between COMPUCREDIT CORPORATION, a Georgia Corporation (“**CompuCredit**”or **“Pledgor”**)and COLUMBUS BANK AND TRUST COMPANY, a state chartered bank organized under thelaws of the State of Georgia (“**CB&T**” or **“Secured Party”**).

 

W I T N E S S E TH:

 

WHEREAS, CB&T and CompuCredit are party to theReceivables Purchase Agreement, dated as of October 20, 2000 and theReceivables Purchase Agreement, dated as of July 14, 2000 (together, as thesame shall have been amended to the date hereof, the “CompuCredit PurchaseAgreement”) and the Affinity Card Agreement, dated as of January 6, 1997 (asthe same shall have been amended to the date hereof, the “Affinity Agreement”),among CB&T, CompuCredit and CompuCredit Acquisition Corporation; and

 

WHEREAS, CB&T and CompuCredit desire to amend theAffinity Agreement.

 

NOW, THEREFORE, in consideration of the amendment ofthe Affinity Agreement and the extension of the term thereof and other good andvaluable consideration, the receipt and sufficiency of which hereby isacknowledged by the parties hereto, it is hereby agreed by and between CB&Tand CompuCredit as follows:

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# ARTICLE I

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# DEFINITIONS

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## Section 1.01   Definitions.  All capitalized terms used herein or in any certificate ordocument or made or delivered pursuant hereto, and not otherwise defined hereinor therein, shall have the meaning ascribed thereto in the Affinity Agreementor the CompuCredit Purchase Agreement; in addition, the following words andphases shall have the following meanings:

 

“Affinity Agreement” shall mean the AffinityCard Agreement, dated as of January 6, 1997 between CB&T, CompuCreditand CompuCredit Acquisition Corporation, as amended to the date hereof and assuch agreement may be amended from time to time hereafter.

 

“Agreement” shall mean this Pledge and SecurityAgreement and all amendments hereof and supplements hereto.

 

“Bank Lien” shall have the meanings set forthin the Standby Receivables Purchase Agreement.

 

“Bankruptcy Event” shall mean:

 

(i)                                     CompuCreditshall commence any case, proceeding or other action (A) under any existingor future law of any jurisdiction, domestic or foreign, relating to bankruptcy,insolvency, reorganization, relief of debtors or the like, seeking to have anorder for relief entered with respect

 

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to it, or seekingto adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement,adjustment, winding-up, liquidation, dissolution, composition or other reliefwith respect to it or its respective debts, or (B) seeking appointment ofa receiver, trustee, custodian or other similar official for it or for all orsubstantially all of its assets, or CompuCredit shall make a general assignmentfor the benefit of its respective creditors; or

 

(ii)                                  thecommencement against CompuCredit of any case, proceeding or other action of anature referred to in clause (i) above which (A) results in the entryof an order for relief or any such adjudication or appointment, and (B) remainsundismissed, undischarged or unbonded for a period of sixty (60)****days;or

 

(iii)                               thecommencement against CompuCredit of any case, proceeding or other actionseeking issuance of a warrant of attachment, execution, distraint or similarprocess against all or substantially all of its assets which results in theentry of an order for any such relief which shall not have been vacated,discharged, stayed, satisfied or bonded pending appeal within sixty (60) daysfrom the entry thereof; or

 

(iv)                              CompuCreditshall consent to any of the acts set forth in clause (i), (ii) or (iii) aboveof this definition of “Bankruptcy Event”; or

 

(v)                                 CompuCreditshall be unable to, or shall admit in writing its inability to, pay its debtsgenerally as they become due; or

 

(vi)                              CompuCreditshall not be solvent.

 

 “BusinessDay” shall mean any day other than (a) a Saturday or Sunday or (b) anyother day on which national banking associations or state banking institutionsin New York, New York, Atlanta, Georgia, Columbus, Georgia or any other city inwhich the principal executive offices of CB&T or CompuCredit are located,are authorized or obligated by law, executive order or governmental decree tobe closed.

 

 “CFC I”shall shall mean CompuCredit Funding Corp., a Nevada corporation.

 

“CFC II” shall mean CompuCredit Funding Corp.II, a Nevada corporation.

 

“CFC Purchase Agreement” shall have the meaningassigned thereto in the Standby Receivables Purchase Agreement.

 

“Collateral” shall have the meaning set forthin Section 2.01.

 

 “CompuCreditPurchase Agreement” shall have the meaning set forth in the recitalshereto.

 

“Custodial Agent” shall mean Bank of America,N.A.

 

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“Event of Default” shall mean:

 

(i)    a Bankruptcy Event shallhave occurred;

 

(ii)   an Event of Default underSection 8.1(b)(i)(A)(1) of the Affinity Agreement;

 

(iii)  an Event of Default shallhave occurred under the Standby Receivables Purchase Agreement; or

 

(iv)  Columbus Bank shall fail tohave a valid and perfected security interest in the Collateral which failure isnot cured within 15 days following receipt by LLC II of notice thereof and arequest to cure; or

 

(v)   Except as permitted herein,a Bank Lien shall have been created with respect to the Collateral which BankLien is not released within 15 days following receipt by LLC II of noticethereof and a request to cure.

 

“Funding Exposure Amount” shall mean (i) theprincipal amount of CB&T’s projected originations of Receivables asdetermined in accordance with Exhibit A, and thereafter such greater or lesseramount as may be determined from time to time in accordance with Exhibit A,minus (ii) the amount of any Qualifying Letter of Credit issued in favor ofCB&T pursuant to the Affinity Agreement or pursuant to the terms hereof orthe Standby Receivables Purchase Agreement; provided, however,that the Funding Exposure Amount shall not be reduced by the amount of suchQualifying Letter of Credit until 90 days (or such other time period as shallbe specified in Section 547 of the bankruptcy code, as amended after the datehereof, or any successor provision thereto) shall have elapsed followingissuance of such Qualifying Letter of Credit.

 

“Issuer” shall mean, together, the CompuCreditCredit Card Master Note Business Trust CompuCredit Credit Card Master NoteBusiness Trust, a Nevada business trust, and the CompuCredit Card Master NoteBusiness Trust II, a Nevada business trust.

 

 “Lien”shall have the meaning set forth in the Standby Receivables PurchaseAgreements; provided, however, that any lien or liens on receivables maintainedpursuant to the Indenture, the CompuCredit Purchase Agreement, the CFC PurchaseAgreement or the Transfer and Servicing Agreement shall not constitute a lienon the Residual Interests.

 

“Minimum ResidualValuation” shall mean, as of any date of determination, (i) an aggregateResidual Valuation of $150,000,000, and (ii) with respect to the PledgedResidual Interests, a Residual Valuation of 130% of the Funding Exposure Amount(calculated without regard to the proviso contained in the definition thereof).

 

“Pledged Residual Interests” shall mean theResidual Interests identified in Schedule A to the Standby Receivables PurchaseAgreement, as such schedule may be revised from time to time and all rightsappurtenant thereto under the Indenture.

 

“Pledged Stock” shall mean the stock describedin Schedule A hereto.

 

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“Proceeds” shall have the meaning set forth inSection 2.01.

 

“Qualifying Letter of Credit” shall mean aletter of credit in favor of CB&T issued by a financial institution with along-term debt rating from Standard & Poor’s of “A”, “A2” from Moody’sInvestors Service or the equivalent rating from another nationally recognizedstatistical rating organization .  TheQualifying Letter of Credit shall be substantially in the form attached asExhibit B.

 

“Residual Interests” shall mean interests in,or secured by, the assets of the respective Issuers (including, withoutlimitation, notes issued pursuant to the Indenture and rights of each Issuerunder the applicable Indenture and the applicable Transfer and ServicingAgreement to receive distributions thereunder), which interests are owned,beneficially and of record, by CompuCredit or Affiliates of CompuCredit.

 

“Residual Valuation” shall mean, as of any dateof determination, the value of the Residual Interests owned by CFC, CFC II andthe Subsidiary LLCs, net of the fair valueof the cost to service the receivables portfolios underlying such ResidualInterests in excess of the the servicing income projected to be receivedtherefor, in each case determined in accordance with GAAP and reportedby CompuCredit pursuant to Section 4.02(a).

 

“Secured Obligations” shall have the meaningset forth in Section 2.02 hereof.

 

 “ShareholderAgreement” shall mean the Shareholder Agreement, dated as of the datehereof, between CompuCredit and CB&T, substantially in the form attachedhereto as Exhibit D.

 

“Standby Receivables Purchase Agreement” shallmean (i) the Receivables Purchase and Security Agreement between CB&T andCFC, LLC, and (ii) the Receivables Purchase and Security Agreement betweenCB&T and CFC II, LLC; together, the “Standby Receivables PurchaseAgreements”.

 

“Subsidiary LLC”shall mean each of CFC, LLC andCFC II, LLC; together the “Subsidiary LLCs”.

 

“Substitution Amount” shall mean (i) withrespect to a Qualifying Letter of Credit issued in favor of CB&T inconnection with a Lien created on Pledged Residual Interests by the SubsidiaryLLCs, the greater of (x) 30% of the gross loan proceeds secured by such Lien,and (y) $10,000,000 (ten million dollars), (ii) with respect to a QualifyingLetter of Credit issued in favor of CB&T in connection with a Lien on theCollateral, 10% of the gross loan proceeds secured by such Lien(s), and (iii)with respect to a Qualified Letter of Credit issued in favor of CB&T inconnection with a Lien or Liens created on (a) the Pledged Residual Interestsby the Subsidiary LLCs and (b) the Collateral, the greater of (x) 35% of thegross loan proceeds secured by such Lien(s), and (y) $10,000,000 (ten milliondollars).

 

“Transaction Documents” shall mean (i) theAffinity Agreement, (ii) this Agreement, (iii) the Standby Receivables PurchaseAgreements, (iv) the Shareholder Agreement and (v) the Servicing Agreement.

 

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 “UCC”shall mean the Uniform Commercial Code as in effect on the date hereof in theState of New York, as amended from time to time, and any successor statute; providedthat if by reason of mandatory provision of law, the perfection or the effectof perfection or non-perfection of the security interest in the Collateral isgoverned by the Uniform Commercial Code of another jurisdiction or a similar orequivalent legislation as enacted in a relevant foreign jurisdiction, “UCC”means the Uniform Commercial Code or such legislation as in effect in suchother jurisdiction for purposes of the provision hereof relating to suchperfection or effect of perfection or non-perfection.

 

“Valuation Date” shall have the meaning setforth in Section 4.02(a) hereof.

 

## Section 1.02   Other Definitional Provisions.

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### (a)     All terms defined in this Agreement shallhave the defined meanings when used in any certificate or other document madeor delivered pursuant hereto unless otherwise defined therein.

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### (b)    The words “hereof,” “herein”and “hereunder” and words of similar import when used in this Agreementshall refer to this Agreement as a whole and not to any particular provision ofthis Agreement, and Section, Subsection, Schedule and Exhibit referencescontained in this Agreement are references to Sections, Subsections, Schedulesand Exhibits in or to this Agreement unless otherwise specified.

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### [END OF ARTICLE I]

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# ARTICLE II

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# SECURITY INTEREST

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## Section 2.01   Security Interest.

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Grant of SecurityInterest.  To securethe obligations of CompuCredit and the Subsidiary LLCs to CB&T in respectof the Funding Exposure Amount and for so long as the Funding Exposure Amountis a positive amount, Pledgor hereby pledges and assigns to Secured Party, andhereby grants to Secured Party a security interest in, all of Pledgor’s right,title, and interest in and to the Pledged Stock, together with whatever isreceivable or received when any of the Pledged Stock or proceeds thereof ordividends paid thereon are sold, collected, exchanged or otherwise disposed of,whether such disposition is voluntary or involuntary (collectively, the “**Collateral**”),including without limitation, (a) all rights to payment, includingreturned premiums, with respect to any insurance relating to any of theforegoing, (b) all rights to payment with respect to any cause of actionaffecting or relating to any of the foregoing, and (c) all stock rights,rights to subscribe, stock splits, liquidating dividends, cash dividends,dividends paid in stock, new securities or other property of any kind whichPledgor is or may hereafter be entitled to receive on account of any securitiespledged hereunder, including without limitation, stock received by Pledgor dueto stock splits or dividends paid in stock or sums paid upon or in respect ofany securities pledged hereunder upon the liquidation or dissolution of theissuer thereof (collectively, “**Proceeds**”); provided, however,unless and until an Event of Default has occurred and is continuing Pledgor hasthe right to receive and retain for its own use any dividends and interest onthe Pledged Stock.

 

## Section 2.02   Obligations Secured.  This Agreement secures, and the Collateralis collateral security for, the obligations of CompuCredit and the SubsidiaryLLCs to CB&T in respect of the Funding Exposure Amount (the “**SecuredObligations**”).  The pledgeand security interest granted hereunder shall terminate effective upon thereduction of the Funding Exposure Amount to zero.

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## (a)    Delivery of Pledged Stock.  All certificates or instruments representingor evidencing the Pledged Stock shall be delivered to the Custodial Agent andheld on behalf of Secured Party on the date hereof simultaneously with theexecution and delivery of this Agreement pursuant hereto and shall be insuitable form for transfer by delivery or, as applicable, shall be accompaniedby Pledgor’s endorsement, where necessary, or duly executed instruments oftransfer or assignment (including stock powers) in blank, all in form andsubstance satisfactory to Secured Party.

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## (b)    Powers of Secured Party.  Pledgor appoints Secured Party its trueattorney in fact to perform any of the following powers, which are coupled withan interest, are irrevocable until termination of this Agreement and upon theoccurrence and continuation of an Event of Default may be exercised from timeto time by Secured Party’s officers and employees, or any of them:  (a) to perform any obligation of Pledgorhereunder in Pledgor’s name or otherwise; (b) to notify any personobligated on any security, instrument or other document subject to thisAgreement of Secured Party’s rights hereunder; (c) to collect by legalproceedings or otherwise all dividends,

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## interest, principal or other sums now or hereafterpayable upon or on account of the Collateral or Proceeds; (d) to make anycompromise or settlement Secured Party deems desirable or proper in respect ofthe Collateral and Proceeds; (e) to insure, process and preserve theCollateral and Proceeds; (f) to exercise all rights, powers and remedieswhich Pledgor would have, but for this Agreement, with respect to all Collateraland Proceeds subject hereto; and (g) to do all acts and things and executeall documents in the name of Pledgor or otherwise, deemed by Secured Party asnecessary, proper and convenient in connection with the preservation,perfection or enforcement of its rights hereunder.  To effect the purposes of this Agreement, upon the occurrence andcontinuation of an Event of Default or otherwise upon instructions of Pledgor,Secured Party may cause any Collateral and/or Proceeds to be transferred to thename of Secured Party’s nominee.  If anEvent of Default has occurred and is continuing, any or all Collateral and/orProceeds consisting of securities may be registered, without notice, in thename of Secured Party’s nominee, and thereafter Secured Party’s nominee mayexercise, without notice, all voting and corporate rights at any meeting of theshareholders of the issuer thereof, any and all rights of conversion, exchangeor subscription, or any other rights, privileges or options pertaining to suchCollateral and/or Proceeds, all as if it were the absolute owner thereof.  The foregoing shall include, withoutlimitation, the right of Secured Party’s nominee to exchange, at itsdiscretion, any and all Collateral and/or Proceeds upon the merger,consolidation, reorganization, recapitalization or other readjustment of theissuer thereof, or upon the exercise by the issuer thereof or Secured Party ofany right, privilege or option pertaining to any shares of the Collateraland/or Proceeds, and in connection therewith, the right to deposit and deliverany and all of the Collateral and/or Proceeds with any committee, depository,transfer agent, registrar or other designated agency upon such terms andconditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercisedwithout liability on the part of Secured Party’s nominee except to account forproperty actually received by Secured Party. Secured Party shall have no duty to exercise any of the foregoing, orany other rights, privileges or options with respect to the Collateral orProceeds and shall not be responsible for any failure to do so or delay in sodoing.

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# ARTICLE III

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# REPRESENTATIONS AND WARRANTIES

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## Section 3.01   Representations and Warranties.  Pledgor represents and warrants to SecuredParty that (a) Pledgor is the owner and, prior to the delivery of thePledged Stock to Secured Party, has possession or control of the Collateral andProceeds; (b) Pledgor has the right (and has obtained any necessaryconsents) to pledge the Collateral and Proceeds; (c) all Collateral andProceeds are free from liens and adverse claims, of any kind or character,except the lien created hereby; and (d) all statements and representationsand warranties of the Pledgor contained herein are true and complete in allmaterial respects.

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[END OF ARTICLEIII]

 

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# ARTICLE IV

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# COVENANTS

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## Section 4.01   Covenants of Pledgor.

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## (a)    Pledgor agrees (i) to pay and performall Secured Obligations when due; (ii) to permit Secured Party to exerciseits powers; and (iii) to execute and deliver such documents as SecuredParty reasonably deems necessary to create, perfect and continue the securityinterests contemplated hereby.

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## (b)    Until the pledge and security interestgranted hereunder terminates in accordance with Section 2.02, Pledgor agrees,with regard to the Collateral and Proceeds, unless Secured Party agreesotherwise in writing in its sole discretion, (i) except as permittedpursuant to Section 4.03 hereof, not to permit any Bank Lien on the Collateralor Proceeds, except in favor of Secured Party; (ii) other than aspermitted pursuant to Section 4.03 hereof, not to sell, hypothecate orotherwise dispose of, nor permit the transfer by operation of law of, any ofthe Collateral or Proceeds or any interest therein, including, withoutlimitation, pursuant to any hedging, factoring, collars, straddles, swaps orother derivative instruments in respect of the Pledged Stock; (iii) tokeep, in accordance with generally accepted accounting principles, complete andaccurate records regarding all Collateral and Proceeds, and to permit SecuredParty to inspect the same and make copies thereof at any reasonable time with reasonablenotice; (iv) to provide any service and do any other acts which may benecessary to keep all Collateral and Proceeds free and clear of all defenses,rights of offset and counterclaims; and (v) if the Collateral or Proceedsconsists of securities and so long as no Event of Default exists, to vote saidsecurities and to give consents, waivers and ratifications with respectthereto, provided that no vote shall be cast or consent, waiver or ratificationgiven or action taken which would impair Secured Party’s interests in theCollateral and Proceeds or be inconsistent with or violate any provisions ofthis Agreement.

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## (c)    Pledgor agrees to pay, prior to delinquency,all taxes, charges, liens and assessments against the Collateral and Proceedsarising from the Pledgor’s ownership of the Collateral and Proceeds, and uponthe failure of Pledgor to do so, Secured Party at its option may pay any ofthem and shall in its reasonable discretion determine the legality or validitythereof and the amount necessary to discharge the same.  Any such payments made by Secured Partyshall be obligations of Pledgor to Secured Party, due and payable immediatelyupon demand, together with interest at the rate of 3 percentage points abovethe Columbus Bank “prime rate” in effect on the date said sum was first due,and shall be secured by the Collateral and Proceeds, subject to all terms andconditions of this Agreement.

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## Section 4.02   Minimum Residual Valuation; Officer’sCertificate.

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## (a)   CompuCredit shall deliver to CB&T an Officer’sCertificate on the 20th day of each month (or if such day is not a BusinessDay, the next succeeding Business Day) in substantially the form attachedhereto as Exhibit C to the effect that as of the last day of the immediatelypreceding calendar month (the “Valuation Date”) the aggregate ResidualValuation

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## of the Residual Interests as a whole and the aggregateResidual Valuation of the Pledged Residual Interests are in each case greaterthan or equal to the Minimum Residual Valuation with respect thereto.

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## (b)   In addition to the Officer’s Certificatedeliverable pursuant to the preceding subsection (a), CompuCredit shall deliverto CB&T within five Business Days of receipt of CB&T’s request thereforan Officer’s Certificate substantially in the form attached hereto as ExhibitC.  Any such request submitted byCB&T shall identify with reasonable specificity the circumstance orcircumstances that give rise to CB&T belief that there may have occurred amaterial decrease in the Residual Valuation.

 

(c)   If as of any Valuation Date the ResidualValuation does not equal or exceed the Minimum Residual Valuation, or if forany other reason CompuCredit is unable to deliver to CB&T the Officer’sCertificate required pursuant to either of the preceding subsections (a) and(b), CompuCredit shall have 15 calendar days from the date such Officer’sCertificate was deliverable, in the case of an Officer’s Certificatedeliverable pursuant to subsection (a), or 15 calendar days from the date ofreceipt of CB&T’s request therefor, in the case of an Officer’s Certificatedeliverable pursuant to subsection (b) (or, in either case, if such 15thcalendar day is not a Business Day, the next succeeding Business Day) to (A) obtaina Qualifying Letter of Credit in favor of CB&T in an amount equal to theFunding Exposure Amount, but without regard to the proviso contained in thedefinition thereof, determined as of such Valuation Date, or (B) deliver toCB&T an Officer’s Certificate substantially in the form attached hereto asExhibit C to the effect that the aggregate Residual Valuation of the ResidualInterests as a whole and the aggregate Residual Valuation of the PledgedResidual Interests are, as of the date of such Officer’s Certificate, in eachcase greater than or equal to the Minimum Residual Valuation with respectthereto.

 

## Section 4.03   Liens.

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## (a)    Until the pledge and security interestgranted hereunder terminates in accordance with Section 2.02, and except asotherwise permitted in this Section 4.03, CompuCredit shall not permit there toexist any Bank Lien on the Pledged Residual Interests.

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## (b)    CompuCredit may permit the Subsidiary LLCsto create Liens on the Pledged Residual Interests provided the followingconditions have been satisfied prior to or contemporaneous with creation ofsuch Lien: (i) the applicable Subsidiary LLC or CompuCredit shall have obtaineda Qualifying Letter of Credit in favor of CB&T in an amount equal to theSubstitution Amount; and (ii) CompuCredit shall have provided to CB&T notless than 10 Business Days prior to the creation of any Lien on the PledgedResidual Interests or any portion thereof an Officer’s Certificate with respectto the Residual Valuation, which Officer’s Certificate shall be insubstantially the form attached hereto as Exhibit C.

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## (c)    CompuCredit may create Liens on theCollateral provided the following conditions have been satisfied prior to orcontemporaneous with the creation of such Lien:

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## (i)    CompuCreditshall have obtained a Qualifying Letter of Credit in favor of CB&T in anamount equal to the Substitution Amount; and

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## (ii)   CompuCreditshall have provided to CB&T not less than 10 Business Days prior to thecreation of any Lien on the Collateral or any portion thereof an Officer’sCertificate with respect to the Residual Valuation, which Officer’s Certificateshall be in substantially the form attached hereto as Exhibit C.

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CB&T shall, if requested by CompuCredit in connectionwith a Lien granted by CompuCredit in accordance with this agreement, enterinto an intercreditor agreement with the holder of such Lien, whichintercreditor agreement shall contain usual and customary provisions regardingthe rights and obligations of the senior and junior lienholders.

 

## (d)    CompuCredit shall not create Bank Liens onthe Collateral that would be junior to CB&T’s lien, and shall not permit aSubsidiary LLC to create Bank Liens on the Pledged Residual Interests thatwould be junior to CB&T’s lien, unless CompuCredit or such Subsidiary LLC,shall have obtained the prior written consent of CB&T; provided, however,that if (i) the aggregate Residual Valuation of the Residual Interests is equalto or greater than $175 million, and (ii) the net proceeds of the loan or loanssecured by such junior lien or liens on the Pledged Residual Interests and/orthe Collateral are not less than $5 million, then CB&T’s prior writtenconsent shall not be required. CompuCredit shall cause the grantee of thesecurity interest therein to enter into an intercreditor agreement withCB&T, which intercreditor agreement shall contain usual and customaryprovisions regarding the rights and obligations of the senior and juniorlienholders.

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## (e)    Upon receipt of (i) a written request fromCompuCredit for release of the Collateral and (ii) an Officer’s Certificatesubstantially in the form attached as Exhibit E, CB&T shall (i) direct theCustodial Agent to release and reassign all Pledged Stock and Pledged ResidualInterests, (ii) remit to CompuCredit any cash or other stock, instruments,documents or property which it has held as collateral for the SecuredObligations, and (iii) execute any documents or instruments of releaseterminating its rights under this Agreement, the Shareholder Agreement and theStandby Receivables Purchase Agreement.

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[END OF ARTICLEIV]

 

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# ARTICLE V

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# REMEDIES

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## Section 5.01   Remedies.  Upon the occurrence of any Event of Default, Secured Party shallhave the right to declare immediately due and payable all or any of the SecuredObligations.  Secured Party shall haveall other rights, powers, privileges and remedies granted to a secured partyupon default under the UCC or otherwise provided by law and the right tocontact all persons obligated to Pledgor on any Collateral or Proceeds and toinstruct such persons to deliver all Collateral and/or Proceeds directly toSecured Party.  All rights, powers,privileges and remedies of Secured Party shall be cumulative.  No delay, failure or discontinuance ofSecured Party in exercising any right, power, privilege or remedy hereundershall affect or operate as a waiver of such right, power, privilege or remedy;nor shall any single or partial exercise of any such right, power, privilege orremedy preclude, waive or otherwise affect any other or further exercisethereof or the exercise of any other right, power, privilege or remedy.  Any waiver, permit, consent or approval ofany kind by Secured Party of any default hereunder, or any such waiver of anyprovisions or conditions hereof, must be in writing and shall be effective onlyto the extent set forth in writing. Upon the occurrence and during the continuance of a Event of Default,Secured Party may appropriate the Collateral and apply all Proceeds towardrepayment of the Secured Obligations. For any Collateral or Proceeds consisting of securities, Secured Partyshall have no obligation to delay a sale of any portion thereof for the periodof time necessary to permit the issuer thereof to register such securities forpublic sale under any applicable state or Federal law, even if the issuerthereof would agree to do so.

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## Section 5.02   Disposition of Collateral and Proceeds.  Upon the transfer of all or any part of theSecured Obligations, Secured Party may transfer all or any part of theCollateral or Proceeds and shall be fully discharged thereafter from allliability and responsibility with respect to any of the foregoing sotransferred, and the transferee shall be vested with all rights and powers ofSecured Party hereunder with respect to any of the foregoing so transferred;but with respect to any Collateral or Proceeds not so transferred, SecuredParty shall retain all rights, powers, privileges and remedies hereingiven.  Any proceeds of any dispositionof any of the Collateral or Proceeds, or any part thereof, may be applied bySecured Party to the payment of expenses incurred by Secured Party inconnection with the foregoing, including reasonable attorneys’ fees, and thebalance of such proceeds may be applied by Secured Party toward the payment ofthe Secured Obligations in such order of application as Secured Party may fromtime to time elect.

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# ARTICLE VI

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# MISCELLANEOUS PROVISIONS

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## Section 6.01   Amendment.  This Agreement and the rights and obligations of the partieshereunder and thereunder may not be changed orally, but only by an instrumentin writing signed by CB&T and CompuCredit in accordance with thisSection 6.01.

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## Section 6.02   Governing Law.

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### (a)     THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITSCONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THEPARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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### (b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECTTO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN ANY STATEOR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEWYORK, MUSCOGEE COUNTY, GEORGIA, THE CITY OF COLUMBUS, GEORGIA, DEKALB COUNTY,GEORGIA OR THE CITY OF ATLANTA, GEORGIA. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBYIRREVOCABLY CONSENTS TO AND ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE JURISDICTION OF SUCHCOURTS.  EACH PARTY HERETO HEREBYFURTHER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYINGOF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAYNOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCHJURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

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### (c)     EACH PARTY HERETO HEREBY IRREVOCABLYCONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE COURTS REFERRED TO INSUBSECTION (b) ABOVE OF THIS SECTION 6.02 IN ANY SUCH SUIT, ACTION ORPROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS SET FORTH IN THISAGREEMENT.  EACH PARTY HERETO HEREBYIRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHERIRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUIT, ACTION ORPROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT THATSERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF APARTY TO SERVE PROCESS ON THE OTHER PARTY IN ANY OTHER MANNER PERMITTED BY LAW.

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## Section 6.03   Notices. All demands, notices and communications hereunder shall be in writingand shall be deemed to have been duly given if personally delivered at ormailed by certified mail, return receipt requested, to (a) in the case ofCompuCredit, 245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia30346, Attention: General Counsel (facsimile no. (770) 206-6187), and(b) in the case of CB&T, 901 Front Avenue, Suite 202,Columbus, Georgia 31901 or P.O. Box 120, Columbus, Georgia 31902-0120,Attention:  President (facsimile no.(706) 649-4808); or, as to each party, at such other address as shall bedesignated by such party in a written notice to each other party.

##  

## Section 6.04   Severability of Provisions.  If any one or more of the covenants,agreements, provisions or terms of this Agreement shall for any reasonwhatsoever be held invalid, then such covenants, agreements, provisions, orterms shall be deemed severable from the remaining covenants, agreements,provisions, and terms of this Agreement and shall in no way affect the validityor enforceability of the other provisions of this Agreement.

##  

## Section 6.05   Assignment.  Notwithstanding anything to the contrary contained herein, thisAgreement may not be assigned by the parties hereto without the prior writtenconsent of the non-assigning party.

##  

## Section 6.06   Further Assurances.  CB&T and CompuCredit agree to do andperform, from time to time, any and all acts and to execute any and all furtherinstruments required or reasonably requested by the other party more fully toeffect the purposes of this Agreement, including, without limitation, theexecution of any financing statements or continuation statements or equivalentdocuments relating to the Collateral for filing under the provisions of the UCCor other law of any applicable jurisdiction and to provide prompt notificationto the other party of any change of the principal executive office of, or thejurisdiction of organization of, such party.

##  

## Section 6.07   No Waiver; Cumulative Remedies.  No failure to exercise and no delay inexercising, on the part of CB&T or CompuCredit, any right, remedy, power orprivilege hereunder, shall operate as a waiver thereof; nor shall any single orpartial exercise of any right, remedy, power or privilege hereunder preclude anyother or further exercise thereof or the exercise of any other right, remedy,power or privilege.  The rights,remedies, powers and privileges herein provided are cumulative and notexhaustive of any rights, remedies, powers and privileges provided by law.

##  

## Section 6.08   Counterparts.  This Agreement may be executed in two ormore counterparts (and by different parties on separate counterparts), each ofwhich shall be an original, but all of which together shall constitute one andthe same instrument.

##  

## Section 6.09   Binding; Third-Party Beneficiaries.  This Agreement will inure to the benefit ofand be binding upon the parties hereto and their respective successors andpermitted assigns.

##  

## Section 6.10   Headings.  The headings are for purposes of reference only and shall nototherwise affect the meaning or interpretation of any provision hereof.

##  

## 14

## 

##  

## Section 6.11   Schedules and Exhibits.  The schedules and exhibits attached heretoand referred to herein shall constitute a part of this Agreement and areincorporated into this Agreement for all purposes.

##  

[END OF ARTICLEVII]

 

15

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IN WITNESS WHEREOF, eachof the parties hereto has caused this Agreement to be duly executed by its dulyauthorized officer as of the day and year first above written.

 
|   | COLUMBUS BANK &  TRUST COMPANY |
|--------|------------------------------------|
|   |                               |
|   | By:                                |   |   |
|   | Title:                             |   |   |
|   |                               |
|   | COMPUCREDIT CORPORATION            |
|   |                               |
|   |                               |
|   | By:                                |   |   |
|   | Title:                             |   |   |
|        |                                    |  |  |  |  |  |

 

16

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### **Schedule A**

 

PLEDGED STOCK

 

ShareCertificate No. 3 representing 490 shares of CompuCredit Funding Corp. commonstock owned by CompuCredit Corporation

 

ShareCertificate No. 2 representing 490 shares of CompuCredit Funding Corp. IIcommon stock owned by CompuCredit Corporation

 

I

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**EXHIBIT A**

** **

CALCULATION OFGROSS FUNDING EXPOSURE AMOUNT

 

**Thefollowing is the method for calculating the amount described in clause (i) ofthe definition of Funding Exposure Amount (the amount determined pursuant tothis Exhibit, the “Gross Funding Exposure Amount”).**

 

VARIABLES

 

“S”                          Average DailySettlement Amount:  The averagedaily principal amount of receivables generated (“Average Daily Originations”)in Accounts that are subject to the Affinity Agreement (as amended) over thepreceding two quarters.  The AverageDaily Settlement Amount initially is $3 million.

 

“DNon-Reg.”              Standard Account Closure Period– Non-Regulatory States:  Theapplicable standard logistical period for the preparation and mailing ofnotices (15 days; “Logistical Period”) following the last date (“PurchaseTermination Date”) on which receivables are purchased pursuant to theCompuCredit Purchase Agreement during which period CB&T projects it willcontinue to fund purchases and cash advances under the accounts in those statesthat do not require advance notice of the closure of accounts to new purchaseand cash advance transactions (“Non-Regulatory States”; currently, all statesexcept CA).

 

“DReg.”                    Extended Account Closure Period– Regulatory States:  The number ofdays following the Purchase Termination Date that CB&T projects it willcontinue to fund purchases and advances under the accounts in those states thatimpose cardholder notice obligations or other substantive restrictions thatrequire advance notice of account closure to new transactions (“RegulatoryStates”).  Initially, California is theonly state in which accounts are maintained that requires an advance noticeperiod.  That period is 30 daysplus a ten day logistical period for a total Extended Account Closure Periodfor California residents of 40 days.

 

“PNon-Reg.”               Percentage of AccountsMaintained in Non-Regulatory States: The percentage of accounts, determined on the basis of the Average DailyPrincipal Balance over the preceding two calendar quarters of Accounts that areopen in Non-Regulatory States as of the date of the calculation of the FundingExposure Amount.  This percentageinitially is 89.24%. CompuCredit will provide to CB&T the calculation ofthis percentage on each Adjustment Date.

 

“PReg.”                     Percentage of AccountsMaintained in Regulatory States: The percentage of accounts, determined on the basis of Average DailyPrincipal Balance over the

 

A-1

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preceding two calendarquarters of Accounts that are open in Regulatory States as of the date of thecalculation of the Funding Exposure Amount. This percentage initially is 10.76%. CompuCredit will provide to CB&T the calculation of this percentageon each Adjustment Date.

 

The Gross FundingExposure Amount is the sum of (i) the product of (x) the Average DailySettlement Amount, (y) the Standard Account Closure Period, and (z) thedecimal equivalent of the percentage of accounts maintained in Non-RegulatoryStates, and (ii) the sum of the product(s) (calculated separately for eachRegulatory State) of (x) the Average Daily Settlement Amount, (y) theapplicable Extended Account Closure Period for the Regulatory State, and (z)the decimal equivalent of the percentage of accounts maintained in theRegulatory State.

 

The Gross FundingExposure Amount is determined as follows:

 

Gross Funding ExposureAmount = (S)(DNon-Reg.)(PNon-Reg.) + (S) å(DReg.)(PReg.)

 

The Gross FundingExposure Amount as of the date hereof is:

 

$3,000,000 (0.8924) (15)+ $3,000,000 (0.1076) (40) = $53,070,000

 

ADJUSTMENTS

 

Average Daily SettlementAmount:  Beginning onJuly 31, 2003 and once every six months thereafter (each such date, an“Adjustment Date”) this amount will be adjusted; provided, however, that in theevent an additional state is designated a Regulatory State pursuant to thefollowing paragraph, or a state previously designated a Regulatory State isdesignated a Non-Regulatory State pursuant to the following paragraph, theGross Funding Exposure Amount will be promptly recalculated following suchdesignation with any increase in Gross Funding Exposure Amount to takeeffect 90 days following such designation.

 

Change In State orFederal Law Or Association Rules:  In the event that (A) there has occurred a change in (i) state orfederal law, rule or regulation, (ii) an association rule or (iii) the policiesof federal or state regulators or cardholder associations that imposescardholder notice obligations or other substantive restrictions that requirethat accounts remain open following notice of termination, and (B) prudent andcommercially reasonable practices in the industry dictate a change in accountclosure policies with respect to the Accounts, then the calculations hereindescribed will in good faith be adjusted in consultation among CB&T,CompuCredit and their respective external counsel, so as to afford asubstantially similar degree of funding exposure protection regarding saidstate or federal law or association rule equal to that afforded herein.  In the event that CompuCredit and CB&Tcannot, within 5 business days of notice from one party to another of anasserted change in policy, resolve a dispute as to whether such change inlegal, regulatory or cardholder association policy has occurred, or whetherprudent and commercially reasonable practices in the industry dictate a changein account

 

A-2

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closure policies withrespect to the Accounts, then such dispute shall be submitted for arbitrationto independent legal counsel with expertise in the pertinent legal andregulatory issues, which independent legal counsel shall be acceptable to eachof the parties.  Upon expiration of the5 day dispute resolution period described in the preceding sentence, theparties shall have 10 business days to submit such dispute, together with theirrespective supporting materials, to the designated arbitrator.

 

A-3

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**EXHIBIT B**

 

FORM OF QUALIFYING LETTER OF CREDIT

 

Date:                           

 

IRREVOCABLESTANDBY LETTER OF CREDITNUMBER:                                  

 
| Beneficiary                      |                                                                                                                                                                                                                                                                     | Applicant       |   |
|----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|--------|
| Columbus Bank and Trust  Company | CompuCredit Corporation                                                                                                                                                                                                                                                  |
| 1125 First Avenue                | 245 Perimeter Center Pkwy.                                                                                                                                                                                                                                               |
| Second Floor, Uptown  Center     | Suite 600                                                                                                                                                                                                                                                                |
| Columbus, Georgia 31901          | Atlanta, Georgia 30346                                                                                                                                                                                                                                                   |
|                             |                                                                                                                                                                                                                                                                     |
|                             | Amount                                                                                                                                                                                                                                                                   |            |
|                             | Not Exceeding USD $                                                                                                                                                                      |            |
|                             | Not Exceeding                                                                                                                     |            |
|                             | and 00/100’s US Dollars                                                                                                                                                                                                                                             |
|                             |                                                                                                                                                                                                                                                                     |
|                             | Expiration                                                                                                                                                                                                                                                               |            |
|                             |                                              | At Our Counters |
|                                  |                                                                                                                                                                                                                                                                          |                 |        |  |  |

 

WE HEREBY ESTABLISH IN YOUR FAVOROUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER                       WHICH IS AVAILABLE WITH                             BY PAYMENT AGAINST PRESENTATION OF THE ORIGINAL OF THIS LETTER OF CREDIT ANDYOUR DRAFTS AT SIGHT DRAWN ON                           ,ACCOMPANIED BY THE DOCUMENTS DETAILED BELOW:

 

A PURPORTEDLY SIGNEDSTATEMENT, OF AN OFFICER OF THE BENEFICIARY CERTIFYING THAT AN EVENT OF DEFAULTHAS OCCURRED UNDER THAT CERTAIN AFFINITY CARD AGREEMENT DATED                      BETWEEN YOU AND COMPUCREDIT CORPORATION’S FAILURE TO PERFORM UNDER SAIDAFFINITY CARD AGREEMENT.

 

WE HEREBY AGREE WITH YOUTHAT THE DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTEROF CREDIT WILL BE DULY HONORED UPON PRESENTATION, AS SPECIFIED HEREIN.

 

THIS LETTER OF CREDIT ISSUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, ICC PUBLICATION NO. 590.

 

IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONSREGARDING THIS TRANSACTION, PLEASE CALL XXX-XXX-XXXX.

 
|                 |                 |   |   |
|----------------------|----------------------|--------|--------|
| AUTHORIZED SIGNATURE | AUTHORIZED SIGNATURE |

 

THIS DOCUMENT CONSISTS OF1 PAGE(S)

 

B-1

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**EXHIBITC**

 

OFFICER’SCERTIFICATE REGARDING RESIDUAL VALUATION

 

 

I am           [Officer Name]                    .  As of the date hereof, I am the        [title]              of CompuCredit Corporation (herein “CCRT”) and am duly authorized by CCRT andfully qualified to make on behalf of myself and CCRT this Certificate and todeliver same to Columbus Bank and Trust Company (“CB&T”), a federallyregulated depository institution, for its material reliance thereon.

 

As defined in the Pledgeand Security Agreement, dated as of September 23, 2002, the aggregate ResidualValuation of the Residual Interests as a whole and the aggregate ResidualValuation of the Residual Interests owned by the LLC Subsidiaries are in eachcase greater than or equal to the Minimum Residual Valuation with respectthereto.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand on and of this      day of      , 2002.

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

 

C-1

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**EXHIBITD**

 

SHAREHOLDERSAGREEMENT

 

SHAREHOLDERS AGREEMENT,dated as of September 23, 2002 by and between Columbus Bank and Trust Company,a state chartered bank organized under the laws of the State of Georgia(“CB&T”), and CompuCredit Corporation, a Georgia corporation(“CompuCredit”) (CB&T and CompuCredit sometimes hereinafter collectivelyreferred to as the “Shareholders” or individually as a “Shareholder”).

 

PREAMBLE

 

WHEREAS, CompuCredit andCB&T are entering into an Amendment to Affinity Card Agreement, dated as ofSeptember 23, 2002 (the “Amendment”); and

 

WHEREAS, in order tosecure its obligations under the the Affinity Card Agreement, as amended,CompuCredit has pledged 49% of the shares of common stock of each ofCompuCredit Funding Corp. and CompuCredit Funding Corp. II (each, a “Company”and together, the “Companies”) set forth in Schedule A to the Pledge and SecurityAgreement, dated as of September 23, 2002, between CompuCredit and CB&T(the “Pledge and Security Agreement”).

 

NOW, THEREFORE, in consideration of the mutualcovenants and agreements contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

 

ARTICLE I

 

ELECTION OF DIRECTORS

 

## Section 7.01   Election of Directors.  So long as no Event of Default shall haveoccurred and be continuing, CompuCredit shall have the right to exercise allvoting, consensual and other powers of ownership pertaining to the Collateralfor all purposes not inconsistent with the terms of this Agreement and thePledge and Security Agreement.  Duringany period when both (a) an Event of Default has occurred and is continuing,and (b) a Company is not distributing as dividends to holders of its commonstock amounts that CB&T reasonably determines to be appropriate,CompuCredit hereby covenants and agrees to vote all shares of capital stock ofsuch Company presently owned or hereafter acquired by them (whether owned ofrecord or over which any person exercises voting control), at any time at whichstockholders of the Company will have the right to or will vote for or renderconsent in writing regarding the election or removal of directors of theCompany, or an increase or decrease in the number of directors in favor of andin order to elect as directors of such Company such persons as shall bedesignated by CB&T.

 

D-1

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ARTICLE II

 

MISCELLANEOUS

 

## Section 8.01   Transfer of Stock.  CompuCredit agrees not to transfer any ofthe shares of capital stock of the Companies unless the transferee (includingtransferees obtaining such shares in connection with a Permitted Transfer, ashereinafter defined) agrees in writing to be bound by the terms and conditionsof this Agreement and executes a counterpart of this Agreement, and unlessCompuCredit has complied with applicable law in connection with such transfer.

##  

## Section 8.02   Duration of Agreement.  The rights and obligations of each partyunder this Agreement shall terminate upon the termination of the Pledge andSecurity Agreement.

##  

## Section 8.03   Severability; Governing Law.  If any provisions of this Agreement shall bedetermined to be illegal or unenforceable by any court of law, the remainingprovisions shall be severable and enforceable in accordance with theirterms.  This Agreement shall be governedby, and construed in accordance with, the internal laws of the State of NewYork.

##  

## Section 8.04   Costs of Enforcement.  If any action at law or in equity isnecessary to enforce or interpret the terms of this Agreement, the prevailingparty shall be entitled to reasonable attorneys’ fees, costs and necessarydisbursements in addition to any other relief to which such party may beentitled.

##  

## Section 8.05   Binding Effect.  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective permittedsuccessors and assignees, legal representatives and heirs.  Nothing in this Agreement, express orimplied, is intended to confer upon any party other than the parties hereto ortheir respective successors and assigns any rights, remedies, obligations, orliabilities under or by reason of this Agreement, except as expressly providedin this Agreement.

##  

## Section 8.06   Modification or Amendment.  Neither this Agreement nor any provisionshereof can be modified, amended, changed, discharged or terminated except by aninstrument in writing, signed by each of the Shareholders.

##  

## Section 8.07   Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed to be an original, but all ofwhich taken together shall constitute one and the same instrument.

##  

## Section 8.08   Notices.  All notices to be given or otherwise made to any party to thisAgreement shall be deemed to be sufficient if contained in a writteninstrument, delivered by hand in person, or by express overnight courierservice, or by electronic facsimile transmission (with a copy sent by firstclass mail, postage prepaid), or by registered or certified mail, returnreceipt requested, postage prepaid, addressed to such

##  

## D-2

## 

##  

## party at the address set forth herein or at such otheraddress as may hereafter be designated in writing by the addressee to theaddressor listing all parties.

 

All such notices shall beeffective and deemed duly given when received or when attempted delivery isrefused.

 

## Section 8.09   Definitions.  Capitalized terms not otherwise defined herein shall have themeaning ascribed thereto in the Pledge and Security Agreement.

##  

## Section 8.10   No Other Agreements.  Each party represents that he has notgranted and is not a party to any proxy, voting trust or other agreement whichis inconsistent with or conflicts with the provisions of this Agreement, and noparty shall grant any proxy or become party to any voting trust or otheragreement which is inconsistent with or conflicts with the provisions of thisAgreement.

##  

## D-3

## 

##  

IN WITNESS WHEREOF, theparties hereto have executed this agreement in counterparts as of the datefirst above specified.

 
|   | COMPUCREDIT CORPORATION          |
|--------|----------------------------------|
|   |                             |
|   | By:                              |   |   |
|   | Name:                            |
|   | Title:                           |
|   |                             |
|   | COLUMBUS BANK AND TRUST  COMPANY |
|   |                             |
|   | By:                              |   |   |
|   | Name:                            |
|   | Title:                           |
|        |                                  |  |  |  |  |

 

D-4

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**EXHIBITE**

 

OFFICER’SCERTIFICATE REGARDING FUNDING EXPOSURE AMOUNT

 

 

I am         [Officer Name]                   .  As of the date hereof, I am the          [title]              of CompuCredit Corporation (herein “CCRT”) and am duly authorized by CCRT andfully qualified to make on behalf of CCRT this Certificate and to deliver sameto Columbus Bank and Trust Company (“CB&T”) for its material reliancethereon.

 

As defined in the Pledgeand Security Agreement, dated as of September 23, 2002, the Funding ExposureAmount as of the preceding Valuation Date is equal to or less than zero andsince the preceding Valuation Date nothing has occurred, and no circumstanceexists, that would cause me to believe that the Funding Exposure Amount as ofthe date hereof is greater than zero.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand on and of this      day of      , 2002.

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

 

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