Exhibit
10.2   EXECUTION
COPY
  SUPPLEMENT
NO. 5 TO SERIES 2006-ONE SUPPLEMENT to MASTER INDENTURE
  
  This
SUPPLEMENT NO. 5 TO SERIES 2006-ONE SUPPLEMENT to MASTER INDENTURE, dated as of
September 10, 2008 (this “Supplement”), is
entered into among COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST III, a
business trust organized and existing under the laws of the State of Nevada (the
“Issuer”),
COMPUCREDIT CORPORATION, a Georgia corporation, as Servicer (the “Servicer”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity, but solely as Indenture Trustee (together with its successors in the
trusts thereunder as provided in the Indenture, the “Indenture Trustee”)
under the Master Indenture dated as of March 10, 2006 (the “Indenture”) among the
Issuer, the Servicer and the Indenture Trustee.
  RECITALS
  1.  The
Issuer, the Servicer and the Indenture Trustee are parties to that certain
Series 2006-One Supplement dated as of March 10, 2006, as amended by Supplement
No. 1 dated as of September 29, 2006, Supplement No. 2 dated as of November 2,
2007, Supplement No. 3 dated as of December 31, 2007 and Supplement No. 4 dated
as of September 10, 2008 (as so previously supplemented and as amended,
supplemented or otherwise modified from time
 to time,
the “Indenture
Supplement”).
  2.  The
parties hereto desire to amend and supplement the Indenture Supplement as
hereinafter set forth.
  NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
  1.  Certain Defined
Terms.  Capitalized terms that are used herein without
definition and that are defined in the Indenture Supplement shall have the same
meanings herein as therein.
 2.  Amendments to Indenture
Supplement.  The Indenture Supplement is hereby amended and
supplemented by:
 
 (a)  Exhibit
C to the Indenture Supplement is amended by deleting such Exhibit and
substituting, in lieu thereof, Exhibit C to this Amendment
  (b)  deleting
the definition of “Actual Principal Receivables” in its entirety and
substituting, in lieu thereof, the following:
  "Actual Principal
Receivables" shall mean, with respect to any Monthly Period, Eligible
Receivables that are Principal Receivables and that (a) did not arise in
Accounts which as of their date of origination had utilized more than 60% of
their credit limit or (b) are not more than 90 days delinquent.
  (c)           deleting
clause (i) of subsection 4.05(b) in its entirety and substituting, in lieu
thereof, the following:
  (i)  an
amount equal to the Borrowing Base Excess Amount shall be distributed to the
Class A Noteholders, provided that on the
Distribution Dates set forth in the table below the amounts distributable to the
Class A Noteholders pursuant to this clause (i) shall instead be the excess, if
any, of the Borrowing Base Excess Amount over the amount set forth opposite such
Distribution Date:
  Distribution Date
              AmountOctober,
      2008
              the
      lesser of $21,359,291 and the product of 8.0147% and the Class A Note
      Principal BalanceNovember,
      2008
              the
      lesser of $21,359,291 and the product of 8. 0147% and the Class A Note
      Principal BalanceDecember,
      2008
              the
      lesser of $21,359,291 and the product of 8. 0147% and the Class A Note
      Principal BalanceJanuary,
      2009
              the
      lesser of $15,000,000 and the product of 5.63% and the Class A Note
      Principal BalanceFebruary,
      2009
              the
      lesser of $10,000,000 and the product of 3.75% and the Class A Note
      Principal BalanceMarch,
      2009
              the
      lesser of $5,000,000 and the product of 1.88% and the Class A Note
      Principal Balance
 
  3.  Effect of
Supplement.  Except as expressly amended and modified by this
Supplement, all provisions of the Indenture Supplement shall remain in full
force and effect.  After this Supplement becomes effective, all
references in the Indenture Supplement to “this Supplement”, “hereof”, “herein”
or words of similar effect referring to the Indenture Supplement shall be deemed
to be references to the Indenture Supplement as amended by this
Supplement.  This Supplement shall not be deemed to expressly or
impliedly waive, amend or supplement any provision of the Indenture other than
as expressly set forth herein.
  4.  Counterparts.  This
Supplement may be executed in any number of counterparts and by different
parties on separate counterparts, and each counterpart shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
  5.  Governing
Law.  THIS
SUPPLEMENTSHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
  6.  Section
Headings.  The various headings of this Supplement are inserted
for convenience only and shall not affect the meaning or interpretation of this
Supplement or the Indenture Supplement or any provision hereof or
thereof.
  7.  Representations and
Warranties.  The Issuer represents and warrants that
(i) all of its representations and warranties set forth in the Indenture
Supplement are true and accurate in all material respects as though made on and
as of the date hereof (except representations and warranties which relate to a
specific date, which were true and correct as of such date) and (ii) no
Early Redemption Event, and no Termination Event under the Class A Note Purchase
Agreement, has occurred and is continuing.
  8.  No
Recourse.  It is expressly understood and agreed by the parties
hereto that (a) this Supplement is executed and delivered by Wilmington Trust,
FSB, not individually or personally but solely as trustee of the Issuer, in the
exercise of the powers and authority conferred and vested in it under the Trust
Agreement, (b) each of the representations, undertakings and agreements herein
made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust, FSB but is
made and intended for the purpose of binding only the Issuer and (c) under no
circumstances shall Wilmington Trust, FSB be personally liable for the payment
of any indebtedness or expenses of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Supplement or any other document to which
the Issuer is a party.
  [remainder
of page intentionally left blank]
  
   [Signature
page to Supplement No.5 to Series 2006-One Indenture
Supplement]
  IN
WITNESS WHEREOF, the parties have executed this Supplement as of the date first
written above.
  COMPUCREDIT
CREDIT CARD MASTER NOTE BUSINESS TRUST III,
 Issuer
 
 By:  WILMINGTON
TRUST FSB
 not in
its individual capacity, but solely
 as Owner
Trustee
 
 
 
 By:______________________________
 Name:
 Title:
 
 
 U.S. BANK
NATIONAL ASSOCIATION,
 Indenture
Trustee
 
 By:_____________________________
 Name:
 Title:
 
 
 
 
 COMPUCREDIT
CORPORATION,
 Servicer
 
 By:_____________________________
 Name:
 Title:
 
 
 
  
  The
undersigned hereby consent to the amendment of the Indenture Supplement pursuant
to the foregoing Supplement No. 5.
 
 
 DEUTSCHE
BANK AG, NEW YORK BRANCH,
 as
Agent
  By:_______________________________________
 Name:
 Title:
  By:_______________________________________
 Name:
 Title:
  NANTUCKET
FUNDING CORP., LLC, as Class A Purchaser,
 
  By:_______________________________________
 Name:
 Title:
  DEUTSCHE
      BANK AG, NEW YORK BRANCH, as Class A Purchaser and Committed
      Purchaser,
 
  By:_______________________________________
 Name:
 Title:
  By:_______________________________________
 Name:
 Title: