Exhibit 10.1


 


SHARE
LENDING AGREEMENT


 


Dated as of November 17,
2005


 


Among


 


COMPUCREDIT CORPORATION (“Lender”),


 


and


 


BEAR, STEARNS INTERNATIONAL LIMITED (“Borrower”), through BEAR,
STEARNS & CO. INC., as agent for Borrower (“Borrowing Agent”),


 


and


 


BEAR,
STEARNS & CO. INC., in its capacity as Collateral Agent (as
hereinafter defined).


 


This Agreement sets forth the terms and conditions
under which Borrower may, from time to time, borrow from Lender shares of
Common Stock.


 


The parties hereto agree as follows:


 


Section 1.                 Certain
Definitions.  The following
capitalized terms shall have the following meanings:


 


“Business Day” means, with respect to any Loan
hereunder, a day on which regular trading occurs in the principal trading
market for the Common Stock.


 


“Cash” means any coin or currency of the United
States as at the time shall be legal tender for payment of public and private
debts.


 


“Clearing Organization” means The Depository
Trust Company, or, if agreed to by Borrower and Lender, such other Securities
Intermediary at which Borrower (or Borrowing Agent) and Lender maintain
accounts.


 


“Closing Price” on any day means, with respect
to the Common Stock (i) if the Common Stock is listed on a U.S. securities
exchange registered under the Exchange Act, is traded on The Nasdaq National
Market or is included in the OTC Bulletin Board Service (operated by the
National Association of Securities Dealers, Inc.), the last reported sale
price, regular way, in the principal trading session on such day on such market
on which the Common Stock is then listed or is admitted to trading (or, if the
day of determination is not a Business Day, the last preceding Business Day)
and (ii) if the Common Stock is not so listed or admitted to trading or if
the last reported sale price is not obtainable (even if the Common Stock is
listed or admitted to trading on such market), the average of the bid prices
for the Common Stock obtained from as many dealers in the Common Stock (which
may include Borrower or its affiliates), but not exceeding three, as shall
furnish bid prices available to the Lender.


 





















 


“Collateral” means any Cash or Non-Cash
Collateral.  Each of the parties to this
Agreement hereby agree that Cash and each item within the definition of Non-Cash
Collateral shall be treated as a “financial asset” as defined by Section 8-102(a)(9) of
the UCC.


 


“Collateral Account” means the securities
account of the Collateral Agent maintained on the books of Bear, Stearns &
Co. Inc., as securities intermediary, and designated “Bear, Stearns &
Co. Inc., as Collateral Agent of CompuCredit Corporation, as pledgee of Bear,
Stearns International Limited, as Borrower of Loaned Shares.”  Any Collateral deposited in the Collateral
Account shall be segregated from all other assets and property of the
Collateral Agent, which such segregation may be accomplished by appropriate
identification on the books and records of Collateral Agent, as a “securities
intermediary” within the meaning of the UCC. 
The Securities Intermediary acknowledges that the Collateral Account is
maintained for the Collateral Agent and undertakes to treat the Collateral
Agent as entitled to exercise the rights that comprise the Collateral credited
to the Collateral Account.


 


“Collateral Agent” means Bear, Stearns &
Co. Inc., in its capacity as collateral agent for Lender hereunder, or any
successor thereto under Section 20.


 


“Collateral Percentage” means 100%.


 


“Convertible Notes” means the $300,000,000
aggregate principal amount at maturity of Convertible Senior Notes due 2035
issued by Lender, or up to $350,000,000 aggregate principal amount maturity to
the extent the option to purchase additional Convertible Notes is exercised in
full (the “Option”).


 


“Common Stock” means shares of Common Stock, no
par value, of Lender, or any other security into which the Common Stock shall
be exchanged or converted as the result of any merger, consolidation, other
business combination, reorganization, reclassification, recapitalization or
other corporate action (including, without limitation, a reorganization in
bankruptcy), in each case not involving an Unaffiliated Third Party.


 


“Credit Downgrade” occurs when the Borrower
receives a rating for its long term, unsecured and unsubordinated indebtedness
that is below A- by Standard and Poor’s Ratings Group, or its successor (“S&P”),
or below A3 by Moody’s Investors Service, Inc., or its successor (“Moody’s”),
or, if either S&P or Moody’s ceases to rate such debt, an equivalent or
lower rating by a substitute rating agency mutually agreed upon by the Lender
and the Borrower.


 


“Credit Upgrade” occurs when the Borrower
receives a rating for its long term, unsecured and unsubordinated indebtedness
that is A- or better by S&P or A3 or better by Moody’s, or, if either
S&P or Moody’s ceases to rate such debt, an equivalent or higher rating by
a substitute rating agency mutually agreed upon by the Lender and the Borrower.


 


“Cutoff Time” shall mean 10:00 a.m. in the
jurisdiction of the Clearing Organization, or such other time on a Business Day
by which a transfer of Loaned Shares must be made by Borrower or Lender to the
other, as shall be determined in accordance with market practice.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


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“Loan Availability Period” means the period
beginning with the date of issuance of the Convertible Notes and ending on the
earlier of (i) November 17, 2035, (ii) the date as of which the Lender
has notified the Borrower in writing of its intention to terminate this
Agreement at any time after the entire principal amount of Convertible Notes
ceases to be outstanding, whether as a result of conversion, redemption,
repurchase, cancellation or otherwise and (iii) the date on which this
Agreement shall terminate in accordance with the terms of this Agreement.


 


“Loaned Shares” means shares of Common Stock
transferred in a Loan hereunder until such Common Stock (or identical Common
Stock) is transferred back to Lender hereunder. 
If, as the result of a stock dividend, stock split or reverse stock
split, the number of outstanding shares of Common Stock is increased or
decreased, then the number of outstanding Loaned Shares shall be
proportionately increased or decreased, as the case may be.  If any new or different security (or two or
more securities) shall be exchanged for the outstanding shares of Common Stock
as the result of any reorganization, merger, consolidation, reclassification,
recapitalization or other corporate action (including, without limitation, a
reorganization in bankruptcy) not involving an Unaffiliated Third Party, such
new or different security (or such two or more securities collectively) shall,
effective upon such exchange, be deemed to become a Loaned Share in
substitution for the former Loaned Share for which such exchange is made.


 


“Market Value” on any day means (i) with
respect to Common Stock, the most recent Closing Price of the Common Stock
prior to such day and (ii) with respect to any Collateral that is (a) Cash,
the face amount thereof, (b) a letter of credit, the undrawn amount
thereof and (c) any other security or property, the market value thereof,
as determined by the Collateral Agent, in accordance with market practice for
such securities or property, based on the price for such security or property
as of the most recent close of trading obtained from a generally recognized
source or the closing bid quotation at the most recent close of trading
obtained from such source, plus accrued interest to the extent not included
therein, unless market practice with respect to the valuation of such
securities or property in connection is to the contrary.


 


“Maximum Number of Shares” means 6,624,275
shares of Common Stock, subject to the following adjustments:


 


(a)           If,
as the result of a stock dividend, stock split or reverse stock split, the
number of outstanding shares of Common Stock is increased or decreased, the
Maximum Number of Shares shall, effective as of the payment or delivery date of
any such event, be proportionally increased or decreased, as the case may be.


 


(b)           If,
pursuant to a merger, consolidation, other business combination,
reorganization, reclassification, recapitalization or other corporate action
(including, without limitation, a reorganization in bankruptcy), in each case
involving an Unaffiliated Third Party, the Common Stock is exchanged for or
converted into cash, securities or other property, the Maximum Number of Shares
shall be reduced to zero on the effective date of such event.


 


(c)           If
Lender issues any shares of Common Stock upon conversion of any Convertible
Notes, the Maximum Number of Shares shall, effective as of the delivery date of
such shares of Common Stock, be reduced by the number of shares so delivered
upon conversion.


 


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(d)           Upon
the termination of any Loan pursuant to Section 6(a) the Maximum
Number of Shares shall be reduced by the number of Loaned Shares surrendered by
Borrower to Lender; provided that if the number of Loaned Shares offered and
sold by Borrower in a registered public offering under the Securities Act of
1933, as amended, on or about the date of this Agreement is less than 6,624,275
(the “Unsold Amount”), any termination of a Loan of the Unsold Amount
prior to May 17, 2006, shall not so reduce the Maximum Number of Shares.


 


(e)           Notwithstanding
the foregoing, if on December 6, 2005, the Option is not closed, the
Maximum Number of Shares shall be reduced to 5,667,950 and if at such date the
number of Loaned Shares exceeds the Maximum Number of Shares, then such number
of Loaned Shares in excess of the Maximum Number of Shares shall be delivered
to Lender pursuant to Section 13 hereof.


 


“Non-Cash Collateral” means (i) any
evidence of indebtedness issued, or directly and fully guaranteed or insured,
by the United States of America or any agency or instrumentality thereof; (ii) any
deposits, certificates of deposit or acceptances of any institution which is a
member of the Federal Reserve System having combined capital and surplus and
undivided profits of not less than $500 million at the time of deposit (and
which may include the Collateral Agent or any affiliate of the Collateral Agent
so long as the Collateral Agent is other than Borrower or an affiliate of
Borrower); (iii) any investments of any Person that is fully and
unconditionally guaranteed by a bank referred to in clause (ii); (iv) any
repurchase agreements and reverse repurchase agreements relating to marketable
direct obligations issued or unconditionally guaranteed by the United States of
America or issued by any agency thereof and backed as to timely payment by the
full faith and credit of the United States of America; (v) commercial
paper of any corporation incorporated under the laws of the United States or
any State thereof that is rated “investment grade” A-1 by Standard &
Poor’s Rating Group, a division of McGraw Hill Inc., or any successor thereto,
or P-1 by Moody’s Investors Services, Inc., or any successor thereto; (vi) any
money market funds (including, but not limited to, money market funds managed
by the Collateral Agent or an affiliate of the Collateral Agent) registered
under the Investment Company Act of 1940, as amended; (vii) any letter of
credit issued by a bank referred to in clause (ii); and (viii) all
proceeds of the foregoing; provided that in no event shall Non-Cash Collateral
include “margin stock” as defined by Regulation U of the Board of Governors of
the Federal Reserve System.


 


“Pledge Period” means any period beginning on a
Pledge Date and to the extent such Pledge Date occurred as a result of a Credit
Downgrade ending on the earlier of (i) the Business Day immediately
following the day on which Borrower notifies Lender and Collateral Agent that a
Credit Upgrade has occurred and (ii) the date on which this Agreement
shall terminate in accordance with the terms of this Agreement.


 


“UCC” means the Uniform Commercial Code as in
effect in the State of New York on the date hereof and as it may be amended
from time to time.


 


“Unaffiliated Third Party” shall mean, with
respect to any transaction by the Lender, any person that the Lender does not “control”
(as that term is defined by Rule 12b-2 under the Exchange Act) immediately
prior to the transaction.


 


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“Securities Intermediary” means a “securities
intermediary” as defined by Section 8-102(a)(14) of the UCC.


 


Section 2.                 Loans Of
Shares; Transfers of Loaned Shares.


 


(a)           Subject
to the terms and conditions of this Agreement, Lender hereby agrees to make
available for borrowing by Borrower, at any time and from time to time, during
the Loan Availability Period, shares of Common Stock up to, in the aggregate,
the Maximum Number of Shares.


 


(b)           Subject
to the terms and conditions of this Agreement, Borrower may, from time to time,
by written notice to Lender (a “Borrowing Notice”), seek to initiate a
transaction in which Lender will lend Loaned Shares to Borrower through the
issuance by Lender of such Loaned Shares to Borrower upon the terms, and
subject to the conditions, set forth in this Agreement (each such issuance and
loan, a “Loan”).  Such Loan shall
be confirmed by a schedule and receipt listing the Loaned Shares provided
by Lender to Borrower (the “Confirmation”).  Such Confirmation shall constitute conclusive
evidence with respect to the Loan, including the number of shares of Common
Stock that are the subject of the Loan, to which the Confirmation relates,
unless a written objection to the Confirmation specifying the reasons for the
objection is received by Lender within five Business Days after the delivery of
the Confirmation to Borrower; provided that in no event shall the delivery of
the Confirmation or any such objection thereto delay the transfer of Loaned
Shares to which a Borrowing Notice relates pursuant to clause (d) below.


 


(c)           Notwithstanding
anything to the contrary in this Agreement, Borrower shall not be permitted to
borrow, and may not initiate a Loan hereunder with respect to, any shares of
Common Stock at any time to the extent that Borrower determines that any Loan
of such shares of Common Stock shall cause Borrower to become, directly or
indirectly, a “beneficial owner” (within the meaning of Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder, a “Beneficial
Owner”) of more than 9.9% of the shares of Common Stock outstanding at such
time.  Under no circumstances shall
Lender be liable to Borrower for any Loan in contravention of this Section 2(c).


 


(d)           Lender
shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the
date specified in the Borrowing Notice for the commencement of the Loan, which
date shall not be earlier than the third Business Day following the receipt by
Lender of the Borrowing Notice.  Delivery
of the Loaned Shares to Borrower shall be made in the manner set forth under Section 13
below.


 


Section 3.                 Collateral.


 


(a)           Unless
otherwise agreed by Borrower and Lender, Borrower shall, no later than 10:00 a.m.
New York time on the second Business Day immediately following any day on which
a Credit Downgrade has occurred, transfer to Collateral Agent, for deposit to
the Collateral Account, Collateral with a Market Value at least equal to the
Collateral Percentage of the Market Value of the Loaned Shares as of the close
of business on the Business Day immediately preceding such transfer (any such
date, a “Pledge Date”).


 


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(b)           During
any Pledge Period, any Collateral transferred by Borrower to Collateral Agent
shall be security for Borrower’s obligations in respect of the Loaned Shares
and for any other obligations of Borrower to Lender hereunder.  Borrower on the Pledge Date pledges with,
assigns to, and grants Collateral Agent for the benefit of Lender a continuing
first priority security interest in, and a lien upon, the Collateral, which
shall attach upon the transfer of the Loaned Shares by Lender to Borrower and
which shall cease upon the transfer of the Loaned Shares by Borrower to Lender,
a Credit Upgrade or upon the transfer of any such Collateral to Borrower in
accordance with the terms of this Agreement. 
In addition to the rights and remedies given to Lender hereunder, Lender
shall have all the rights and remedies of a secured party under the UCC.  To provide for the effectiveness, validity,
perfection and priority of Lender’s rights as a secured party, Borrower
acknowledges that Collateral Agent has obtained control of any financial assets
included in the Collateral (or shall have obtained control upon posting of such
Collateral pursuant to the terms contained herein) within the meaning of
Sections 8-106 and 9-106 of the UCC.  Collateral
Agent acknowledges that it has control of the Collateral (or shall have control
upon posting of such collateral pursuant to the terms contained herein) on
behalf of Lender within the meaning of Section 8-106(d)(1) of the
UCC.  Notwithstanding anything to the
contrary herein, Lender may not use or invest the Collateral and Collateral
Agent shall take no instruction from Lender regarding the use or investment of
Collateral.  Promptly upon the
termination of any Pledge Period, the Collateral Agent shall release to the
Borrower all of the Collateral.


 


(c)           Except
as otherwise provided herein, upon the transfer to Lender of Loaned Shares
pursuant to Section 6, Collateral Agent shall release to Borrower
Collateral with a Market Value equal to the Collateral Percentage of the Market
Value of the Loaned Shares so transferred but only to the extent that
immediately following such transfer of Collateral, no Collateral Deficit would
exist.  Such transfer of Collateral shall
be made no later than the Cutoff Time on the day the Loaned Shares are
transferred, or if such day is not a day on which a transfer of such Collateral
may be effected under Section 13, or if the transfer of Loaned Shares by
Lender to Borrower occurs after the Cutoff Time on such day, then in each case
the next day on which such a transfer may be effected.


 


(d)           If
Borrower transfers Collateral to Collateral Agent, as provided in this Section 3,
and Lender does not transfer the Loaned Shares to Borrower, Borrower shall have
the absolute right to the return of the Collateral; and if Lender transfers
Loaned Shares to Borrower and Borrower does not transfer Collateral to
Collateral Agent as provided in this Section 3, Lender shall have the
absolute right to the return of the Loaned Shares.


 


(e)           Borrower
may, upon notice to Lender and Collateral Agent, substitute Collateral for
Collateral securing any Loan or Loans; provided that such substituted Collateral
shall have a Market Value such that the aggregate Market Value of such
substituted Collateral, together with all other Collateral, shall equal or
exceed the Collateral Percentage of the Market Value of the Loaned Shares as of
the date of such substitution.


 


Section 4.                 Mark To Market.


 


(a)           During
any Pledge Period, if at the close of trading on any Business Day during the
Loan Availability Period the aggregate Market Value of all Collateral shall be
less


 


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than the
Collateral Percentage of the Market Value of all the outstanding Loaned Shares
(a “Collateral Deficit”), Lender may, by notice to Borrower and
Collateral Agent, demand that Borrower transfer to Collateral Agent, for
deposit to the Collateral Account, no later than the following Business Day,
additional Collateral so that the Market Value of such additional Collateral,
when added to the Market Value of all other Collateral, shall equal or exceed
the Collateral Percentage of the Market Value of the Loaned Shares on such
Business Day of determination.


 


(b)           During
any Pledge Period, if at the close of trading on any Business Day during the
Loan Availability Period the aggregate Market Value of all Collateral shall be
greater than the Collateral Percentage of the Market Value of all the
outstanding Loaned Shares (a “Collateral Excess”), Borrower may, by
notice to Lender and Collateral Agent, demand that Collateral Agent transfer to
Borrower such amount of the Collateral selected by Borrower so that the Market
Value of the Collateral, after deduction of such amounts, shall thereupon be at
least equal to the Collateral Percentage of the Market Value of the Loaned
Shares on such Business Day of determination; provided however that with
respect to clauses (a) and (b), the Collateral Agent will promptly give
Lender a statement setting forth the Market Value of all Collateral upon Lender’s
request and Lender shall have the right to audit the Market Value of all
Collateral.


 


(c)           Notwithstanding
the foregoing, with respect to any outstanding Loans secured by Collateral, the
respective rights of Lender and Borrower under Section 4(a) and Section 4(b) may
be exercised only where a Collateral Excess or Collateral Deficit exceeds 2% of
the Market Value of the Loaned Shares.


 


Section 5.                 Loan
Fee.  Borrower agrees to pay Lender a
single loan fee per Loan (a “Loan Fee”) equal to $0.001 per Loaned Share.  The Loan Fee shall be paid by Borrower on or
before the time of transfer of the Loaned Shares pursuant to Section 2(d) on
a delivery-versus-payment basis through the facilities of the Clearing
Organization.


 


Section 6.                 Loan
Terminations.


 


(a)           Borrower
may terminate all or any portion of a Loan on any Business Day by giving
written notice thereof to Lender and transferring the corresponding number of
Loaned Shares to Lender, without any consideration being payable in respect
thereof by Lender to Borrower.


 


(b)           All
outstanding Loans, if any, on the last day of the Loan Availability Period
shall terminate on the first Business Day following the last day of the Loan
Availability Period (the “Facility Termination Date”) and all
outstanding Loaned Shares shall be delivered by Borrower to Lender, without any
consideration being payable in respect thereof by Lender to Borrower, no later
than the fifth Business Day following the Facility Termination Date.


 


(c)           If
on any date, the number of Loaned Shares exceeds the Maximum Number of Shares,
the number of Loaned Shares in excess of the Maximum Number of Shares shall be
delivered by Borrower to Lender, without any consideration being payable in
respect thereof by Lender to Borrower, no later than the third Business Day
following such date (the “Conversion Notice Period”).  Upon receipt of a conversion notice from any
holder of


 


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Convertible Notes,
Lender shall notify Borrower within five Business Days of such conversion notice.  If Lender fails to provide Borrower with such
notice and as a result of complying with such Section 6(c), Borrower would
become a Beneficial Owner of more than 9.9% of the shares of Common Stock
outstanding at such time, then Borrower shall be permitted to extend the
Conversion Notice Period for no longer than such time to allow Borrower to
return such Loaned Shares, through one transaction or a series of transactions,
without causing Borrower to become, directly or indirectly a Beneficial Owner
of more than 9.9% of the shares of Common Stock outstanding at such time.


 


(d)           If
a Loan is terminated upon the occurrence of a Default as set forth in Section 11,
the Loaned Shares shall be delivered by Borrower to Lender, without any
consideration being payable in respect thereof by Lender to Borrower, no later
than the third Business Day following the termination date of such Loan as
provided in Section 11.


 


Section 7.                 Distributions.


 


(a)           If
at any time when there are Loaned Shares outstanding under this Agreement,
Lender pays a cash dividend or makes a cash distribution in respect of its
outstanding Common Stock to the then holder or holders of such Loaned Shares,
Borrower shall pay to Lender (whether or not Borrower is a holder of any or all
of the outstanding Loan Shares), within one Business Day after the payment of
such dividend or distribution, an amount in cash equal to the product of (i) the
amount per share of such dividend or distribution and (ii) the number of
Loaned Shares on which the dividend or distribution was paid.


 


(b)           If
at any time when there are Loaned Shares outstanding under this Agreement,
Lender makes a distribution in respect of its outstanding Common Stock in
property or securities, including any options, warrants, rights or privileges
in respect of securities (other than a distribution of Common Stock, but
including any options, warrants, rights or privileges exercisable for,
convertible into or exchangeable for Common Stock) to the then holder or
holders of such Loaned Shares (a “Non-Cash Distribution”), Borrower
shall deliver to Lender (whether or not Borrower is a holder of any or all of
the outstanding Loan Shares) in kind, within one Business Day after the date of
such Non-Cash Distribution, the property or securities distributed in an amount
equal to the product of (i) the amount per share of Common Stock of such
Non-Cash Distribution and (ii) the number of Loaned Shares on which such
Non-Cash Distribution was made.


 


(c)           Any
interest, cash distribution or cash dividend made on or in respect of any
Collateral for any Loan hereunder, shall, subject to (e) below, be
delivered by the Collateral Agent to Borrower, on the date such interest, cash
distribution or cash dividend is received by the Collateral Agent.


 


(d)           Any
non-cash distributions or dividend made on or in respect of any Collateral for
any Loan hereunder shall, subject to (e) below, be delivered by the
Collateral Agent to Borrower on the date such non-cash distribution or dividend
is received by the Collateral Agent.


 


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(e)           If
the cash or other property received by the Collateral Agent under the provisions
of paragraph (c) or (d) of this Section 7 qualifies as
Collateral, to the extent that a transfer of such cash or other property to
Borrower by the Collateral Agent would give rise to a Collateral Deficit, the
Collateral Agent shall (only to the extent of any such Collateral Deficit) not
make such transfer of cash or other property in accordance with this Section 7,
but shall in lieu of such transfer immediately credit the amounts that would
have been transferable under this Section 7 to the Collateral Account.


 


Section 8.                 Rights in
Respect of Loaned Shares.


 


Subject to the
terms of this Agreement, and except as otherwise agreed by Borrower and Lender,
Borrower, insofar as it is the record owner of Loaned Shares, shall have all of
the incidents of ownership in respect of any such Loaned Shares until such
Loaned Shares are required to be delivered to Lender in accordance with the
terms of this Agreement, including the right to transfer the Loaned Shares to
others.  Borrower agrees that it or any
of its affiliates that are the record owner of any Loaned Shares will not vote
such Loaned Shares or any matter submitted to a vote of Lender’s shareholders
but shall instead grant a proxy to Lender to vote such Loaned Shares.


 


Section 9.                 Representations
and Warranties.


 


(a)           Each
of Borrower and Lender represent and warrant to the other that:


 


(i)            it
has full power to execute and deliver this Agreement, to enter into the Loans
contemplated hereby and to perform its obligations hereunder;


 


(ii)           it
has taken all necessary action to authorize such execution, delivery and
performance;


 


(iii)          this
Agreement constitutes its legal, valid and binding obligation enforceable
against it in accordance with its terms; and


 


(iv)          the
execution, delivery and performance of this Agreement does not and will not
violate, contravene, or constitute a default under, (A) its certificate of
incorporation, bylaws or other governing documents, (B) any laws, rules or
regulations of any governmental authority to which it is subject, (C) any
contracts, agreements or instrument to which it is a party or (D) any
judgment, injunction, order or decree by which it is bound.


 


(b)           Lender
represents and warrants to Borrower, as of the date hereof, and as of the date
any Loaned Shares are transferred to Borrower in respect of any Loan hereunder,
that the Loaned Shares and all other outstanding shares of Common Stock of the Lender
have been duly authorized and, upon the issuance and delivery of the Loaned
Shares to Borrower in accordance with the terms and conditions hereof, and
subject to the contemporaneous or prior receipt of the applicable Loan Fee by
Lender, will be duly authorized, validly issued, fully paid nonassessible
shares of Common Stock; and the stockholders of Lender have no preemptive rights
with respect to the Loaned Shares.


 


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(c)           Lender
represents and warrants to Borrower, as of the date hereof, and as of the date
any Loaned Shares are transferred to Borrower in respect of any Loan hereunder,
that the outstanding shares of Common Stock are listed on The Nasdaq National
Market (“NASDAQ”) and the Loaned Shares have been approved for listing
on the NASDAQ, subject to official notice of issuance.


 


(d)           Borrower
represents to Lender that it has, or at the time of transfer to the Collateral
Agent shall have, the right to grant to Lender, and that Lender shall acquire,
a continuing first priority security interest in the Collateral, if any.


 


(e)           The
representations and warranties of Borrower and Lender under this Section 9
shall remain in full force and effect at all times during the term of this
Agreement and shall survive the termination for any reason of this Agreement.


 


Section 10.               Covenants.


 


(a)           Borrower
covenants and agrees with Lender that, in so far as it is the record owner of
any Loaned Shares, such Loaned Shares will be used for the purpose of directly
or indirectly facilitating the sale of the Convertible Notes and the hedging of
the Convertible Notes by the holders thereof or for such other purpose as
reasonably determined by the Lender.


 


(b)           The
parties hereto acknowledge that Borrower has informed Lender that Borrower is a
“financial institution” within the meaning of Section 101(22) of Title 11
of the United States Code (the “Bankruptcy Code”).  The parties hereto further acknowledge and
agree that (i) each Loan hereunder is intended to be a “securities
contract,” as such term is defined in Section 741(7) of the
Bankruptcy Code; (ii) each and every transfer of funds, securities and other
property under this Agreement is intended to be a “settlement payment” or a “margin
payment,” as such terms are used in Sections 362(b)(6) and 546(e) of
the Bankruptcy Code; and (iii) the rights given to Lender hereunder upon a
Default by Borrower are intended to constitute the rights to cause the
liquidation of a securities contract and to set off mutual debts and claims in
connection with a securities contract, as such terms are used in Sections 555
and 362(b)(6) of the Bankruptcy Code.


 


Section 11.               Events
of Default.


 


(a)           All
Loans, and any further obligation to make Loans under this Agreement, may, at
the option of Lender by a written notice to Borrower (which option shall be
deemed exercised, even if no notice is given, immediately on the occurrence of
an event specified in either Section 11(a)(iv) or Section 11(a)(v) below),
be terminated (i) immediately on the occurrence of any of the events set
forth in Section 11(a)(iv) or Section 11(a)(v) below and (ii) two
Business Days following such notice on the occurrence of any of the other
events set forth below, (each, a “Default”):


 


(i)            Borrower
fails to deliver Loaned Shares to Lender as required by Section 6;


 


(ii)           Borrower
fails to deliver or pay to Lender when due any cash, securities or other
property as required by Section 7;


 


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(iii)          Borrower
fails to transfer Collateral when due as required by Section 3 and Section 4;


 


(iv)          the
filing by or on behalf of Borrower of a voluntary petition or an answer seeking
reorganization, arrangement, readjustment of its debts or for any other relief
under any bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution, winding-up or liquidation or similar act or
law, of any state, federal or other applicable foreign jurisdictions, now or
hereafter existing (“Bankruptcy Law”), or any action by Borrower for, or
consent or acquiescence to, the appointment of a receiver trustee or other
custodian of Borrower, or of all or a substantial part of its property; or the
making by Borrower of a general assignment for the benefit of creditors; or the
admission by Borrower in writing of its inability to pay its debts as they
become due;


 


(v)           the
filing of any involuntary petition against Borrower in bankruptcy or seeking
reorganization, arrangement, readjustment of its debts or for any other relief
under any Bankruptcy Law and an order for relief by a court having jurisdiction
in the premises shall have been issued or entered therein; or any other similar
relief shall be granted under any applicable federal or state law or law of any
other applicable foreign jurisdictions; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee or other officer having similar powers over Borrower or
over all or a part of its property shall have been entered; or the involuntary
appointment of an interim receiver, trustee or other custodian of Borrower or
of all or a substantial part of its property; or the issuance of a warrant of
attachment, execution or similar process against any substantial part of the
property of Borrower; and continuance of any such event for 15 consecutive
calendar days unless dismissed, bonded to the satisfaction of the court having
jurisdiction in the premises or discharged;


 


(vi)          Borrower
fails to provide any indemnity as required by Section 14;


 


(vii)         Borrower
notifies Lender of its inability to or intention not to perform Borrower’s
obligations hereunder or otherwise disaffirms, rejects or repudiates any of its
obligations hereunder; or


 


(viii)        Any
representation made by Borrower under this Agreement in connection with any
Loan or Loans hereunder shall be incorrect or untrue in any material respect
during the term of any Loan hereunder or Borrower fails to comply in any
material respect with any of its covenants under this Agreement.


 


Section 12.               Lender’s
Remedies.


 


(a)           Upon
the termination of any Loan by Lender under Section 11, Borrower may, with
the prior written consent of Lender (which consent may be withheld at Lender’s
sole discretion; provided however that, Lender shall not withhold such request
if Borrower as a result would unavoidably become, directly or indirectly, a
Beneficial Owner of more than 9.9% of the


 


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shares of Common
Stock outstanding at such time), in lieu of the delivery of Loaned Shares to
Lender in accordance with Section 6(d), pay to Lender, no later than one
Business Day following notice of such Default to Borrower, an amount in
immediately available funds (the “Replacement Cash”) equal to the
product of the Closing Price as of the date of such notice of Default and the
number of Loaned Shares otherwise required to be delivered; provided that if
Lender consents to the delivery of Replacement Cash, Borrower may direct the
Collateral Agent to deliver to Lender any Collateral held by the Collateral
Agent in respect of the Loan so terminated and, to the extent the Market Value
of any such Collateral delivered to Lender is less than the required amount of
Replacement Cash, pay to Lender such difference in immediately available funds.  Any Collateral in respect of the Loan so
terminated that is not so delivered to Lender pursuant to this clause shall,
upon payment in full of the Replacement Cash to Lender, be immediately
delivered by Collateral Agent to Borrower.


 


(b)           Notwithstanding
anything to the contrary herein, if, upon the termination of any Loan by Lender
under Section 11 and, at the time of such termination, the purchase of
Common Stock in an amount equal to the Loaned Shares to be delivered to Lender
in accordance with Section 6(d) shall (i) be prohibited by any
law, rules or regulation of any governmental authority to which it is or
would be subject, (ii) violate, or would upon such purchase likely
violate, any order or prohibition of any court, tribunal or other governmental
authority or (iii) require the prior consent of any court, tribunal or
governmental authority prior to any such repurchase (each of (i), (ii) and
(iii), a (“Legal Obstacle”), then, in each case, Borrower shall
immediately notify Lender of the Legal Obstacle and the basis therefor,
whereupon Borrower’s obligations under Section 6(d) shall be
suspended until such time as no Legal Obstacle with respect to such obligations
shall exist (a “Repayment Suspension”). 
Upon notification of a Repayment Suspension and for so long as the
Repayment Suspension shall continue during any Pledge Period, Lender shall have
the right, exercisable in it sole discretion, to direct the Collateral Agent
to, and the Collateral Agent upon receipt of the written request of Lender
(with a copy to Borrower) shall, release to Lender an amount of Collateral with
a Market Value equal to the Market Value of all (or such fewer number as Lender
may specify) of the Loaned Shares that are the subject of the Repayment
Suspension, whereupon the Borrower’s obligation to return the specified number
of Loaned Shares to the Lender shall be automatically extinguished.


 


(c)           If
Borrower shall fail to deliver Loaned Shares to Lender pursuant to Section 6(d) when
due or shall fail to pay the Replacement Cash to Lender when due in accordance
with Section 12(a) or (b) above (to the extent Borrower is
permitted and elects to pay Replacement Cash), then, in either case, in
addition to any other remedies available to Lender under this Agreement or
under applicable law, Lender shall have the right (without further notice to
Borrower) to (i) purchase a like amount of Loaned Shares (“Replacement
Shares”) in the principal market for such securities in a commercially
reasonable manner, (ii) sell any Collateral in the principal market for
such Collateral in a commercially reasonable manner and (iii) apply and
set off the Collateral, if any, and any proceeds thereof (including any amounts
drawn under a letter of credit supporting any Loan) against the payment of the
purchase price for such Replacement Shares and any amounts due to Lender under
this Agreement.  To the extent Lender shall
exercise such right, Borrower’s obligation to return a like amount of Loaned
Shares or to pay the Replacement Cash, as applicable, shall terminate and
Borrower shall be liable to Lender for the purchase price of Replacement Shares
(plus all other


 


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amounts, if any,
due to Lender hereunder).  In the event
that (i) the purchase price of Replacement Shares (plus all other amounts,
if any, due to Lender hereunder) exceeds (ii) the amount of the Collateral,
if any, Borrower shall be liable to Lender for the amount of such excess.  The purchase price of Replacement Shares
purchased under this Section 12 shall include, and the proceeds of any
sale of Collateral shall be determined after deduction of, broker’s fees and
commissions and all other reasonable costs, fees and expenses related to such
purchase and sale.  In the event Lender
exercises its rights under this Section 12, Lender may elect in its sole
discretion, in lieu of purchasing all or a portion of the Replacement Shares or
selling all or a portion of the Collateral, if any, to be deemed to have made,
respectively, such purchase of Replacement Shares or sale of Collateral for an
amount equal to the Closing Price of the Common Stock on the date Lender elects
to exercise this remedy.  Upon the
satisfaction of all Borrower’s obligations hereunder, any remaining Collateral
shall be returned to Borrower.


 


Section 13.               Transfers.


 


(a)           All
transfers of Loaned Shares to Borrower or to Lender hereunder shall be made by
the crediting by a Clearing Organization of such financial assets to the
transferee’s “securities account” (within the meaning of Section 8-501 of
the UCC) maintained with such Clearing Organization.  All transfers of Collateral to Collateral
Agent by Borrower shall be made by crediting the Collateral Account.  All transfers of Collateral to Lender by
Collateral Agent shall be made in the manner directed by Lender.  In every transfer of “financial assets”
(within the meaning of Section 8-102 of the UCC) hereunder, the transferor
shall take all steps necessary (a) to effect a delivery to the transferee
under Section 8-301 of the UCC, or to cause the creation of a security
entitlement in favor of the transferee under Section 8-501 of the UCC, (b) to
enable the transferee to obtain “control” (within the meaning of Section 8-106
of the UCC), and (c) to provide the transferee with comparable rights
under any applicable foreign law or regulation.


 


(b)           All
transfers of cash hereunder to Borrower or Lender shall be by wire transfer in
immediately available, freely transferable funds.


 


(c)           A
transfer of securities or cash may be effected under this Section 13 on
any day except (i) a day on which the transferee is closed for business at
its address set forth in Section 17 or (ii) a day on which a Clearing
Organization or wire transfer system is closed, if the facilities of such
Clearing Organization or wire transfer system are required to effect such
transfer.


 


Section 14.               Indemnities.


 


(a)           Lender
hereby agrees to indemnify and hold harmless Borrower and its affiliates and
its former, present and future directors, officers, employees and other agents
and representatives from and against any and all liabilities, judgments,
claims, settlements, losses, damages, fees, liens, taxes, penalties,
obligations and expenses incurred or suffered by any such person or entity
directly or indirectly arising from, by reason of, or in connection with, (i) any
breach by Lender of any of its representations or warranties contained in Section 9
or (ii) any breach by Lender of any of its covenants or agreements in this
Agreement.


 


(b)           Borrower
hereby agrees to indemnify and hold harmless Lender and its affiliates and its
former, present and future directors, officers, employees and other agents and


 


13





















 


representatives
from and against any and all liabilities, judgments, claims, settlements,
losses, damages, fees, liens, taxes, penalties, obligations and expenses
incurred or suffered by any such person or entity directly or indirectly
arising from, by reason of, or in connection with (i) any breach by
Borrower of any of its representations or warranties contained in Section 9
or (ii) any breach by Borrower of any of its covenants or agreements in
this Agreement.


 


(c)           In
case any claim or litigation which might give rise to any obligation of a party
under this Section 14 (each an “Indemnifying Party”) shall come to
the attention of the party seeking indemnification hereunder (the “Indemnified
Party”), the Indemnified Party shall promptly notify the Indemnifying Party
in writing of the existence and amount thereof; provided that the failure of
the Indemnified Party to give such notice shall not adversely affect the right
of the Indemnified Party to indemnification under this Agreement, except to the
extent the Indemnifying Party is materially prejudiced thereby.  The Indemnifying Party shall promptly notify
the Indemnified Party in writing if it accepts such claim or litigation as
being within its indemnification obligations under this Section 14.  Such response shall be delivered no later
than 30 days after the initial notification from the Indemnified Party;
provided that, if the Indemnifying Party reasonably cannot respond to such
notice within 30 days, the Indemnifying Party shall respond to the Indemnified
Party as soon thereafter as reasonably possible.


 


(d)           An
Indemnifying Party shall be entitled to participate in and, if (i) in the
judgment of the Indemnified Party such claim can properly be resolved by money
damages alone and the Indemnifying Party has the financial resources to pay
such damages and (ii) the Indemnifying Party admits that this indemnity
fully covers the claim or litigation, the Indemnifying Party shall be entitled
to direct the defense of any claim at its expense, but such defense shall be
conducted by legal counsel reasonably satisfactory to the Indemnified Party.  An Indemnified Party shall not make any
settlement of any claim or litigation under this Section 14 without the
written consent of the Indemnifying Party.


 


Section 15.               Termination
Of Agreement.


 


(a)           This
Agreement may be terminated (i) at any time by the written agreement of
Lender and Borrower, (ii) by Lender upon the occurrence of a Default or (iii) upon
the earlier of (A) November 17 2035 and (B) the date on which
the Lender has notified the Borrower in writing of its intention to terminate
this Agreement at any time after the entire principal amount of Convertible
Notes ceases to be outstanding, whether as a result of conversion, redemption,
repurchase, cancellation or otherwise.


 


(b)           Unless
otherwise agreed by Borrower and Lender, the provisions of Section 14
shall survive the termination of this Agreement.


 


Section 16.               Registration
Provisions.


 


If, following
the initial Loan hereunder and registration of the initial Loaned Shares in
respect of such Loan, any subsequent Loan and public sale of the Loaned Shares
in respect of such subsequent Loan, in the reasonable opinion of counsel to
Borrower, would require registration under the Securities Act of 1933, as
amended, Lender shall register such sale in a form and manner reasonably
satisfactory to Borrower, and shall enter into an underwriting


 


14





















 


agreement
substantially in the form of the Underwriting Agreement dated as of November 17, 2005
relating to the issuance and sale of such initial Loaned Shares and shall
afford Borrower and its representatives and agents an opportunity to conduct an
appropriate “due diligence” investigation to Borrower’s reasonable
satisfaction, all at the expense of Lender. 
In no event shall this Section 16 require Lender to register shares
of Common Stock in excess of the Maximum Number of Shares.


 


Section 17.               Notices.


 


(a)           All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given when received.


 


(b)           All
such notices and other communications shall be directed to the following
address:


 


(i)            If
to Borrower or Borrowing Agent to:


 


Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179


 


(ii)           If
to Collateral Agent to:


 


Bear, Stearns & Co. Inc., as Collateral Agent
for 

383 Madison Avenue

New York, NY 10179


 


(iii)          If
to Securities Intermediary to:


 


Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179


 


(iv)          If
to Lender to:


 


CompuCredit Corporation

245 Perimeter Center Parkway, Suite 600

Atlanta, Georgia  30346

Facsimile:  770-206-6187

Attention:  Rohit H. Kirpalani, General
Counsel


 


With a copy to:

Troutman Sanders LLP

600 Peachtree Street

Suite 5200

Atlanta, Georgia  30308

Facsimile:  404-962-6743

Attention:  W. Brinkley Dickerson, Jr.


 


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(c)           In
the case of any party, at such other address as may be designated by written
notice to the other parties.


 


Section 18.               Governing
Law; Submission To Jurisdiction; Severability.


 


(a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, but excluding any choice of law provisions that would require
the application of the laws of a jurisdiction other than New York.


 


(b)           EACH
PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN
NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE
PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS
HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER AND (B) WAIVES,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR
DOMICILE.


 


(c)           EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(d)           To
the extent permitted by law, the unenforceability or invalidity of any
provision or provisions of this Agreement shall not render any other provision
or provisions herein contained unenforceable or invalid.


 


Section 19.               Counterparts.  This Agreement may be executed in any number
of counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same agreement.


 


Section 20.               Designation
Of Replacement Collateral Agent.  If
at any time while this Agreement is in effect (i) Bear, Stearns &
Co. Inc. ceases to be a Securities Intermediary or (ii) Lender shall determine,
in its sole discretion, that any of the relationships by or among the parties
hereto are reasonably likely to prevent Lender from acquiring, or jeopardize
the continuation of, Lender’s continuing first priority security interest in
the Collateral as contemplated under Section 3(b), Lender shall be
entitled to designate a bank or trust company reasonably satisfactory to
Borrower as a successor Collateral Agent. 
In the event of a designation of a successor Collateral Agent, each of
the parties to this Agreement agrees to take all such actions as are reasonably
necessary to effect the transfer of rights and obligations of Bear, Stearns &
Co. Inc. as Collateral Agent hereunder to such successor Collateral Agent,
including the execution and delivery of amendments to this Agreement as shall
be necessary to effect such designation and transfer.


 


16





















 


IN WITNESS WHEREOF, the parties hereto to have
executed this Share Lending Agreement as of the date and year first above
written.


 


	
  COMPUCREDIT CORPORATION

  	
  BEAR, STEARNS INTERNATIONAL

  LIMITED

  
	
  as Lender

  	
  as Borrower

  
	
   

  	
   

  
	
  By: /s/ William McCamey

  	
   

  	
  By: /s/ Robert N. Brunson

  	
   

  
	
  Name: William McCamey

  	
  Name: Robert N. Brunson

  
	
  Title: Treasurer

  	
  Title: Senior Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR, STEARNS & CO. INC. as Collateral

  Agent

  
	
   

  	
   

  
	
   

  	
  By: /s/ Paul S. Rosica

  	
   

  
	
   

  	
  Name: Paul S. Rosica

  
	
   

  	
  Title: Senior Managing
  Director

  
	
   

  	
   

  
	
   

  	
  BEAR, STEARNS & CO. INC.

  as Borrowing Agent

  
	
   

  	
   

  
	
   

  	
  By: /s/ Robert N. Brunson

  	
   

  
	
   

  	
  Name: Robert N. Brunson

  
	
   

  	
  Title: Senior Managing
  Director

  
				



 


17