Exhibit 10.2
PLEDGE AND SECURITY AGREEMENT, dated as of September 23, 2002, by and between
COMPUCREDIT CORPORATION, a Georgia Corporation ("CompuCredit" or "Pledgor") and
COLUMBUS BANK AND TRUST COMPANY, a state chartered bank organized under the laws
of the State of Georgia ("CB&T" or "Secured Party").
W I T N E S S E T H:
WHEREAS, CB&T and CompuCredit are party to the Receivables Purchase Agreement,
dated as of October 20, 2000 and the Receivables Purchase Agreement, dated as of
July 14, 2000 (together, as the same shall have been amended to the date hereof,
the "CompuCredit Purchase Agreement") and the Affinity Card Agreement, dated as
of January 6, 1997 (as the 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 the Affinity Agreement.
NOW, THEREFORE, in consideration of the amendment of the Affinity Agreement and
the extension of the term thereof and other good and valuable consideration, the
receipt and sufficiency of which hereby is acknowledged by the parties hereto,
it is hereby agreed by and between CB&T and CompuCredit as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
DEFINITIONS.
ALL CAPITALIZED TERMS USED HEREIN OR IN ANY
CERTIFICATE OR DOCUMENT OR MADE OR DELIVERED PURSUANT HERETO, AND NOT OTHERWISE
DEFINED HEREIN OR THEREIN, SHALL HAVE THE MEANING ASCRIBED THERETO IN THE
AFFINITY AGREEMENT OR THE COMPUCREDIT PURCHASE AGREEMENT; IN ADDITION, THE
FOLLOWING WORDS AND PHASES SHALL HAVE THE FOLLOWING MEANINGS:
"Affinity Agreement" shall mean the Affinity Card Agreement, dated as of
January 6, 1997 between CB&T, CompuCredit and CompuCredit Acquisition
Corporation, as amended to the date hereof and as such agreement may be amended
from time to time hereafter.
"Agreement" shall mean this Pledge and Security Agreement and all amendments
hereof and supplements hereto.
"Bank Lien" shall have the meanings set forth in the Standby Receivables
Purchase Agreement.
"Bankruptcy Event" shall mean:
(i)
CompuCredit shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, relief of debtors or the like, seeking to have an order for
relief entered with respect
to it, or seeking to adjudicate it bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its respective debts, or
(B) seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or substantially all of its assets, or CompuCredit
shall make a general assignment for the benefit of its respective creditors; or
(ii)
the commencement against CompuCredit of
any case, proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such adjudication
or appointment, and (B) remains undismissed, undischarged or unbonded for a
period of sixty (60) days; or
(iii)
the commencement against CompuCredit of any
case, proceeding or other action