equal to that afforded
herein.
In the event that CompuCredit and CB&T cannot, within 5 business days
of notice from one party to another of an asserted change in policy, resolve a
dispute as to whether such change in legal, regulatory or cardholder association
policy has occurred, or whether prudent and commercially reasonable practices in
the industry dictate a change in account
A-2
closure policies with respect to the Accounts, then such dispute shall be
submitted for arbitration to independent legal counsel with expertise in the
pertinent legal and regulatory issues, which independent legal counsel shall be
acceptable to each of the parties.
Upon expiration of the 5 day dispute
resolution period described in the preceding sentence, the parties shall have 10
business days to submit such dispute, together with their respective supporting
materials, to the designated arbitrator.
A-3
EXHIBIT B
FORM OF QUALIFYING LETTER OF CREDIT
Date:
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
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 FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT
NUMBER
WHICH IS AVAILABLE WITH
BY PAYMENT AGAINST PRESENTATION OF THE ORIGINAL OF
THIS LETTER OF CREDIT AND YOUR DRAFTS AT SIGHT DRAWN ON
, ACCOMPANIED BY THE DOCUMENTS DETAILED BELOW:
A PURPORTEDLY SIGNED STATEMENT, OF AN OFFICER OF THE BENEFICIARY CERTIFYING THAT
AN EVENT OF DEFAULT HAS OCCURRED UNDER THAT CERTAIN AFFINITY CARD AGREEMENT
DATED
BETWEEN YOU AND COMPUCREDIT CORPORATION'S FAILURE
TO PERFORM UNDER SAID AFFINITY CARD AGREEMENT.
WE HEREBY AGREE WITH YOU THAT THE DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH
THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED UPON PRESENTATION, AS
SPECIFIED HEREIN.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998,
ICC PUBLICATION NO. 590.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION,
PLEASE CALL XXX-XXX-XXXX.
AUTHORIZED SIGNATURE
AUTHORIZED SIGNATURE
THIS DOCUMENT CONSISTS OF 1 PAGE(S)
B-1
EXHIBIT C
OFFICER'S CERTIFICATE 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 and fully qualified to make on behalf of myself
and CCRT this Certificate and to deliver same to Columbus Bank and Trust Company
("CB&T"), a federally regulated depository institution, for its material
reliance thereon.
As defined in the Pledge and Security Agreement, dated as of September 23, 2002,
the aggregate Residual Valuation of the Residual Interests as a whole and the
aggregate Residual Valuation of the Residual Interests owned by the LLC
Subsidiaries are in each case greater than or equal to the Minimum Residual
Valuation with respect thereto.
IN WITNESS WHEREOF, I have hereunto set my hand on and of this
day of
, 2002.
Name:
Title:
C-1
EXHIBIT D
SHAREHOLDERS AGREEMENT
SHAREHOLDERS