Exhibit 10.3
RECEIVABLES PURCHASE AND SECURITY AGREEMENT, dated as of September 23, 2002, by
and between CFC LLC, a Nevada limited liability company ("LLC") and COLUMBUS
BANK AND TRUST COMPANY, a state chartered bank organized under the laws of the
State of Georgia ("Columbus Bank").
W I T N E S S E T H:
WHEREAS, Columbus Bank and CompuCredit Corporation, a Georgia corporation
("CompuCredit") are party to the Amended and Restated Receivables Purchase
Agreement, dated as of July 14, 2000 (as the same shall have been amended to the
date hereof, the "CompuCredit Purchase Agreement");
WHEREAS, LLC desires to purchase certain Receivables (hereunder defined) arising
under certain credit card accounts of Columbus Bank following the termination of
the CompuCredit Purchase Agreement, as more fully provided herein; and
WHEREAS, Columbus Bank desires to sell and assign certain Receivables to LLC
following termination of the CompuCredit Purchase Agreement, as more fully
provided herein.
NOW, THEREFORE, it is hereby agreed by and between Columbus Bank and LLC as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
DEFINITIONS.
ALL CAPITALIZED TERMS USED HEREIN OR IN ANY
CERTIFICATE OR DOCUMENT, OR CONVEYANCE PAPER MADE OR DELIVERED PURSUANT HERETO,
AND NOT OTHERWISE DEFINED HEREIN OR THEREIN, SHALL HAVE THE MEANING ASCRIBED
THERETO IN THE AFFINITY AGREEMENT, THE COMPUCREDIT PURCHASE AGREEMENT (AS
HEREINAFTER DEFINED) OR THE TRANSFER AND SERVICING 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 Columbus Bank, 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 Receivables Purchase and Security Agreement and all
amendments hereof and supplements hereto.
"Bank Lien" shall mean any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, equity interest, encumbrance,
lien (statutory or other), preference, participation interest, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever,
including any conditional sale or other title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing and
the filing of any financing statement under the UCC or comparable law of any
jurisdiction to evidence any of the foregoing; provided, however, that any lien
or liens on receivables maintained pursuant to the Indenture, the CompuCredit
Purchase Agreement, the
CFC Purchase Agreement or the Transfer and Servicing Agreement shall not
constitute a Bank Lien on the Residual Interests.
"Bankruptcy Event" shall mean:
(I)
LLC 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,