(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints
, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
(4)
Signature Guaranteed:
(4) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-2-7
EXHIBIT A-3
FORM OF
CLASS C FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
THIS CLASS C NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS C NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES OR "BLUE SKY" LAWS TO ANY PERSON WHO THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE
144A UNDER THE SECURITIES ACT ("RULE 144A") IN COMPLIANCE WITH RULE 144A OR A
PERSON WHO IS AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2004-ONE
INDENTURE SUPPLEMENT AND THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN. NONE OF
THE ISSUER, THE TRANSFEROR, THE SERVICER, THE PAYING AGENT, NOTE REGISTRAR OR
THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS C NOTES UNDER THE
SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF COMPUCREDIT
CREDIT CARD MASTER NOTE BUSINESS TRUST AND COMPUCREDIT FUNDING CORP., THAT SUCH
PURCHASER IS NOT (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS
SUBJECT TO THE PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), WHICH IS SUBJECT
TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF ANY SUCH PLAN'S INVESTMENT IN THE ENTITY (UNLESS
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
NEITHER THIS CLASS C NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO
AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS C NOTE IS
SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH, INCLUDING SECTION 9.04 OF THE SERIES 2004-ONE INDENTURE
SUPPLEMENT AND THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN.
THE