Exhibit 10.1
EXECUTION COPY
AMENDED AND
RESTATED
SUPPLEMENT NO. 4 TO SERIES
2006-ONE SUPPLEMENT to MASTER INDENTURE
This AMENDED AND RESTATED SUPPLEMENT
NO. 4 TO SERIES 2006-ONE SUPPLEMENT to MASTER INDENTURE, dated as
of September 10, 2008 (this “ Supplement
”), is entered into among COMPUCREDIT CREDIT CARD MASTER NOTE
BUSINESS TRUST III, a business trust organized and existing under
the laws of the State of Nevada (the “ Issuer
”), COMPUCREDIT CORPORATION, a Georgia corporation, as
Servicer (the “ Servicer ”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Indenture Trustee (together with
its successors in the trusts thereunder as provided in the
Indenture, the “ Indenture Trustee ”) under the
Master Indenture dated as of March 10, 2006 (the “
Indenture ”) among the Issuer, the Servicer and the
Indenture Trustee.
RECITALS
1. The
Issuer, the Servicer and the Indenture Trustee are parties to that
certain Series 2006-One Supplement dated as of March 10, 2006,
as amended by Supplement No. 1 dated as of September 29,
2006, Supplement No. 2 dated as of November 2, 2007 and
Supplement No. 3 dated as of December 31, 2007 (as so
previously supplemented and as amended, supplemented or otherwise
modified from time to time, the “ Indenture Supplement
”).
2. The
parties hereto desire to amend and supplement the Indenture
Supplement as hereinafter set forth.
3. The
parties hereto entered into Supplement No. 4 to Series
2006-One Supplement, dated as of September 10, 2008 (the
“ Original Supplement No. 4 ”), and wish to
amend and restate the Original Supplement No. 4 as hereinafter
set forth.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree that the Original Supplement
No. 4 is amended and restated as follows:
1.
Certain Defined Terms . Capitalized terms that are used
herein without definition and that are defined in the Indenture
Supplement shall have the same meanings herein as
therein.
2.
Amendments to Indenture Supplement . The Indenture
Supplement is hereby amended and supplemented by:
(a)
effective on October 1, 2008, deleting Items 1, 2 and 5 of
Schedule A thereto and substituting, in lieu thereof, Items 1, 2
and 5 of Schedule A to this Supplement.
(b)
effective on October 1, 2008, deleting the definition of
“Overconcentration Amount” in its entirety and
substituting, in lieu thereof, the following:
“ Overconcentration
Amount ” shall mean, for any date of determination, an
amount equal to $0.
(c) deleting the definition of
“Excess Spread Percentage” in its entirety and
substituting, in lieu thereof, the following:
“ Excess Spread
Percentage ” shall mean, with respect to any Monthly
Period, the average of the Monthly Excess Spread Percentages for
such Monthly Period and the two preceding Monthly
Periods.
(d) adding the following definition
to Section 2.01 in the appropriate alphabetical
order:
“ Monthly Excess Spread
Percentage ” shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction,
(A) the numerator of which is equal to (i) Series Finance
Charge Collections with respect to such Monthly Period, plus
(ii) without duplication of amounts referred to in clause
(i) above, the amount of Interchange to be included as Series
Finance Charge Collections for such Monthly Period pursuant to
subsection 3.01(c) , minus (iii) the Series
Default Amount for the Distribution Date with respect to such
Monthly Period, minus (iv) the Monthly Servicing Fee
for the Distribution Date with respect to such Monthly Period,
minus (v) the Monthly Supplemental Servicing Fee for
the Distribution Date with respect to such Monthly Period,
minus (vi) Series 2006-One Monthly Interest with
respect to such Monthl
