Exhibit 4.4
SUPPLEMENTAL
INDENTURE
This Supplemental Indenture (the
“Supplemental Indenture”) dated as of
,
2009, is entered into by and among CompuCredit Corporation, a
Georgia corporation (the “Company”), CompuCredit
Holdings Corporation, a Georgia corporation
(“Holdings”), and U.S. Bank National Association, as
successor to Wachovia Bank, National Association, as Trustee (the
“Trustee”) under the Indenture (the
“Indenture”) dated as of November 23, 2005 between
the Company and the Trustee.
RECITALS
WHEREAS, the Company has outstanding
Securities issued pursuant to the Indenture.
WHEREAS, the Company, Holdings and
CompuCredit Merger Sub, Inc., a Georgia corporation and an
indirect, wholly owned subsidiary of the Company
(“MergerSub”), have executed and delivered an Agreement
and Plan of Merger, dated as of
,
2009 pursuant to which (i) the MergerSub will be merged with
and into the Company, with the Company surviving the merger and
(ii) the outstanding common stock of the Company will be
converted into common stock of Holdings (the
“Reorganization”).
WHEREAS, to effect the
Reorganization, the Company has incorporated Holdings as a direct,
wholly owned subsidiary, which in turn has incorporated
MergerSub.
WHEREAS, as a result of the
Reorganization, Holdings will become a holding company and the
Company will become a direct wholly owned subsidiary of
Holdings.
WHEREAS, as a result of the
Reorganization, Holdings will become a “successor
Person” to the Company, under the terms of the
Indenture.
WHEREAS, Holdings and the Company
intend that Holdings will succeed to, and be substituted for, and
may exercise every right and power of, the Company under the
Indenture with the same effect as if Holdings had been named as the
Company in the Indenture, and, thereafter, the Company will be
discharged and released from all obligations and covenants under
the Indenture and the Securities.
NOW, THEREFORE, in consideration of
the premises, the covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto
covenant and agree as follows:
ARTICLE I
Section 1.1 Capitalized
Terms . Capitalized terms used but not defined herein are
defined in the Indenture and are used herein with the meanings
assigned to them therein.
Section 1.2 Securities .
Holdings shall, effective as of the effective time of the
Reorganization (the “Effective Time”), assume, and
shall thereafter timely pay, perform, discharge and fully and
unconditionally guarantee, each and every obligation of the Company
under and with respect to those certain 5.875% Convertible Senior
Notes due 2035 (the “Securities”) issued by the Company
in an aggregate principal amount of $300,000,000 pursuant to the
Indenture.
Section 1.3 Indenture .
Pursuant to Article 5 of the Indenture, Holdings shall, effective
as of the Effective Time, succeed to, and be substituted for, and
may exercise every right and power of, the Company under the
Indenture with the same effect as if Holdings had been named as the
Company in the Indenture. Without limiting the foregoing, Holdings
shall, effective as of the Effective Time, assume, and shall
thereafter timely pay, perform, discharge and fully and
unconditionally guarantee, each and every obligation of the Company
under and with respect to the Indenture. From and after the
Effective Time, the Company will be discharged and released from
all obligations and covenants under the Indenture and the
Securities, including but not limited to the obligation to pay,
perform and discharge any indebtedness issued under the
Indenture.
Section 1.4 Conversion of
Securities . At the Effective Time, the Securities shall cease
to be convertible into shares of the Company’s common stock
and shall be converti
