RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.4

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT

Dated as of April 4, 2007

between

COMPUCREDIT INTERNATIONAL ACQUISITION CORPORATION

and

PARTRIDGE FUNDING CORPORATION

-i-

-ii-

RECEIVABLES PURCHASE AGREEMENT, dated as of April 4, 2007, by and between CompuCredit International Acquisition Corporation, a corporation organized and existing under the laws of the State of Nevada (together with its permitted successors and assigns, “ Seller ”) and Partridge Funding Corporation, a corporation organized and existing under the laws of the State of Nevada (together with its permitted successors and assigns, “ Purchaser ”).

W I T N E S S E T H:

WHEREAS, under the terms of an Agreement Relating to the Sale and Purchase of Partridge Business (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Sale and Purchase Agreement ”), dated as of April 4, 2007, among Barclays Bank PLC, a company incorporated in England and Wales (“ Barclays Bank ”), CompuCredit UK Limited, a company incorporated in England and Wales (“ CompuCredit UK ”), CompuCredit Services Corp., a Nevada corporation, and Seller, Barclays will sell, among other items, certain credit card accounts and receivables to Seller’s designee, R. Raphael & Sons PLC, a company incorporated in England and Wales (“ Raphaels Bank ”);

WHEREAS, under the terms of a Receivables Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ RB Receivables Purchase Agreement ”), dated as of April 4, 2007, between Raphaels Bank and Seller, Raphaels Bank will sell and Seller will purchase from time to time certain Receivables (hereinafter defined) arising under the Accounts (hereinafter defined) existing at the Cut-Off Time (hereinafter defined) and thereafter created;

WHEREAS, Purchaser desires to purchase from the Seller, from time to time, certain Receivables arising under the Accounts existing at the Cut-Off Time and thereafter created;

WHEREAS, Seller desires to sell and assign from time to time Receivables to Purchaser upon the terms and conditions hereinafter set forth;

WHEREAS, it is contemplated that the Receivables purchased hereunder will be transferred by Purchaser to the Issuer and a security interest therein will be granted by the Issuer to the Indenture Trustee (hereinafter defined) in connection with the issuance of certain notes; and

WHEREAS, Seller agrees that all representations, warranties, covenants and agreements made by Seller herein with respect to the Accounts and Receivables shall also be for the benefit of the Issuer and the Indenture Trustee for the benefit of the holders of the Notes and any Series Enhancers.

NOW, THEREFORE, it is hereby agreed by and between Purchaser and Seller as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Indenture, the Trust Agreement or the Transfer and Servicing Agreement; in addition, the following words and phrases shall have the following meanings:

“ Account ” shall mean each VISA ^{® 1} consumer revolving credit card account conveyed by Barclays to Raphaels Bank pursuant to the Sale and Purchase Agreement and identified by name and account number on the Account Schedule, including Related Accounts and Transferred Accounts.

“ Account Owner ” shall mean (i) prior to the Conversion Date, Barclays Bank and (ii) on and after the Conversion Date, Raphaels Bank or any other entity which is the owner or issuer of the credit card relating to an Account pursuant to a Credit Card Agreement.

“ Account Ownership Agreement ” shall mean the Account Ownership Agreement dated as of April 4, 2007 between Raphaels Bank, CIAC and the Seller.

“ Account Schedule ” shall mean a computer file or microfiche list containing a true and complete list of all Accounts delivered to Purchaser by Seller on or prior to the Closing Date.

“ Agreement ” shall mean this Receivables Purchase Agreement, as it may be amended, amended and restated, supplemented, or otherwise modified from time to time.

“ Barclays Bank ” shall have the meaning set forth in the Recitals hereto.

“ Cash Advance Fees ” shall have the meaning set forth in the Credit Card Agreement applicable to each Account for cash advance fees or similar terms if such fees are provided for with respect to such Account.

“ Charged-Off Accounts ” shall mean the Accounts that are identified by name and account number on the Account Schedule as having been charged-off by Barclays Bank in accordance with its applicable policy as of the Cut-Off Time.

“ CIAC ” shall mean CompuCredit International Acquisition Corporation, a Nevada Corporation.

“ Closing Date ” shall mean April 4, 2007.

“ Closing Purchase Price ” shall have the meaning set forth in subsection 3.01(a) .

“ Collections ” shall mean, to the extent transferred to Seller pursuant to a Partridge Receivables Purchase Agreement, all payments by or on behalf of Obligors received in respect of

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the Receivables, in the form of cash, checks, SWIFT payments, wire transfers, direct debits, bank giro credits, electronic transfers, ATM transfers or any other form of payment and all other amounts specified by this Agreement as constituting Collections, including Interchange, Insurance Proceeds, and Recoveries with respect to the Receivables.

“ CompuCredit UK ” shall have the meaning set forth in the Recitals hereto.

“ Conversion Date” shall mean the date on which Seller provides notice to Purchaser that Raphaels Bank has issued replacement Credit Cards to all Obligors bearing the name of Raphaels Bank in place of the existing Credit Cards bearing the name of Barclays Bank.

“ Conveyance ” shall have the meaning set forth in subsection 2.01(a) .

“ Conveyance Papers ” shall have the meaning set forth in subsection 4.01(a)(iii) .

“ Covered Account ” shall have the meaning set forth in Section 6.01 .

“ Credit Adjustment ” shall have the meaning set forth in Section 3.02(c) .

“ Credit Card ” shall mean the plastic VISA credit card issued by the Account Owner to each Obligor pursuant to the relevant Credit Card Agreement.

“ Credit Card Agreement ” shall mean, with respect to a revolving credit card account, the agreements between the Account Owner and the Obligor governing the terms and conditions of such account, as such agreements or statements may be amended, modified or otherwise changed from time to time and as distributed (including any amendments and revisions thereto) to holders of such Account.

“ Credit Card Guidelines ” shall mean the respective policies and procedures of the Servicer or the Account Owner as such policies and procedures relate to the Accounts and as such may be amended from time to time, (a) relating to the operation of its credit card business, which generally are applicable to its portfolio of revolving credit card accounts or, in the case of an Account Owner that has only a portion of its portfolio subject to a Partridge Receivables Purchase Agreement, applicable to such portion of its portfolio, and in each case which are consistent with prudent practice, including the policies and procedures for determining the creditworthiness of credit card customers and the extension of credit to credit card customers, and (b) relating to the maintenance of credit card accounts and collection of credit card receivables.

“ Cut-Off Time ” shall mean 11:59 p.m. London time on April 3, 2007.

“ Debtor Relief Laws ” shall mean (i) the United States Bankruptcy Code and (ii) all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization, suspension of payments, adjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect affecting the rights of creditors generally.

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“ Declaration of Trust ” shall mean the declaration of trust, dated the date hereof, made by Barclays Bank in respect of the Receivables and the other Purchased Assets in favor of Raphaels Bank as CIAC’s designee.

“ Eligible Account ” shall mean a VISA consumer revolving credit card account which, as of the Cut-Off Time, has the following characteristics:

(a) is in existence, owned and maintained by the Account Owner;

(b) is not a Charged-Off Account; and

(c) is not an Excluded Account.

“ Eligible Receivable ” shall mean each Receivable:

(a) which has arisen in an Eligible Account;

(b) which was created in compliance in all material respects with all Requirements of Law applicable to the institution which owned such Receivable at the time of its creation and pursuant to a Credit Card Agreement which complies in all material respects with all Requirements of Law;

(c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations in respect of the Financial Services and Markets Act 2000, the Consumer Credit Act 1974 and the Data Protection Act 1998 or with any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the Account Owner of its obligations, if any, under the related Credit Card Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect;

(d) as to which, at the time of the transfer of such Receivable to Purchaser, Seller has good and marketable title thereto free and clear of all Encumbrances;

(e) which, at the time of the transfer of such Receivable to Purchaser, is the legal, valid and binding payment obligation of the Obligor thereon enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);

(f) which, at the time of transfer to Purchaser, has not been waived or modified except as permitted in accordance with the Credit Card Guidelines and which waiver or modification is reflected in the Account Owner’s or Servicer’s computer file of revolving credit card accounts or, with respect to terms other than pricing terms, otherwise on its books and records;

(g) which, at the time of transfer to Purchaser, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the Obligor, other than defenses arising out of applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or equity);

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(h) as to which, at the time of transfer to Purchaser, Seller has satisfied all of its obligations under the applicable Credit Card Agreement to the applicable Obligor required to be satisfied by such time; and

(i) as to which, at the time of transfer to Purchaser, Seller has not taken any action which would impair, or omitted to take any action the omission of which would impair, the rights of Purchaser in such Receivable.

“ Encumbrance ” shall mean any security interest, mortgage, claim, charge (fixed or floating), 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, or any financing lease having substantially the same economic effect as any of the foregoing.

“ Excluded Account ” shall mean a credit card account which, as of the Cut-Off Time, has one or more of the following characteristics:

(a) is the subject of a dispute as to the validity, enforceability or existence of the account, or the underlying Credit Card Agreement, which dispute has either been notified to Account Owner in writing or is recorded in the Account Owner’s records as of the Cut-Off Time;

(c) is charged off or should have been charged off in accordance with the Policies and Procedures;

(d) is subject to litigation, other than credit card accounts that are in litigation solely as a result of legal collection initiated by the Account Owner;

(e) does not have an address located in the United Kingdom;

(f) in respect of which the first payment has become due and payable and the Obligor has never made a payment;

(g) has been re-aged other than in accordance with the Policies and Procedures (but excluding any accounts which have been re-aged incorrectly as a result of a conversion as disclosed to Seller by Barclays Bank) and the aggregate amount of outstanding Receivables related thereto as of the Cut-Off Time exceed £125,000;

(h) any test accounts opened or maintained by the Account Owner with respect to the VISA system for verification or other internal purposes;

(i) the Obligor in respect of which has pledged assets or made a cash collateral deposit as full or partial security for payment of Receivables outstanding as of the Cut-Off Time, which assets or deposits are held by the Account Owner as of the Closing Date;

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(j) the Obligor in respect of which is dead or has had an individual voluntary arrangement approved by the Account Owner on or before the Cut-Off Time;

(k) has been originated by fraud or fraudulent action on or before the Cut-Off Time;

(l) is not identified on the Account Schedule as a “B” account or as a “C” account; or

(m) the Obligor in respect of which has been declared bankrupt.

“ Finance Charge Receivables ” shall mean, to the extent transferred to Seller pursuant to a Partridge Receivables Purchase Agreement, all Receivables that constitute (i) Periodic Rate Finance Charges, (ii) Cash Advance Fees, (iii) annual membership fees and annual service charges, (iv) Late Fees and (v) Overlimit Fees.

“ Governmental Authority ” shall mean any governmental, regulatory or self-regulatory entity, in the United Kingdom or in the United States of America, or any state thereof or any other foreign governmental state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Indenture ” shall mean the Master Indenture, dated as of April 4, 2007, among the Issuer, the Indenture Trustee and CIAC as Servicer, as modified or supplemented by any indenture supplement thereto.

“ Indenture Trustee ” shall mean Deutsche Bank Trust Company Americas in its capacity as indenture trustee under the Indenture, or its successor in interest, or any successor indenture trustee appointed as provided in the Indenture.

“ Insolvency Event ” shall have the meaning set forth in Section 7.02 .

“ Insurance Proceeds ” shall mean, to the extent transferred to Seller pursuant to a Partridge Receivables Purchase Agreement, any amounts received pursuant to any credit insurance policies covering any Obligor with respect to Receivables under such Obligor’s Account.

“ Interchange ” shall mean, to the extent transferred to Seller pursuant to a Partridge Receivables Purchase Agreement, all interchange fees payable to the Account Owner (net of any interchange fees paid by such Account Owner), in its capacity as credit card issuer, through VISA in connection with cardholder charges for goods or services with respect to the Accounts.

“ Issuer ” shall mean Partridge Acquired Portfolio Business Trust, a Nevada business trust.

“ Late Fees ” shall have the meaning set forth in the Credit Card Agreement applicable to each Account for late fees or similar terms if such fees are provided for with respect to such Account.

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“ Obligor ” shall mean, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant.

“ Operating Regulations ” shall mean the by-laws, rules and regulations of Visa.

“ Overlimit Fees ” shall have the meaning set forth in the Credit Card Agreement applicable to each Account for overlimit fees or similar terms if such fees are provided for with respect to such Account.

“ Owner Trustee ” shall mean Wilmington Trust FSB, a federal savings bank, not in its individual capacity but solely as Owner Trustee under the Trust Agreement (unless otherwise specified therein), and any successor Owner Trustee thereunder.

“ Partridge Receivables Purchase Agreement ” shall mean the RB Receivables Purchase Agreement and any receivables purchase agreement, substantially in the form of such agreement, entered into between Seller and an Account Owner in the future.

“ Periodic Rate Finance Charges ” shall have the meaning set forth in the Credit Card Agreement applicable to each Account for finance charges (due to periodic rate) or any similar term.

“ Person ” shall mean any person or entity, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature, whether or not a legal entity.

“ Personal Data ” shall have the meaning given to that term in the United Kingdom Data Protection Act 1998, as amended. Personal Data shall not include the Account numbers of the Obligors.

“ Principal Receivables ” shall mean, to the extent transferred to Seller pursuant to a Partridge Receivables Purchase Agreement, all Receivables other than Finance Charge Receivables.

“ Purchase Price ” shall have the meaning set forth in subsection 3.01(a) .

“ Purchased Assets ” shall have the meaning set forth in subsection 2.01(a) .

“ Purchase Price Adjustment ” shall have the meaning set forth in subsection 3.02(a) .

“ Purchaser ” shall have the meaning set forth in the Preamble hereto.

“ Raphaels Bank ” shall have the meaning set forth in the Recitals hereto.

“ RB Receivables Purchase Agreement ” shall mean the Receivables Purchase Agreement between Raphaels Bank and Seller, dated as of April 4, 2007, as it may be further amended, amended and restated, supplemented, or otherwise modified from time to time.

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“ Receivable ” shall mean any amount owing by the Obligor under an Account from time to time to the extent, but only to the extent, that such amount owing has been conveyed to Seller pursuant to a Partridge Receivables Purchase Agreement.

“ Recoveries ” shall mean, to the extent transferred to Seller pursuant to a Partridge Receivables Purchase Agreement, all amounts received with respect to Receivables which have been previously charged off.

“ Related Account ” shall mean an Account with respect to which a new credit account number has been issued by the Account Owner or Servicer under circumstances resulting from an error or a lost or stolen credit card not requiring standard application and credit evaluation procedures under the Credit Card Guidelines, provided that such Related Account can be traced or identified, by reference to or by way of an Account Schedule, as an Account into which an Account has been transferred.

“ Related Agreements ” shall mean the Sale and Purchase Agreement, the Account Ownership Agreement, each Partridge Receivables Purchase Agreement, the Trust Agreement, the Indenture and the Transfer and Servicing Agreement.

“ Repurchase Price ” shall have the meaning set forth in Section 6.02 .

“ Requirements of Law ” shall mean, with respect to any Person, the Operating Regulations and the requirements of any national, supra-national or local law, statute, rule or regulation or judicial, governmental, or administrative order, decree or ruling or any provision of any organizational, corporate, constitutional or governing documents, applicable to the Seller or the Accounts or the Account Owner in relation to the credit card business conducted pursuant to the Account Ownership Agreement or the actions of any party to this Agreement in the performance of its respective obligations hereunder or under any Related Agreements.

“ Sale and Purchase Agreement ” shall have the meaning set forth in the Recitals hereto.

“ Seller ” shall have the meaning set forth in the Preamble hereto.

“ Servicer ” shall mean the Servicer from time to time under the Transfer and Servicing Agreement.

“ Signing Statement ” shall mean a statement reflecting the net daily cash settlements of cash receipts and cash disbursements with regard to the Accounts for the period between the Valuation Date and the Closing Date to be delivered by Seller to Purchaser within twenty (20) Business Days following the Closing Date.

“ Transfer and Servicing Agreement ” shall mean the Transfer and Servicing Agreement, dated as of April 4, 2007, among CIAC, as Servicer, Purchaser, as Transferor, the Issuer and the Indenture Trustee.

“ Transferred Account ” shall mean each account (other than a Related Account) into which an Account shall be transferred, provided that such transfer was made in accordance with the Credit Card Guidelines, and further provided that such Transferred Account can be traced or identified, by reference to or by way of an Account Schedule, as an Account into which an Account has been transferred.

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“ Trust Agreement ” shall mean the Partridge Acquired Portfolio Master Business Amended and Restated Trust Agreement, dated as of April 4, 2007, between Purchaser and Wilmington Trust FSB.

“ Valuation Date ” shall mean 11:59 p.m. London time on February 28, 2007.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

“ VISA ” shall mean Visa International Services Association, Visa Europe Limited and any other Visa entity, as appropriate, and their successors in interest.

Section 1.02. Other Definitional Provisions .

(a) All terms defined in this Agreement shall have the defined meanings when used in any certificate, other document, or Conveyance Paper made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “ hereof ,” “ herein ” and “ hereunder ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

(c) Terms used herein that are defined in the New York UCC and not otherwise defined shall have the meanings set forth in the New York UCC unless the context requires otherwise.

Section 1.03. Incorporation By Reference .

Each reference herein to the Sale and Purchase Agreement, the Account Ownership Agreement, the RB Receivables Purchase Agreement, the Trust Agreement, the Indenture, the Transfer and Servicing Agreement, or any other Related Agreement, refers to such agreement as in effect on the Closing Date unless otherwise agreed to by Seller and Purchaser.

[END OF ARTICLE I]

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ARTICLE II

PURCHASE AND CONVEYANCE OF RECEIVABLES

Section 2.01. Purchase .

(a) In consideration of the payment of the Purchase Price as provided herein, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser (collectively, the “ Conveyance ”), without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired, all Receivables existing as of the Cut-Off Time arising in the Accounts (including Transferred Accounts and Related Accounts related to such Accounts), and thereafter created from time to time in such Accounts, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect to such Receivables, the trust over the foregoing created by Barclays Bank in favor of Raphaels Bank pursuant to the Declaration of Trust, each Partridge Receivables Purchase Agreement, the Sale and Purchase Agreement and all documents executed from time to time in connection therewith (all of the foregoing being the “ Purchased Assets ”).

(b) The Receivables existing in the Accounts as of the Cut-Off Time and thereafter arising in the Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be and hereby are sold by Seller and purchased by Purchaser on the Closing Date. Receivables arising in the Accounts after the Closing Date and the related Purchased Assets shall be and hereby are sold by Seller and purchased by Purchaser on the date such Receivables arise.

(c) Seller shall record and file, at its own expense, a