Amendment to Affinity Card Agreement
This is an Amendment (this "Amendment"), dated as of August 1, 1998, to
that certain Affinity Card Agreement (the "Affinity Agreement"), dated as of
January 6, 1997, as heretofore amended, by and among Columbus Bank & Trust
Company ("CB&T") and CompuCredit Corporation ("CompuCredit"), a corporation
organized under the laws of the State of Georgia as the successor to CompuCredit
L.P., as heretofore amended, and CompuCredit Acquisition Corporation
("CompuCredit Acquisition").
RECITALS
A. CB&T has given its notice to CompuCredit and CompuCredit Acquisition
of nonrenewal of the Affinity Agreement beyond its Initial Term. CompuCredit and
CompuCredit Acquisition have requested that CB&T afford them the option to
change the expiration date of the Initial Term pursuant to Section 8.1(a) of the
Affinity Agreement from December 31, 1998 to specified subsequent dates, and
CB&T is willing to agree to afford such option to them in consideration of their
payment to CB&T of certain fees as hereinafter set forth. In addition, as of the
date hereof CB&T and CompuCredit are entering into a Facilities Management
Services Agreement ("Facilities Agreement") and as a result the parties to the
Affinity Agreement wish to modify the Affinity Agreement in certain respects, as
hereinafter set forth.
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, CB&T, CompuCredit and CompuCredit
Acquisition agree as follows:
1. a. The expiration date of the Initial Term of the Affinity
Agreement pursuant to Section 8.1(a) thereof, may be changed from December
31, 1998 to May 31, 1999, if CompuCredit gives CB&T written notice of its
election to so change such date by no later than October 30, 1998.
b. If the aforesaid election is made, the expiration date of
the Initial Term of the Affinity Agreement pursuant to Section 8.1(a) thereof,
may be changed from May 31, 1999 to August 31, 1999, if CompuCredit gives CB&T
written notice of its election to so change such date by no later than March 31,
1999.
c. If the aforesaid elections are both made, the expiration
date of the Initial Term of the Affinity Agreement pursuant to Section 8.1(a)
thereof, may be changed from August 31, 1999 to December 31, 1999, if
CompuCredit gives CB&T written notice of its election to so change such date by
no later than June 30, 1999.
d. If the aforesaid elections are all made, the expiration
date of the Initial Term of the Affinity Agreement pursuant to Section 8.1(a)
thereof, may be changed from December
31, 1999 to December 31, 2000, if CompuCredit gives CB&T written notice of its
election to so change such date by no later than October 31, 1999.
e. If the aforesaid elections are all made, the expiration
date of the Initial Term of the Affinity Agreement pursuant to Section 8.1(a)
thereof, may be changed from December 31, 2000 to December 31, 2001, if
CompuCredit gives CB&T written notice of its election to so change such date by
no later than October 31, 2000.
f. The foregoing provisions of this paragraph 1 relate solely
to modifications of the expiration date of the Initial Term pursuant to Section
8.1(a) of the Affinity Agreement and shall not be construed as deleting or
affecting any rights accorded any of the parties under the Affinity Agreement as
herein amended to terminate the Affinity Agreement before any such expiration
date of the Initial Term.
g. The provisions of Section 8.1(a) of the Affinity Agreement
providing for Renewal Terms are hereby deleted and, accordingly, CB&T's notice
of nonrenewal of the Affinity Agreement beyond December 31, 1998 shall be deemed
to be of no effect.
h. [Intentionally Omitted].
i. All references in the Affinity Agreement to amounts
specified in Exhibit C thereto shall from and after the date hereof mean amounts
specified in Exhibit A to the Facilities Agreement.
j. The provisions of Section 8.1(b)(ii) of the Affinity
Agreement are hereby deleted in their entirety.
k. Section 2.19 of the Affinity Agreement is hereby deleted
and the following is substituted therefor:
"2.19 No Further Fees. The amounts expressly provided for in
this Agreement include all amounts chargeable by CB&T under
this Agreement, and CompuCredit shall not be required to pay,
and CB&T shall not be permitted to invoice CompuCredit for,
any other charges in connection herewith, except for those
additional services agreed to by CompuCredit in writing."
The foregoing shall not be construed as limiting any of CompuCredit's
obligations under the Facilities Agreement.
l. The parties acknowledge and agree that there remains no
obligation or consent on the part of CB&T to transfer or assign any of its
rights and obligations under the Affinity Agreement to any third party
designated by CompuCredit or CompuCredit
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Acquisition pursuant to Section 4(c) of the Amendment dated March 26, 1998 to
the Affinity Agreement.
2. In addition to all other amounts of any kind required to be paid to
CB&T pursuant to the Affinity Agreement, the following amounts shall be payable
to CB&T during the applicable periods specified below:
a. If the election referred to in paragraph 1.b above is
made, throughout the period from June 1, 1999 through
August 31, 1999, CompuCredit shall pay CB&T on a
monthly basis, fees calculated at an annual rate of
.17% times the aggregate of all Credit Card
Receivables from time to time outstanding.
b. If the election referred to in paragraph 1.c above is
made, throughout the period from September 1, 1999
through December 31, 1999, CompuCredit shall pay CB&T
on a monthly basis, fees calculated at an annual rate
of .187% times the aggregate of all Credit Card
Receivables from time to time outstanding.
c. If the election referred to in paragraph 1.d above is
made, throughout the period from January 1, 2000
through December 31, 2000, CompuCredit shall pay CB&T
on a monthly basis, fees calculated at an annual rate
of .204% times the aggregate of all Credit Card
Receivables from time to time outstanding.
d. If the election referred to in paragraph 1.e above is
made, throughout the period from January 1, 2001
through December 31, 2001, CompuCredit shall pay CB&T
on a monthly basis, fees calculated at an annual rate
of .221% times the aggregate of all Credit Card
Receivables from time to time outstanding.
Examples illustrating how the fees referred to above in this paragraph 2 shall
be calculated, are shown in Exhibit 1 attached to this Amendment and
incorporated herein by this reference.
3. CB&T shall have no obligation under the Affinity Agreement with
respect to the performance of any services of the kind enumerated in Exhibit A
to the Facilities Agreement (other than those enumerated under the category
"Account Services - Accounting"), it being understood that any such obligations
arise solely pursuant to the Facilities Agreement.
4. Without limitation as to any other provisions of the
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Affinity Agreement which may operate so as to terminate CB&T's obligations to
maintain any Accounts or to fulfill any other obligations of CB&T pursuant to
the Affinity Agreement, as herein amended, it is expressly agreed that any such
obligations of CB&T under the Affinity Agreement shall in no event continue
beyond the earlier of (i) the expiration of the Initial Term (as such term shall
have been extended by CompuCredit in accordance with the terms of this
Amendment) of the Affinity Agreement, or (ii) the termination for any reason of
the Facilities Agreement.
5. The proviso contained in the first sentence of Section 8.1(e)(i) of
the Affinity Agreement, and the "Exhibit E" to which such proviso refers, are
hereby deleted from the Affinity Agreement.
6. The invalidity or unenforceability of any provision of this
Amendment shall not affect the validity or enforceability of any other
provision.
7. Except as herein amended, the Affinity Agreement, as previously
amended, shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth above.
COLUMBUS BANK AND TRUST COMPANY COMPUCREDIT CORPORATION
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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COMPUCREDIT ACQUISITION CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Exhibit 1
Example of Calculation of Fee Under Paragraph 2 of Amendment to Affinity Card
Agreement
The following example is based upon the assumption that CompuCredit has elected
to extend the Affinity Agreement according to paragraph 1.b of the Amendment to
Affinity Card Agreement (the "Amendment"). The same principle would apply with
each consecutive extension of the Affinity Agreement by applying the applicable
rate as defined in paragraph 2 of the Amendment. All monthly fee calculations
will be based on the "Average Credit Card Receivable Amount" (as hereinafter
defined) for each monthly period. "Average Credit Card Receivable Amount" shall
mean, for any period, the sum of the aggregate of all Credit Card Receivables
outstanding for each day in such period divided by the number of days in such
period.
Example: assuming the election referred to in paragraph 1.b of the
Amendment is made, throughout the period from June 1, 1999 through
August 31, 1999, CompuCredit shall pay CB&T on a monthly basis, fees
calculated at an annual rate of 0.17% times the Average Credit Card
Receivable Amount for each such month during such period.
Fee Calculation for MM/YY
Average Credit Card Receivable Amount
for the month ended MM/31/YY $300,000,000
Fee Rate from par. 2 of
Amendment (0.17% divided by 12) 0.000142
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Fee for Month ended MM/31/YY $ 42,500
At the close of each month CB&T will compute and invoice CompuCredit for the
amount of the monthly fee, and CompuCredit agrees to remit such amount to CB&T
within 7 days of receipt of such invoice.
