December 10, 2007

Exhibit 10.12(a)

COMPUCREDIT HOLDINGS CORPORATION LOGO"/>

December 10, 2007

Bear, Xxxxxxx & Co. Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

This letter agreement amends the Share Lending Agreement dated as of November 17, 2005, among CompuCredit Corporation, as Lender, Bear, Xxxxxxx International Limited, as Borrower, and Bear, Xxxxxxx & Co. Inc., as Borrowing Agent and as Collateral Agent (the “Share Lending Agreement”).

For good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, effective as of the date hereof, the parties to the Share Lending Agreement amend the definitions of “Credit Downgrade” and “Credit Upgrade” contained in Section 1 thereof so that they read as follows:

Credit Downgrade occurs when the Borrower’s ultimate parent corporation, The Bear Xxxxxxx Companies Inc. (“Parent”), receives a rating for its long term, unsecured and unsubordinated indebtedness that is below A by Standard and Poor’s Ratings Group, or its successor (“S&P”), or below A2 by Xxxxx’x Investors Services, Inc., or its successor (“Moody’s”), or, if either S&P or Moody’s ceases to rate such debt, an equivalent or lower rating by a substitute rating agency mutually agreed upon by the Lender and the Borrower.

Credit Upgrade occurs when the Parent receives a rating for its long term, unsecured and unsubordinated indebtedness that is A or better by S&P or A2 or better by Moody’s, or if either S&P or Moody’s ceases to rate such debt, an equivalent or higher rating by a substitute rating agency mutually agreed upon by the Lender and the Borrower.

Except as amended hereby, the Share Lending Agreement remains in full force and effect.

If the foregoing accurately reflects our agreement, please execute a copy of this letter and return it to the undersigned.

CompuCredit Corporation

as Lender

By:           /s/ Xxxxxxx X. XxXxxxx                                                                

Name: Xxxxxxx X. XxXxxxx

Title: Treasurer

Agreed to:

Bear, Xxxxxxx International Limited

as Borrower

By:           /s/ Xxxxxxx X’Xxxxxxx                                                      

Name: Xxxxxxx X’Xxxxxxx

Title: Authorized Signatory

Bear, Xxxxxxx & Co. Inc.

as Collateral Agent

By:           /s/ Xxxxxx Xxxxxxx                                                      

Name: Xxxxxx Xxxxxxx

Title: Senior Managing Director

Bear, Xxxxxxx & Co. Inc.

as Borrowing Agent

By:           /s/ Xxxxxx Xxxxxxx                                                      

Name: Xxxxxx Xxxxxxx

Title: Senior Managing Director