Exhibit 10.5




 




SHAREHOLDERS

AGREEMENT




 




SHAREHOLDERS AGREEMENT,

dated as of September 23, 2002 by and between Columbus Bank and Trust Company,

a state chartered bank organized under the laws of the State of Georgia

(“CB&T”), and CompuCredit Corporation, a Georgia corporation

(“CompuCredit”) (CB&T and CompuCredit sometimes hereinafter collectively

referred to as the “Shareholders” or individually as a “Shareholder”).




 




PREAMBLE




 




WHEREAS, CompuCredit and

CB&T are entering into an Amendment to Affinity Card Agreement, dated as of

September 23, 2002 (the “Amendment”); and




 




WHEREAS, in order to

secure its obligations under the the Affinity Card Agreement, as amended,

CompuCredit has pledged 49% of the shares of common stock of each of

CompuCredit Funding Corp. and CompuCredit Funding Corp. II (each, a “Company”

and together, the “Companies”) set forth in Schedule A to the Pledge and

Security Agreement, dated as of September 23, 2002, between CompuCredit and

CB&T (the “Pledge and Security Agreement”).




 




NOW, THEREFORE, in

consideration of the mutual covenants and agreements contained herein and other

good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:




 




ARTICLE I




 




ELECTION OF

DIRECTORS




 




1.1.                              Election of Directors.  So long as no Event of Default shall have

occurred and be continuing, CompuCredit shall have the right to exercise all

voting, consensual and other powers of ownership pertaining to the Collateral

for all purposes not inconsistent with the terms of this Agreement and the

Pledge and Security Agreement.  During

any period when both (a) an Event of Default has occurred and is continuing,

and (b) a Company is not distributing as dividends to holders of its common

stock amounts that CB&T reasonably determines to be appropriate,

CompuCredit hereby covenants and agrees to vote all shares of capital stock of

such Company presently owned or hereafter acquired by them (whether owned of

record or over which any person exercises voting control), at any time at which

stockholders of the Company will have the right to or will vote for or render

consent in writing regarding the election or removal of directors of the

Company, or an increase or decrease in the number of directors in

favor of and in order to elect as directors of such Company such persons as

shall be designated by CB&T.




 




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ARTICLE II




 




MISCELLANEOUS




 




2.1.                              Transfer

of Stock.  CompuCredit agrees not to

transfer any of the shares of capital stock of the Companies unless the

transferee (including transferees obtaining such shares in connection with a

Permitted Transfer, as hereinafter defined) agrees in writing to be bound by

the terms and conditions of this Agreement and executes a counterpart of this

Agreement, and unless CompuCredit has complied with applicable law in

connection with such transfer.




 




2.2.                              Duration of Agreement.  The rights and obligations of each party

under this Agreement shall terminate upon the termination of the Pledge and

Security Agreement.




 




2.3.                              Severability;

Governing Law.  If any provisions of

this Agreement shall be determined to be illegal or unenforceable by any court

of law, the remaining provisions shall be severable and enforceable in

accordance with their terms.  This

Agreement shall be governed by, and construed in accordance with, the internal

laws of the State of New York.




 




2.4.                              Costs

of Enforcement.  If any action at

law or in equity is necessary to enforce or interpret the terms of this

Agreement, the prevailing party shall be entitled to reasonable attorneys’

fees, costs and necessary disbursements in addition to any other relief to

which such party may be entitled.




 




2.5.                              Binding Effect.  This Agreement shall be binding upon and

inure to the benefit of the parties hereto and their respective permitted

successors and assignees, legal representatives and heirs.  Nothing in this Agreement, express or

implied, is intended to confer upon any party other than the parties hereto or

their respective successors and assigns any rights, remedies, obligations, or

liabilities under or by reason of this Agreement, except as expressly provided

in this Agreement.




 




2.6.                              Modification or

Amendment.  Neither this Agreement

nor any provisions hereof can be modified, amended, changed, discharged or

terminated except by an instrument in writing, signed by each of the

Shareholders.




 




2.7.                              Counterparts.  This Agreement may be executed in one or

more counterparts, each of which shall be deemed to be an original, but all of

which taken together shall constitute one and the same instrument.




 




2.8.                              Notices.  All notices to be given or otherwise made to

any party to this Agreement shall be deemed to be sufficient if contained in a

written instrument, delivered by hand in person, or by express overnight

courier service, or by electronic facsimile transmission (with a copy sent by

first class mail, postage prepaid), or by registered or certified mail, return

receipt requested, postage prepaid, addressed to such party at the address set

forth herein or at such other address as may hereafter be designated in writing

by the addressee to the addressor listing all parties.




 




All such notices shall be

effective and deemed duly given when received or when attempted delivery is

refused.




 




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2.9.                              Definitions.  Capitalized terms not otherwise defined

herein shall have the meaning ascribed thereto in the Pledge and Security

Agreement.




 




2.10.                        No

Other Agreements.  Each party

represents that he has not granted and is not a party to any proxy, voting

trust or other agreement which is inconsistent with or conflicts with the

provisions of this Agreement, and no party shall grant any proxy or become

party to any voting trust or other agreement which is inconsistent with or

conflicts with the provisions of this Agreement.




 




3





























 




IN WITNESS WHEREOF, the

parties hereto have executed this agreement in counterparts as of the date

first above specified.




 




	

   


  	

  COMPUCREDIT CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  COLUMBUS BANK AND TRUST

  COMPANY


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  





 




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