exv4w3



 






Exhibit 4.3




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT



by and among



CARDTRONICS, INC.

CARDTRONICS GP, INC.

CARDTRONICS LP, INC.

CARDTRONICS, LP




and




Banc of America Securities LLC

BNP Paribas Securities Corp.

J.P. Morgan Securities Inc.




Dated as of August 12, 2005




 









 








REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of August
12, 2005, by and among Cardtronics, Inc., a Delaware corporation (the “Company”), Cardtronics GP,
Inc., Cardtronics LP, Inc., Cardtronics, LP, (collectively, the “Guarantors”), and Banc of America
Securities LLC, BNP Paribas Securities Corp. and J.P. Morgan Securities, Inc. (collectively, the
“Initial Purchasers”), each of whom has agreed to purchase the Company’s 9 1/4% Senior Subordinated
Notes due 2013 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the
“Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the
Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated August 3, 2005 (the “Purchase
Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial
Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Securities, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.



     The parties hereby agree as follows:



     Section 1. Definitions. As used in this Agreement, the following capitalized terms
shall have the following meanings:



     Additional Interest Payment Date: With respect to the Initial Securities, each Interest
Payment Date.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.



 









 





     Effectiveness Target Date: As defined in Section 5 hereof.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The registration by the Company under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.



     Exchange Securities: The 9 1/4% Senior Subordinated Notes due 2013, of the same series under
the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to this Agreement.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of August 12, 2005, by and among the Company, the
Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to
which the Securities are to be issued, as such Indenture is amended or supplemented from time to
time in accordance with the terms thereof.



     Initial Purchaser: As defined in the preamble hereto.



     Initial Notes: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Securities.



     NASD: NASD Inc.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



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     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security is exchanged by a Person other than a broker-dealer for an
Exchange Security in the Exchange Offer, (b) following the exchange by a broker dealer in the
Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange
Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of
such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (c) the
date of which such Initial Security has been effectively registered under the Securities Act and
disposed of the date on which such Initial Security is distributed to the public pursuant to Rule
144 under the Securities Act.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     Section 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



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     Section 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer is not be permissible under applicable law or Commission policy
(after the procedures set forth in Section 6(a)(i) hereof have been complied with), each of the
Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 240 days after the Closing Date (or if such
240th day is not a Business Day, the next succeeding Business Day), a Registration Statement under
the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their
reasonable best efforts to cause such Registration Statement to become effective as soon as
reasonably practicable, but in no event later than 300 days after the Closing Date (or if such
300th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities
Act and (C) cause all necessary filings in connection with the registration and qualification of
the Exchange Securities to be made under the state securities or blue sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting registration of the Exchange Securities to be offered
in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held
by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to
be effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days
after the date notice of the Exchange Offer is mailed to the Holders. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Securities shall be included in the
Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable
best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after
the Exchange Offer Registration Statement has become effective, but in no event later than 30
Business Days after the Effectiveness Target Date (or if such 30th day is not a Business Day, the
next succeeding Business Day).



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who
holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the



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Commission may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities
held by any such Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.



     Each of the Company and the Guarantors shall use their best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from
the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date
on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.



     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     Section 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file an
Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy (after the procedures set forth in
Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not
Consummated within 360 days after the Closing Date (or if such 360th day is not a Business Day, the
next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted
Securities (A) such Holder is prohibited by applicable law or Commission policy from participating
in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in
the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained
in the Exchange Offer Registration Statement is not appropriate or available for such resales by
such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly
from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the
Guarantors shall




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the later of (1) the 60th
day after the date on which the Company determines that it is not required to file the
Exchange Offer Registration Statement, (2) the 60th day after the date on which the Company
receives notice from a Holder of Transfer Restricted Securities as contemplated by clause
(ii) above, and (3) the 240th day after the Closing Date (or if such 240th day is not a
Business Day, the next succeeding Business Day) (such earliest date being the “Shelf Filing
Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and



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     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the later of (i) the 300th day after the
Closing Date (or if such 300th day is not a Business Day, the next succeeding Business Day)
and (ii) 120th day after the obligation to file the Shelf Filing Deadline.



     Each of the Company and the Guarantors shall use its best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years following the effective date of
such Shelf Registration Statement (or shorter period that will terminate when all the Initial
Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf
Registration Statement or are no longer restricted securities under Rule 144 under the Securities
Act).



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



     Section 5. Additional Interest. If (i) any of the Registration Statements required
by this Agreement is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any of such Registration Statements has not been declared effective
by the Commission on or prior to the date specified for such effectiveness in this Agreement (the
“Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business
Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement
or (iv) any Registration Statement required by this Agreement is filed and declared effective but
shall thereafter cease to be effective or fail to be usable for its intended purpose (after the
Effectiveness Target Date) without being succeeded immediately by a post-effective amendment to
such Registration Statement that cures such failure and that is itself immediately declared
effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the
Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be
increased by 0.25% per annum during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day
period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all
Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate
borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate
borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction
in interest rate, a



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different Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Securities shall again be increased pursuant to the foregoing provisions.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.



     Section 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall, to the extent applicable, comply with all of the provisions of
Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the
sale of Transfer Restricted Securities being sold in accordance with the intended method or methods
of distribution thereof, and shall comply with all of the following provisions:




     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such
Initial Securities. Each of the Company and the Guarantors hereby agrees to pursue the
issuance of such a decision to the Commission staff level but shall not be required to take
commercially unreasonable action to effect a change of Commission policy. Each of the
Company and the Guarantors hereby agrees, however, to (A) participate in telephonic
conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (C) diligently pursue a
favorable resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms
of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in, a distribution of the Exchange Securities
to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and similar no-action letters (which may



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include any no-action letter obtained pursuant to clause (i) above), and (2) must
comply with the registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a secondary resale transaction
should be covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of Regulation S-K if the
resales are of Exchange Securities obtained by such Holder in exchange for Initial
Securities acquired by such Holder directly from the Company.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each
of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and
shall use their reasonable best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto each of the Company and the Guarantors will as
expeditiously as possible prepare and file with the Commission a Registration Statement relating to
the registration on any appropriate form under the Securities Act, which form shall be available
for the sale of the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors
shall:




     (i) use their reasonable best efforts to keep such Registration Statement continuously
effective and provide to the Commission all requisite financial statements (including, if
required by the Securities Act or any regulation thereunder, financial statements of the
Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the
occurrence of any event that would cause any such Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to
cause such amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective
amendments to the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4
hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the



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disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if
requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, each of the Company
and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;




     (iv) furnish without charge to each of the Initial Purchasers, if requested, and with
respect to a Shelf Registration Statement, each selling Holder named in any Registration
Statement, and each of the underwriter(s), if any, before filing with the Commission, copies
of any Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such Holders and underwriter(s) in
connection with such sale, if any, for a period of at least five Business Days, and the
Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities
covered by such Registration Statement or the underwriter(s), if any, shall reasonably
object in writing within five Business Days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
if such Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;



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     (v) in the case of any Shelf Registration Statement, make available at reasonable times
for inspection by the Holders, the managing underwriter(s), if any, participating in any
disposition pursuant to such Registration Statement and any attorney or accountant retained
by such Initial Purchasers or any of the underwriter(s), all financial and other records,
pertinent corporate documents and properties of each of the Company and the Guarantors and
cause the Company’s and the Guarantors’ officers, directors and employees to supply all
information reasonably requested by any such Holder, underwriter, attorney or accountant in
connection with such Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness and to participate in
meetings with investors to the extent requested by the managing underwriter(s), if any;




     (vi) in the case of any Shelf Registration Statement, if requested by any selling
Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such
information as such selling Holders and underwriter(s), if any, may reasonably request to
have included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;




     (vii) cause the Transfer Restricted Securities covered by the Registration Statement
to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the underwriter(s),
if any;




     (viii) in the case of any Exchange Offer Registration Statement, if requested, furnish
to each Initial Purchaser, and in the case of any Shelf Registration Statement, furnish to
each selling Holder and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of each
amendment thereto, including financial statements and schedules, all documents incorporated
by reference therein and all exhibits (including exhibits incorporated therein by
reference);




     (ix) in the case of any Shelf Registration Statement, deliver to each selling Holder
and each of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto as such
Persons reasonably may request; each of the Company and the Guarantors hereby consents to
the use of the Prospectus and any amendment or supplement thereto by each of the selling
Holders and each of the underwriter(s), if any, in connection with the offering and the sale
of the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;



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     (x) enter into and cause the Guarantors to enter into such agreements (including an
underwriting agreement), and make and cause the Guarantors to make such representations and
warranties, and take all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf
Registration Statement contemplated by this Agreement, all to such extent as may be
reasonably requested by any Holder of Transfer Restricted Securities or underwriter in
connection with any sale or resale pursuant to any Shelf Registration Statement contemplated
by this Agreement; and whether or not an underwriting agreement is entered into and whether
or not the registration is an Underwritten Registration, each of the Company and the
Guarantors shall:




     (A) if requested, furnish to each selling Holder and each underwriter, if any,
in such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the date of the
effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) the President or any Vice President and
(z) a principal financial or accounting officer of each of the Company and
the Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (i), (ii) and (iii) of Section 5(f) of the Purchase Agreement and
such other matters as such parties may reasonably request;




     (2) an opinion, dated the date of effectiveness of the Shelf
Registration Statement of counsel for the Company and the Guarantors,
covering the matters set forth in Section 5(c) of the Purchase Agreement and
such other matter as such parties may reasonably request, and in any event
including a statement to the effect that such counsel has participated in
conferences with officers and other representatives of the Company and the
Guarantors, representatives of the independent public accountants for the
Company and the Guarantors, representatives of the underwriter(s), if any,
and counsel to the underwriter(s), if any, in connection with the
preparation of such Registration Statement and the related Prospectus and
have considered the matters required to be stated therein and the statements
contained therein, although such counsel has not independently verified the
accuracy, completeness or fairness of such statements; and that such counsel
advises that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective, and, in the case of the
Exchange Offer Registration Statement, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated
the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material



11









 







fact or omitted to state a material fact necessary in order to make the
statements therein not misleading. Without limiting the foregoing, such
counsel may state further that such counsel assumes no responsibility for,
and has not independently verified, the accuracy, completeness or fairness
of the financial statements, notes and schedules and other financial data
included in any Registration Statement contemplated by this Agreement or the
related Prospectus; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 5(a) of the Purchase
Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(xi), if any.




     If at any time, prior to the effectiveness of the Shelf Registration Statement, the
representations and warranties of the Company and the Guarantors contemplated in Section
6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so
advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder
promptly and, if requested by such Persons, shall confirm such advice in writing;




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with,
and cause the Guarantors to cooperate with the selling Holders, the underwriter(s), if any,
and their respective counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and
all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that none of the Company nor the Guarantors shall be required
to register or qualify as a foreign corporation where it is not then so qualified or to take
any action that would subject it to the service of process in suits or to taxation, other
than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject;




     (xiii) shall issue, upon the request of any Holder of Initial Securities covered by
the Shelf Registration Statement, Exchange Securities having an aggregate principal



12









 







amount equal to the aggregate principal amount of Initial Securities surrendered to the
Company by such Holder in exchange therefor or being sold by such Holder; such Exchange
Securities to be registered in the name of such Holder or in the name of the purchaser(s) of
such Securities, as the case may be; in return, the Initial Securities held by such Holder
shall be surrendered to the Company for cancellation;




     (xiv) cooperate with, and cause the Guarantors to cooperate with the selling Holders
and the underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders or the underwriter(s), if any, may
request at least two Business Days prior to any sale of Transfer Restricted Securities made
by such Holders or underwriter(s);




     (xv) use its reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;




     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein
not misleading;




     (xvii) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




     (xviii) cooperate and assist in any filings required to be made with the NASD and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the NASD;




     (xix) otherwise use their reasonable best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security holders, as
soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such
an offering, beginning with the first month of the



13









 







Company’s first fiscal quarter commencing after the effective date of the Registration
Statement;




     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with, and cause the Guarantors to cooperate with the Trustee
and the Holders of Securities to effect such changes to the Indenture as may be required for
such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act;
and to execute and use its best efforts to cause the Trustee to execute, all documents that
may be required to effect such changes and all other forms and documents required to be
filed with the Commission to enable such Indenture to be so qualified in a timely manner;




     (xxi) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Company are then listed if requested by the Holders of a majority in aggregate principal
amount of Initial Securities or the managing underwriter(s), if any; and




     (xxii) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; provided, however, that no such extension shall be taken into account in determining
whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional
Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5
hereof.



14









 





     Section 7. Registration Expenses.



     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii)
all fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors; (v) all
application and filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling
LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.



     Section 8. Indemnification.



     (a) The Company and the Guarantors, jointly and severally, agrees to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees, representatives and agents of any Holder or
any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the



15









 







reasonable fees and expenses of counsel to any Indemnified Holder), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises
out of or is based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except (i) insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with information relating to
any of the Holders furnished in writing to the Company by any of the Holders expressly for use
therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder
from whom the person asserting any such losses, claims, damages, liabilities or expenses purchased
the securities concerned, to the extent that a final prospectus relating to such securities was
required to be delivered by such Holder under the Securities Act in connection with such purchase
and any such loss, claim, damage, liability or expense of such Holder resulted solely from an
untrue statement or omission or alleged untrue statement or omission of a material fact contained
in or omitted from such preliminary prospectus which was corrected in the final prospectus, if the
Company had previously furnished copies thereof to such holder. This indemnity agreement shall be
in addition to any liability which the Company or any of the Guarantors may otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement unless
and to the extent the Company or the Guarantors are materially prejudiced by such failure to
notify. Such Indemnified Holder shall have the right to employ its own counsel in any such action
and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the
Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not
entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection
with any one such action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders. The Company and the Guarantors shall be liable for any settlement of
any such action or proceeding effected with the Company’s and the Guarantors’ prior written
consent, which consent shall not be withheld unreasonably, and each of the Company and the
Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action effected with the
written consent of the Company and the Guarantors. The Company and the Guarantors shall not,
without the prior written consent of each Indemnified Holder, settle or compromise or consent to
the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not any



16









 







Indemnified Holder is a party thereto), unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Holder from all liability arising
out of such action, claim, litigation or proceeding.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the Company and the
Guarantors, and the Company, the Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder by the preceding
paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.



17









 





     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total net proceeds
received by such Holder from the sale of securities pursuant to a Registration Statement exceeds
the amount of any damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective
principal amount of Initial Securities held by each of the Holders hereunder and not joint.



     Section 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with
each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the
Securities Act.



     Section 10. Participation in Underwritten Registrations. No Holder may participate
in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.



     Section 11. Selection of Underwriters. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker(s) and managing underwriter(s) that will administer such offering will be
selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities included in such offering; provided, however, that such investment banker(s) and
managing underwriter(s) must be reasonably satisfactory to the Company.



     Section 12. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it



18









 







of the provisions of this Agreement and hereby agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to its securities to any Person. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under
any agreement in effect on the date hereof.



     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit
any change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.



     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company:


Cardtronics, Inc.

3110 Hayes Road, suite 300

Houston, TX 77082

Telecopier No.: (281) 892-0151

Attention: Chief Financial Officer




19









 




With a copy to:

Vinson & Elkins LLP

First City Tower,

1001 Fannin Street, Suite 2300

Houston, TX 77002

Telecopier No.: (713) 615-5861

Attention: David Oelman




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



20









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	CARDTRONICS, INC.
 	 
	 	By:  	/s/ JACK ANTONINI	 
	 	 	Name:  	Jack Antonini	 
	 	 	Title:  	President and Chief Executive Officer	 
	 
	 
	 	CARDTRONICS GP, INC.
 	 
	 	By:  	/s/ JACK ANTONINI	 
	 	 	Name:  	Jack Antonini	 
	 	 	Title:  	President	 
	 
	 
	 	CARDTRONICS LP, INC.
 	 
	 	By:  	/s/ PETER J. WINNINGTON	 
	 	 	Name:  	Peter J. Winnington	 
	 	 	Title:  	President	 
	 
	 
	 	CARDTRONICS, LP
 	 
	 	By:  	/s/ JACK ANTONINI	 
	 	 	Name:  	Jack Antonini	 
	 	 	Title:  	President	 
	 




21









 





     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



BANC OF AMERICA SECURITIES LLC 

BNP PARIBAS SECURITIES CORP.

J.P. MORGAN SECURITIES INC.

By: Banc of America Securities LLC




	 	 	 	 	 
	By:

	 	/s/ Lex Maultsby	 	 
	 

	 	 	 	 
	 

	 	Managing Director