exv4w3



 








EXHIBIT
4.3




BANC OF AMERICA SECURITIES LLC




$155,000,000 AGGREGATE PRINCIPAL AMOUNT




EURONET WORLDWIDE, INC.




3.50% CONVERTIBLE DEBENTURES DUE 2025




Registration Rights Agreement




dated October 4, 2005











 



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     REGISTRATION RIGHTS AGREEMENT, dated as of October 4, 2005, between Euronet Worldwide,
Inc., a Delaware corporation (together with any successor entity, herein referred to as the
“Company”) and Banc of America Securities LLC, as the initial purchaser (the “Initial Purchaser”),
under the Purchase Agreement (as defined below).



     Pursuant to the Purchase Agreement, dated as of September 28, 2005 (the “Purchase Agreement”),
between the Company and the Initial Purchaser, the Initial Purchaser has agreed to purchase from
the Company $155,000,000 ($175,000,000 if the Initial Purchaser exercises its option in full) in
aggregate principal amount of 3.50% Convertible Debentures due 2025 (the “Debentures”). The
Debentures will be convertible into fully paid, non-assessable shares of common stock, par value
$0.02 per share, of the Company together with the rights (the “Rights”) evidenced by such Common
Stock to the extent provided in the Rights Agreement dated as of March 21, 2003 between the Company
and EquiServe Trust Company, N.A., as amended (collectively, the “Common Stock”). The Debentures
will be convertible on the terms, and subject to the conditions, set forth in the Indenture (as
defined herein). To induce the Initial Purchaser to purchase the Debentures, the Company has
agreed to provide the registration rights set forth in this Agreement pursuant to Section 5(g) of
the Purchase Agreement.



     The parties hereby agree as follows:



     1. Definitions. Capitalized terms used in this Agreement without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
capitalized terms shall have the following meanings:



     “Affiliate” of any specified person means any other person which, directly or indirectly, is
in control of, is controlled by, or is under common control with, such specified person. For
purposes of this definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Agreement” means this Registration Rights Agreement.



     “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(e) hereof.



     “Blue Sky Application” has the meaning set forth in Section 6(a)(i) hereof.



     “Business Day” has the meaning set forth in the Indenture.



     “Commission” means the Securities and Exchange Commission.









 



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     “Common Stock” has the meaning set forth in the preamble hereto.



     “Company” has the meaning set forth in the preamble hereto.



     “Debentures” has the meaning set forth in the preamble hereto.



     “Effectiveness Period” has the meaning set forth in Section 2(a)(iii) hereof.



     “Effectiveness Target Date” has the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Holder” means any Person who owns, beneficially or otherwise, Transfer Restricted Securities.



     “Indemnified Holder” has the meaning set forth in Section 6(a) hereof.



     “Indenture” means the Indenture, dated as of October 4, 2005 between the Company and U.S. Bank
National Association, as trustee (the “Trustee”), pursuant to which the Debentures are to be
issued, as such Indenture is amended, modified or supplemented from time to time in accordance with
the terms thereof.



     “Initial Purchaser” has the meaning set forth in the preamble hereto.



     “Liquidated Damages” has the meaning set forth in Section 3(a) hereof.



     “Liquidated Damages Payment Date” means each April 15 and October 15.



     “Majority of Holders” means Holders holding over 50% of the aggregate principal amount of
Debentures outstanding; provided that, for the purpose of this definition, a holder of shares of
Common Stock which constitute Transfer Restricted Securities and issued upon conversion of the
Debentures shall be deemed to hold an aggregate principal amount of Debentures (in addition to the
principal amount of Debentures held by such holder) equal to the quotient of (x) the number of such
shares of Common Stock held by such holder and (y) the conversion rate in effect at the time of
such conversion as determined in accordance with the Indenture.



     “NASD” means the National Association of Securities Dealers, Inc.



     “Notice and Questionnaire” means a written notice executed by a Holder and delivered to the
Company containing substantially the information called for by the Form of Selling Securityholder
Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company dated
September 28, 2005 relating to the Debentures.









 



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     “Notice Holder” has the meaning set forth in Section 2(b) hereof.



     “Person” means any individual, partnership, corporation, company, unincorporated organization,
trust, joint venture or a government or agency or political subdivision thereof.



     “Purchase Agreement” has the meaning set forth in the preamble hereto.



     “Prospectus” means the prospectus included in a Shelf 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.



     “Record Holder” means, with respect to any Liquidated Damages Payment Date, each Person who is
a Holder on the interest record date set forth in the Indenture immediately preceding the relevant
Liquidated Damages Payment Date. In the case of a Holder of shares of Common Stock issued upon
conversion of the Debentures, “Record Holder” shall mean each Person who is a Holder of shares of
Common Stock which constitute Transfer Restricted Securities on the interest record date set forth
in the Indenture immediately preceding the relevant Liquidated Damages Payment Date.



     “Registration Default” has the meaning set forth in Section 3(a) hereof.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shelf Filing Deadline” has the meaning set forth in Section 2(a)(i) hereof.



     “Shelf Registration Statement” has the meaning set forth in Section 2(a)(i) hereof.



     “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(c) hereof.



     “Suspension Notice” has the meaning set forth in Section 4(c) hereof.



     “Suspension Period” has the meaning set forth in Section 4(b)(i) hereof.



     “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the
Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the
TIA.



     “Transfer Restricted Securities” means each Debenture and each share of Common Stock issued or
issuable upon conversion of Debentures until the earlier of:









 



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     (i) the date on which such Debenture or such share of Common Stock issued
upon conversion of such Debenture has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement;




     (ii) the date on which such Debenture or such share of Common Stock issued
upon conversion of such Debenture is transferred in compliance with Rule 144
under the Securities Act or may be sold or transferred by a person who is not an
affiliate of the Company pursuant to Rule 144 under the Securities Act (or any
other similar provision then in force) without any volume or manner of sale
restrictions thereunder; or




     (iii) the date on which such Debenture or such share of Common Stock issued
upon conversion of such Debenture ceases to be outstanding (whether as a result
of redemption, repurchase and cancellation, conversion or otherwise).



     “Underwritten Registration” means a registration in which Debentures of the Company are sold
to an underwriter for reoffering to the public.



     Unless the context otherwise requires, the singular includes the plural, and words in the
plural include the singular.



     2. Shelf Registration.




     (a) The Company shall:




     (i) not later than 90 days after the date hereof (the “Shelf Filing
Deadline”), cause to be filed a registration statement pursuant to Rule 415 under
the Securities Act (the “Shelf Registration Statement”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities held by
Holders that have provided the information required pursuant to the terms of and
within the period specified by Section 2(b) hereof;




     (ii) use its commercially reasonable efforts to cause the Shelf Registration
Statement to be declared effective by the Commission not later than 180 days
after the date hereof (the “Effectiveness Target Date”); and




     (iii) use its commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it
is available for resales by the Holders of Transfer Restricted Securities
entitled, subject to Section 2(b) and Section 2(e), to the benefit of this
Agreement and (B) it conforms with the requirements of this Agreement and the









 



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Securities Act and the rules and regulations of the Commission promulgated
thereunder as announced from time to time, for a period (the “Effectiveness
Period”) until the earliest to occur of:




     (1) two years after the last date of original issuance of any
of the Debentures;




     (2) the date when all of the Transfer Restricted Securities
have ceased to be outstanding (whether as result of redemption,
repurchase and cancellation, conversion or otherwise);




     (3) the date when all of the Transfer Restricted Securities are
disposed of pursuant to a Shelf Registration Statement or pursuant
to Rule 144 under the Securities Act (or any other similar provision
then in effect).




     (b) The Company shall furnish a written notice to each Holder of the Transfer
Restricted Securities at least 15 business days before filing of the Shelf Registration
Statement and inform each Holder that to have its Transfer Restricted Securities included
in the Shelf Registration Statement it must deliver a completed Notice and Questionnaire
to the Company. Subject to Section 2(e), at the time the Shelf Registration Statement is
declared effective, each Holder that has delivered a completed Notice and Questionnaire to
the Company (a “Notice Holder”) on or prior to the date ten (10) Business Days prior to
such time of effectiveness shall be named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit such
Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in
accordance with applicable law. None of the Company’s securityholders (other than the
Holders of Transfer Restricted Securities) shall have the right to include any of the
Company’s securities in the Shelf Registration Statement.




     (c) Except as provided in Section 2(e) and Section 4(b), if the Shelf Registration
Statement or any Subsequent Shelf Registration Statement ceases to be effective or fails
to be usable for resale of Transfer Restricted Securities in accordance with this
Agreement for any reason at any time during the Effectiveness Period (other than because
all Transfer Restricted Securities registered thereunder shall have been resold pursuant
thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company
shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall, subject to the Company’s
right to declare a Suspension Period, as promptly as possible amend the Shelf Registration
Statement in a manner reasonably expected to obtain the withdrawal of the









 



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order suspending the effectiveness thereof, or file an additional Shelf Registration
Statement covering all of the securities that as of the date of such filing are Transfer
Restricted Securities and eligible to be included under Section 2(e) ( a “Subsequent Shelf
Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the
Company shall use its commercially reasonable efforts to cause the Subsequent Shelf
Registration Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or Subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period in accordance with the
provisions of this Agreement relating to the Shelf Registration Statement.




     (d) Subject to Section 2(e) and Section 4(b), the Company shall supplement and amend
the Shelf Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf Registration
Statement, if required by the Securities Act or as reasonably requested by the Initial
Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted Securities
covered by such Shelf Registration Statement.




     (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted
Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(e), and the procedures set forth in Section 4
hereof. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf
Registration Statement and related Prospectus must deliver a Notice and Questionnaire to
the Company. In order to be named as a selling securityholder in the Prospectus at the
time of effectiveness of the Shelf Registration Statement, the Notice and Questionnaire
must be delivered at least ten (10) Business Days prior to the effectiveness of the Shelf
Registration Statement. From and after the date the Shelf Registration Statement is
declared effective the Company shall, upon the later of (x) fifteen (15) Business Days
after the date a Notice and Questionnaire is delivered or (y) fifteen (15) Business Days
after the expiration of any Suspension Period in effect when the Notice and Questionnaire
is delivered or put into effect within fifteen (15) Business Days of such delivery date:




     (i) if required by applicable law, file with the SEC a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire is
named as a selling securityholder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Transfer Restricted Securities in accordance with
applicable









 



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law and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use its commercially reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is forty-five (45) days after the date such
post-effective amendment is required by this clause to be filed;




     (ii) provide such Holder copies of any documents filed pursuant to Section
2(e)(i) hereof; and




     (iii) notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to
Section 2(e)(i) hereof;


provided that if such Notice and Questionnaire is delivered during a Suspension Period or a
Suspension Period begins within fifteen (15) Business Days after the delivery of such Notice and
Questionnaire, the Company shall so inform the Holder delivering such Notice and Questionnaire and
shall take the actions set forth in clauses (i), (ii) and (iii) above within fifteen (15) Business
Days after the expiration of the Suspension Period in accordance with Section 4(b); provided,
further, that the Company shall not be required to file more than one amendment to the Shelf
Registration Statement or supplement to the Prospectus for the Holders pursuant to this Section
2(e) during any fiscal quarter of the Company, and with respect to the first fiscal quarter of a
year, shall file any such amendment or supplement concurrently with the filing of the Company’s
Annual Report on Form 10-K for the previous fiscal year during such quarter, and with respect to
the second, third and fourth fiscal quarters of a year shall file concurrently with the filing of
the Company’s Quarterly Report on Form 10-Q during such fiscal quarter, or if a Suspension Period
is in effect on the date of such filing, within 15 Business Days after the expiration of such
Suspension Period. Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in
any Registration Statement or related Prospectus.




          3. Liquidated Damages.





     (a) If:




     (i) the Shelf Registration Statement is not filed with the Commission prior
to or on the Shelf Filing Deadline;




     (ii) the Shelf Registration Statement has not been declared effective by the
Commission prior to or on the Effectiveness Target Date;




     (iii) the Company has failed to perform its obligations set forth in Section
2(e) within the time period required therein;









 



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     (iv) any post effective amendment to a Shelf Registration Statement filed
pursuant to Section 2(e)(i) has not become effective under the Securities Act on
or prior to the Amendment Effectiveness Deadline Date;




     (v) except as provided in Section 4(b)(i) hereof or as a result of the
requirement to file a post-effective amendment to add selling securityholders
pursuant to Section 2(e), the Shelf Registration Statement is filed and declared
effective but, during the Effectiveness Period, shall thereafter cease to be
effective or fail to be usable for the resale of Transfer Restricted Securities
in accordance with this Agreement without being succeeded within ten (10)
Business Days (or if a Suspension Period is then in effect, the tenth
(10th) Business Day following the expiration of such Suspension
Period) by a post-effective amendment to the Shelf Registration Statement, a
supplement to the Prospectus or a report filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure
and, in the case of a post-effective amendment, is itself immediately declared
effective; or




     (vi) (A) if applicable, the Company does not terminate any Suspension Period
by the 45th or 60th day, as the case may be, pursuant to
Section 4(b)(i) hereof; or (B) the Suspension Periods exceed an aggregate of 120
days in any 360-day period;


(each such event referred to in foregoing clauses (i) through (vi), a “Registration Default”),
occurs, the Company hereby agrees to pay cash interest (“Liquidated Damages”) with respect to the
Transfer Restricted Securities (to the extent such Debentures are Transfer Restricted Securities
during such period) from and including the day following the Registration Default to but excluding
the earlier of (1) the day on which the Registration Default has been cured and (2) the date the
Shelf Registration Statement is no longer required to be kept effective, as set forth below:





     (A) in respect of the Debentures, other than in the case of a
Registration Default relating to a failure to file or have an effective
Shelf Registration Statement with respect to shares of Common Stock
issuable upon conversion of the Debentures that are Transfer Restricted
Securities, the Company agrees to pay interest to each holder of
Debentures, accruing at a rate of (x) 0.25% per annum of the aggregate
principal amount of the Debentures to and including the 90th
day following such Registration Default, and (y) 0.50% per annum of the
aggregate principal amount of the Debentures from and after the
91st day following such Registration Default; provided that
in no event shall









 



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Liquidated Damages accrue at a rate per year exceeding 0.50% of the
aggregate principal amount of the Debentures; and




     (B) in respect of the Debentures that are Transfer Restricted
Securities submitted for conversion into Common Stock during the
existence of a Registration Default with respect to the Common Stock,
the Company agrees (x) to issue and deliver to each such holder
additional shares of Common Stock equal to 3% of the applicable
Conversion Rate (as defined in the Indenture) for each $1,000 principal
amount of Debentures (except to the extent the Company elects to deliver
cash upon conversion in accordance with the terms of the Indenture), and
(y) to pay on the settlement date with respect to such conversion,
accrued and unpaid Liquidated Damages to the holders of such Debentures
calculated in accordance with paragraph (A) to the Conversion Date (as
defined in the Indenture) relating to such settlement date; and




     (C) in respect of Common Stock issued upon conversion of
Debentures, each holder of such Common Stock will not be entitled to any
Liquidated Damages if the Registration Default with respect to such
Common Stock occurs after the holder has converted the Debentures into
Common Stock.



          In no event shall Liquidated Damages accrue on the Debentures solely as a result of a
Registration Default with respect to the Common Stock.





     (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the
Company on each Liquidated Damages Payment Date. Upon the cure of all Registration
Defaults relating to any particular Debenture, the accrual of Liquidated Damages with
respect to such Debenture will cease.



     All obligations of the Company set forth in this Section 3 that have accrued and 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 Transfer Restricted Security shall have been satisfied in full.



     The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the
Holders of Transfer Restricted Securities for each Registration Default or a breach of this
Agreement that also constitutes a Registration Default.









 



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          4. Registration Procedures.





     (a) In connection with the Shelf Registration Statement, the Company shall comply
with all the provisions of Section 4(b) hereof and shall use its commercially reasonable
efforts to effect such registration to permit the sale of the Transfer Restricted
Securities, and pursuant thereto, shall as expeditiously as possible but no later than the
Shelf Filing Deadline prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act.




     (b) In connection with the Shelf Registration Statement and any Prospectus required
by this Agreement to permit the sale or resale of Transfer Restricted Securities, the
Company shall:




     (i) Subject to any notice by the Company of a Suspension Period and subject
to Section 2(e), use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective during the Effectiveness Period;
upon the occurrence of any event that would cause the Shelf 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 in accordance with this Agreement during the
Effectiveness Period, the Company shall file promptly an appropriate amendment to
the Shelf Registration Statement, a supplement to the Prospectus or a report
filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its commercially
reasonable efforts to cause such amendment to be declared effective and the Shelf
Registration Statement and the related Prospectus to become usable for resale of
Transfer Restricted Securities in accordance with this Agreement as soon as
practicable thereafter. Notwithstanding the foregoing, the Company may suspend
the use of the Shelf Registration Statement by written notice to the Holders for
a period not to exceed an aggregate of 45 days in any 90-day period (each such
period, a “Suspension Period”) if:




     (A) (x) an event occurs and is continuing as a result of which the
Shelf Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein
would, in the Company’s judgment, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
(y) the Company determines in good faith that the









 



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disclosure of such event at such time would be detrimental to the
Company and its subsidiaries; or




     (B) the Company deems it necessary to file a post-effective
amendment to the Shelf Registration Statement in order to make changes
to the information in the related Prospectus regarding the selling
Holders or the information relating to the “Plan of Distribution” of the
Transfer Restricted Securities;




provided that, in the case of clause (A) above, in the event the disclosure
relates to a previously undisclosed proposed or pending material business
transaction, the disclosure of which the Company determines in good faith would
be reasonably likely to impede the Company’s ability to consummate such
transaction, the Company may extend a Suspension Period from 45 days to 60 days;
provided, however, that Suspension Periods shall not exceed an aggregate of 120
days in any 360-day period. The Company shall not be required to specify in the
written notice to the Holders the nature of the event giving rise to the
Suspension Period. Holders hereby agree to hold in confidence any communications
in response to a notice of, or the existence of any fact or any event giving use
to the suspension period.




     (ii) Subject to Section 2(e), prepare and file with the Commission such
amendments and post-effective amendments to the Shelf Registration Statement as
may be necessary to keep the Shelf Registration Statement effective during the
Effectiveness Period; 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 disposition of all
Transfer Restricted Securities covered by the Shelf Registration Statement during
the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in the Shelf Registration Statement
or supplement to the Prospectus.




     (iii) Advise the selling Holders promptly and, if requested by such selling
Holders, to confirm such advice in writing, except as provided in clause (D)
below:




     (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any









 



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post-effective amendment thereto, when the same has become
effective,




     (B) of any request by the Commission for post-effective amendments
to the Shelf Registration Statement or post-effective 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 Shelf 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, or




     (D) of the existence of any fact or the happening of any event,
during the Effectiveness Period, that makes any statement of a material
fact made in the Shelf Registration Statement, the Prospectus, any
amendment or supplement thereto, or any document incorporated by
reference therein untrue in any material respect, or that requires the
making of any additions to or changes in the Shelf 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 Shelf 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, the Company shall use its
commercially reasonable efforts to obtain the withdrawal or lifting of such order
at the earliest possible time and will provide to each Holder who is named in the
Shelf Registration Statement prompt notice of the withdrawal of any such order.




     (iv) Make available at reasonable times for inspection by one or more
representatives of the selling Holders, designated in writing by a Majority of
Holders whose Transfer Restricted Securities are included in the Shelf
Registration Statement, and any attorney or accountant retained by such selling
Holders, all financial and other records, and pertinent corporate documents (at
the offices where normally kept) and properties of the Company as shall be
reasonably necessary to enable them to conduct a reasonable investigation within
the meaning of Section 11 of the Securities Act, and cause the Company’s
officers, directors,









 



13



managers and employees to supply all information reasonably requested by any
such representative or representatives of the selling Holders, attorney or
accountant in connection therewith; provided, however, that the Company shall
have no obligation to deliver information to any selling Holder or representative
pursuant to this Section 4(b)(iv) unless such selling Holder or representative
shall have executed and delivered a confidentiality agreement in a form
acceptable to the Company relating to such information; and provided, further,
however, that neither the Company nor any of its subsidiaries shall be required
to provide any information that might reasonably be expected to result in the
loss of the attorney-client privilege for its benefit.




     (v) Subject to Section 2(e), if requested by any selling Holders, promptly
incorporate in the Shelf Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities.




     (vi) Furnish to each selling Holder upon request, without charge, at least
one copy of the Shelf Registration Statement, as first filed with the Commission,
and of each amendment thereto (and any documents incorporated by reference
therein or exhibits thereto (or exhibits incorporated in such exhibits by
reference) as such selling Holder may request).




     (vii) Deliver to each selling Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto as such selling Holder reasonably may request; subject to any
notice by the Company of a Suspension Period, the Company hereby consents to the
use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement
thereto.




     (viii) Before any public offering of Transfer Restricted Securities,
cooperate with the selling Holders and their counsel in connection with any
legally required registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions in the
United States as the selling Holders may reasonably request and do any and all
other acts or things necessary under applicable law or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered
by the Shelf Registration Statement; provided,









 



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however, that the Company shall not be required (A) to register or qualify
as a foreign corporation or a dealer of securities where it is not now so
qualified or to take any action that would subject it to the service of process
in any jurisdiction where it is not now so subject or (B) to subject itself to
general or unlimited service of process or to taxation in any such jurisdiction
if they are not now so subject.




     (ix) Cooperate with the selling Holders to facilitate the timely preparation
and delivery of certificates representing Transfer Restricted Securities to be
sold and not bearing any restrictive legends (unless required by applicable
securities laws); and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders may request at least
two Business Days before any sale of Transfer Restricted Securities.




     (x) Use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Shelf Registration Statement to be registered with or
approved by such other U.S. governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Transfer Restricted Securities in accordance with the terms hereof.




     (xi) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by
Section 4(b)(iii)(D) hereof shall exist or have occurred, use its commercially
reasonable efforts to prepare a supplement or post-effective amendment to the
Shelf 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 required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they are made, not misleading.




     (xii) Provide CUSIP numbers for all Transfer Restricted Securities not later
than the effective date of the Shelf Registration Statement and provide the
Trustee under the Indenture with certificates for the Debentures that are in a
form eligible for deposit with The Depository Trust Company.




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









 



15



of the NASD (it being understood that any offering where such retention is
required must be conducted in accordance with Section 8 hereof).




     (xiv) Otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission and all reporting requirements
under the rules and regulations of the Exchange Act.




     (xv) Cause the Indenture to be qualified under the TIA not later than the
effective date of the Shelf Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the holders of
Debentures 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 TIA; and execute
and use its commercially reasonable efforts to cause the Trustee thereunder 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.




     (xvi) Cause all Common Stock covered by the Shelf Registration Statement to
be listed or quoted, as the case may be, on each securities exchange or automated
quotation system on which Common Stock is then listed or quoted.




     (xvii) Provide to each Holder upon written request each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act after the effective date of the Shelf Registration Statement, unless
such document is available through the Commission’s EDGAR system.




     (c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice (a “Suspension Notice”) from the Company of a Suspension Period,
such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the Shelf Registration Statement until:




     (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 2(e) or Section 4(b) hereof; or




     (ii) such Holder is advised in writing 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.









 



16

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
of suspension.





     (d) Each Holder agrees by acquisition of the Transfer Restricted Securities, that no
Holder shall be entitled to sell any of such Transfer Restricted Securities pursuant to a
Shelf Registration Statement, or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(e) hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice Holder
agrees promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the distribution
of such Transfer Restricted Securities as the Company may from time to time reasonably
request in writing. Any sale of any Transfer Restricted Securities by any Holder shall
constitute a representation and warranty by such Holder that the information relating to
such Holder and its plan of distribution is as set forth in the Prospectus delivered by
such Holder in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to or provided
by such Holder or its plan of distribution and that such Prospectus does not as of the
time of such sale omit to state any material fact relating to or provided by such Holder
or its plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made not misleading.



     5. Registration Expenses.




     All expenses incident to the Company’s performance of or compliance with this
Agreement shall be borne by the Company regardless of whether a Shelf Registration
Statement becomes effective, including, without limitation:




     (i) all registration and filing fees and expenses (including filings made
with the NASD);




     (ii) all fees and expenses of compliance with federal securities and state
Blue Sky or securities laws;




     (iii) all expenses of printing (including printing of Prospectuses and
certificates for the Common Stock to be issued upon conversion of the Debentures)
and the Company’s expenses for messenger and delivery services and telephone;









 



17



     (iv) all fees and disbursements of counsel to the Company;




     (v) all application and filing fees in connection with listing (or
authorizing for quotation) the Common Stock on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and




     (vi) all fees and disbursements of independent certified public accountants
of the Company.



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



     All underwriting discounts, selling commissions and stock transfer taxes applicable to the
securities registered by the Holders and all fees and expenses of the Holders, including fees and
expenses of counsel, shall be borne by the Holders.



     6. Indemnification And Contribution.




     (a) The Company agrees to indemnify and hold harmless each Holder (including the
Initial Purchaser), its directors, officers, and employees and each person, if any, who
controls any such Holder within the meaning of the Securities Act or the Exchange Act
(each, an “Indemnified Holder”), against any loss, claim, damage, liability or expense,
joint or several, or any action in respect thereof (including, but not limited to, any
loss, claim, damage, liability or action relating to resales of the Transfer Restricted
Securities), to which such Indemnified Holder may become subject, insofar as any such
loss, claim, damage, liability or action arises out of, or is based upon:




     (i) any untrue statement or alleged untrue statement of a material fact
contained in (A) the Shelf Registration Statement as originally filed or in any
amendment thereof, in any Prospectus, or in any amendment or supplement thereto
or (B) any blue sky application or other document or any amendment or supplement
thereto prepared or executed by the Company (or based upon written information
furnished by or on behalf of the Company expressly for use in such blue sky
application or other document or amendment on supplement) filed in any
jurisdiction specifically for the purpose of qualifying any or all of the
Transfer Restricted Securities under the securities law of any state or other
jurisdiction within the United States (such application or document being
hereinafter called a “Blue Sky Application”); or









 



18



     (ii) the omission or alleged omission to state therein any material fact
required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading,


and, subject to Section 6(c) hereof, agrees to reimburse each Indemnified Holder promptly upon
demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating, defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or expense arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or alleged omission made
in reliance upon and in conformity with written information furnished to the Company by or on
behalf of such Holder (or its related Indemnified Holder) specifically for use therein. The
foregoing indemnity agreement is in addition to any liability which the Company may otherwise have.
In the event that it is finally judicially determined that an Indemnified Holder is not entitled
to receive payments for legal and other expenses pursuant to this Section 6, such Indemnified
Holder will promptly return all such sums that had been paid pursuant hereto.





     (b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless and
provide reimbursement to the Company, its directors, officers and employees and each
person, if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act to the same extent as the foregoing indemnity and reimbursement from the
Company to each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in Section 6(a). This indemnity agreement set
forth in this Section 6(b) shall be in addition to any liabilities which any such Holder
may otherwise have. In no event shall any Holder, its directors, officers or any person
who controls such Holder be liable or responsible for any amount in excess of the amount
by which the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Shelf Registration Statement exceeds the amount of any
damages that such Holder, its directors, officers or any person who controls such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.




     (c) Promptly after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under this Section 6, notify
the indemnifying party in writing of the claim or the commencement of that action;
provided, however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the









 



19



extent it has been materially prejudiced by such failure and, provided, further, that
the failure to notify the indemnifying party shall not relieve it from any liability which
it may have to an indemnified party otherwise than under this Section 6. If any such
claim or action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified party of
its election to assume the defense of such claim or action, the indemnifying party shall
not be liable to the indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that the
indemnified parties shall have the right to employ a single counsel to represent jointly
the indemnified parties and their officers, employees and controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may be sought
against the indemnifying parties under this Section 6 if the indemnified party seeking
indemnification shall have been advised by legal counsel that there may be one or more
legal defenses available to such indemnified parties and their respective officers,
employees and controlling persons that are different from or additional to those available
to the indemnifying parties, and in that event, the fees and expenses of such separate
counsel shall be paid by the indemnifying party.




     (d) The indemnifying party under this Section shall not be liable for any settlement
of any proceeding effected without its written consent, which shall not be withheld
unreasonably, but if settled with such consent or if there is a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party against any
loss, claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 90 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party shall not
have reimbursed the indemnified party in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement, compromise or consent to the entry of judgment
in any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity was or could have been
sought hereunder by such indemnified party, unless such settlement, compromise or consent
(x) includes an unconditional release of









 



20



such indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding and (y) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified party.




     (e) If the indemnification provided for in this Section 6 shall for any reason be
unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or
6(b) in respect of any loss, claim, damage or liability (or action in respect thereof)
referred to therein, each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability (or action in respect thereof):




     (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company from the offering and sale of the Transfer Restricted
Securities on the one hand and a Holder with respect to the sale by such Holder
of the Transfer Restricted Securities on the other, or




     (ii) if the allocation provided by Section (6)(e)(i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in Section 6(e)(i) but also the relative fault of
the Company on the one hand and the Holders on the other in connection with the
statements or omissions or alleged statements or alleged omissions that resulted
in such loss, claim, damage or liability (or action in respect thereof), as well
as any other relevant equitable considerations.


The relative benefits received by the Company on the one hand and a Holder on the other with
respect to such offering and such sale shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Debentures purchased under the Purchase Agreement (before
deducting expenses) received by the Company, on the one hand, bear to the total proceeds received
by such Holder with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to 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 on the one hand or the Holders on the other, the
intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each Holder agree that it would not
be just and equitable if the amount of contribution pursuant to this Section 6(e) were determined
by pro rata allocation or by any other method of allocation that does not take into account the
equitable considerations referred to in the first sentence of this Section 6(e).




     Subject to the limitations on legal and other expenses set forth in Section 6(c) hereof, the
amount paid or payable by an indemnified party as a result of the









 



21



loss, claim, damage or liability, or action in respect thereof, referred to above in this
Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim.



     Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute
any amount in excess of the amount by which the total price at which the Transfer Restricted
Securities purchased by it were resold exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of any 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 as provided in this
Section 6(e) are several and not joint.




     (f) The provisions of this Section 6 shall remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the Company or any
of the officers, directors or controlling persons referred to in Section 6 hereof, and
will survive the sale by a Holder of Transfer Restricted Securities.



     7. Rule 144A and Rule 144. The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder,
to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities designated by 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, and (ii) is
subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a
timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.



     8. No Participation In Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder.



     9. Miscellaneous.




     (a) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 2 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely, and
that, in the event of any such failure, the Initial Purchaser or any Holder may obtain
such relief as may be required to specifically enforce the Company’s obligations under
Section 2 hereof. The Company further agrees to waive









 



22



the defense in any action for specific performance that a remedy at law would be
adequate.




     (b) No Inconsistent Agreements. The Company has not, as of the date hereof, entered
into, nor shall it, on or after the date hereof, 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. In addition, the Company
shall not grant to any of its securityholders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its securities in the
Shelf Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities.




     (c) Amendments and Waivers. 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 obtained the written consent of a Majority of Holders;
provided, however, that with respect to any matter that directly or indirectly adversely
affects the rights of the Initial Purchaser hereunder, the Company shall obtain the
written consent of the Initial Purchaser. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to depart from the provisions hereof, with respect
to a matter, which relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Shelf Registration Statement and does not directly or indirectly
adversely affect the rights of other Holders, may be given by a Majority of Holders,
determined on the basis of the Transfer Restricted Securities being sold rather than
registered under such Shelf Registration Statement.




     (d) 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, facsimile transmission, 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 or the transfer agent of the Common Stock, as the case may
be;




     (ii) if to the Company, at its address set forth in the Purchase Agreement,
with a copy to Stinson Morrison Hecker LLP at its address set forth in the
Purchase Agreement; and




     (iii) if to the Initial Purchaser, at the address of the Initial Purchaser
set forth in the Purchase Agreement.



     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









 



23



after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed;
when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery.



     Any party hereto may change the address for receipt of communications by giving written notice
to the others.




     (e) 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. The Company hereby agrees to extend the benefit of this Agreement
to any Holder and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.




     (f) 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.




     (g) Debentures Held by the Company or Its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Transfer Restricted Securities is
required hereunder, Transfer Restricted Securities held by the Company or its Affiliates
(other than subsequent Holders if such subsequent Holders are deemed to be Affiliates
solely by reason of their holding of such Debentures) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.




     (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.




     (j) Severability. If 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, it
being intended that all of the rights and privileges of the parties shall be enforceable
to the fullest extent permitted by law.




     (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









 



24



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.









 



 


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



	 	 	 	 	 
	 	EURONET WORLDWIDE, INC.

 	 
	 	By:  	/s/ Rick L. Weller
 	 
	 	 	Name:  	Rick L. Weller 	 
	 	 	Title:  	Chief Financial Officer and
Executive Vice President 	 
	 
	 	BANC OF AMERICA SECURITIES LLC 

 	 
	 	By:  	/s/ Herb Yeh
 	 
	 	 	Name:  	Herb Yeh 	 
	 	 	Title:  	Principal