exv4w2



 






EXHIBIT 4.2




BANC OF AMERICA SECURITIES LLC




$155,000,000 AGGREGATE PRINCIPAL AMOUNT




EURONET WORLDWIDE, INC.




3.50 % CONVERTIBLE DEBENTURES DUE 2025




Purchase Agreement




dated September 28, 2005





 









 








	 	 	 	 	 	 	 
	Section 1. Representations and Warranties of the Company	 	 	2	 
	(a)
	 	No Registration	 	 	2	 
	(b)
	 	No Integration	 	 	3	 
	(c)
	 	Rule 144A	 	 	3	 
	(d)
	 	Offering Memorandum	 	 	3	 
	(e)
	 	Offering Materials Furnished to Initial Purchaser	 	 	3	 
	(f)
	 	Authorization of the Purchase Agreement	 	 	3	 
	(g)
	 	Authorization of the Indenture	 	 	4	 
	(h)
	 	Authorization of the Debentures	 	 	4	 
	(i)
	 	Authorization of the Conversion Shares	 	 	4	 
	(j)
	 	Authorization of the Registration Rights Agreement	 	 	4	 
	(k)
	 	No Material Adverse Change	 	 	4	 
	(l)
	 	Independent Accountants	 	 	5	 
	(m)
	 	Preparation of the Financial Statements	 	 	5	 
	(n)
	 	Incorporation and Good Standing of the Company and its Subsidiaries	 	 	5	 
	(o)
	 	Capitalization and Other Capital Stock Matters	 	 	6	 
	(p)
	 	Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required	 	 	6	 
	(q)
	 	No Material Actions or Proceedings	 	 	7	 
	(r)
	 	Intellectual Property Rights	 	 	7	 
	(s)
	 	All Necessary Permits, etc	 	 	8	 
	(t)
	 	Title to Properties	 	 	8	 
	(u)
	 	Tax Law Compliance	 	 	8	 
	(v)
	 	Company Not Required to Register as an “Investment Company”	 	 	8	 
	(w)
	 	Insurance	 	 	9	 
	(x)
	 	No Price Stabilization or Manipulation	 	 	9	 
	(y)
	 	Related Party Transactions	 	 	9	 
	(z)
	 	Recent Sales	 	 	9	 
	Section 2. Purchase, Sale and Delivery of the Debentures	 	 	11	 
	(a)
	 	The Firm Debentures	 	 	11	 
	(b)
	 	The First Closing Date	 	 	11	 
	(c)
	 	The Optional Debentures; the Second Closing Date	 	 	11	 
	(d)
	 	Payment for the Debentures	 	 	12	 
	(e)
	 	Delivery of the Debentures	 	 	12	 
	Section 3. Additional Covenants of the Company	 	 	12	 
	(a)
	 	Initial Purchaser’s Review of Proposed Amendments and Supplements	 	 	12	 
	(b)
	 	Amendments and Supplements to the Offering Memorandum and Other Securities Act	 	 	 	 
	 
	 	Matters	 	 	13	 
	(c)
	 	Copies of Offering Memorandum	 	 	13	 
	(d)
	 	Blue Sky Compliance	 	 	13	 
	(e)
	 	Rule 144A Information	 	 	13	 
	(f)
	 	Legends	 	 	14	 
	(g)
	 	No General Solicitation	 	 	14	 
	(h)
	 	No Integration	 	 	14	 
	(i)
	 	Rule 144 Tolling	 	 	14	 
	(j)
	 	Use of Proceeds	 	 	14	 
	(k)
	 	Transfer Agent	 	 	14	 
	(l)
	 	Company to Provide Interim Financial Statements	 	 	14	 
	(m)
	 	Agreement Not to Offer or Sell Additional Securities	 	 	14	 
	(n)
	 	Future Reports to the Initial Purchaser	 	 	15	 
	(o)
	 	Investment Limitation	 	 	15	 






i









 






	 	 	 	 	 	 	 
	(p)
	 	No Manipulation of Price	 	 	15	 
	(q)
	 	Existing Lock-Up Agreements	 	 	15	 
	(r)
	 	Quotation of Conversion Shares	 	 	16	 
	Section 4. Payment of Expenses	 	 	16	 
	Section 5. Conditions of the Obligations of the Initial Purchaser	 	 	16	 
	(a)
	 	Accountants’ Comfort Letter	 	 	16	 
	(b)
	 	No Material Adverse Change or Rating Agency Change	 	 	17	 
	(c)
	 	Opinion of Counsel for the Company	 	 	17	 
	(d)
	 	Opinion of Counsel for the Initial Purchaser 	 	 	17	 
	(e)
	 	Officers’ Certificate	 	 	17	 
	(f)
	 	Bring-Down Comfort Letter	 	 	17	 
	(g)
	 	Registration Rights Agreement	 	 	18	 
	(h)
	 	Lock-Up Agreement from Certain Securityholders of the Company	 	 	18	 
	(i)
	 	PORTAL Designation	 	 	18	 
	(j)
	 	Additional Documents	 	 	18	 
	Section 6. Representations, Warranties and Agreements of Initial Purchaser	 	 	18	 
	Section 7. Reimbursement of Initial Purchaser’ Expenses	 	 	19	 
	Section 8. Indemnification	 	 	19	 
	(a)
	 	Indemnification of the Initial Purchaser	 	 	19	 
	(b)
	 	Indemnification of the Company, its Directors and Officers	 	 	20	 
	(c)
	 	Notifications and Other Indemnification Procedures	 	 	21	 
	(d)
	 	Settlements	 	 	22	 
	Section 9. Contribution	 	 	22	 
	Section 10. Termination of this Agreement	 	 	24	 
	Section 11. Representations and Indemnities to Survive Delivery	 	 	24	 
	Section 12. Notices	 	 	24	 
	Section 13. Successors	 	 	25	 
	Section 14. Partial Unenforceability	 	 	26	 
	Section 15. Governing Law Provisions; Consent to Jurisdiction	 	 	26	 
	(a)
	 	Governing Law Provisions	 	 	26	 
	(b)
	 	Consent to Jurisdiction	 	 	26	 
	Section 16. General Provisions	 	 	26	 






ii









 






Purchase Agreement




September 28, 2005




BANC OF AMERICA SECURITIES LLC

9 West 57th Street

New York, New York 10019




Ladies and Gentlemen:




          Euronet Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to
Banc of America Securities LLC (“BAS” or the “Initial Purchaser”) $155,000,000 in aggregate
principal amount of its 3.50% Convertible Debentures due 2025 (the “Firm Debentures”). In
addition, the Company has granted to the Initial Purchaser an option to purchase up to an
additional $20,000,000 in aggregate principal amount of its 3.50 % Convertible Debentures
due 2025 (the “Optional Debentures” and, together with the Firm Debentures, the “Debentures”). The
Debentures will be redeemable at the Company’s option at any time on or after October 20, 2012.




          The Debentures will be convertible into fully paid, non-assessable shares of common stock, par
value $0.02 per share, of the Company (the “Common Stock”) 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 (the “Rights Agreement”).
The Debentures will be convertible initially at a conversion rate of 24.7036 shares per $1,000
principal amount of the Debentures, on the terms, and subject to the conditions, set forth in the
Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock
and accompanying Rights into which the Debentures are convertible. The Debentures will be issued
pursuant to an indenture (the “Indenture”) to be dated as of the First Closing Date (as defined in
Section 2), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).




     The Debentures will be offered and sold to the Initial Purchaser without being registered
under the Securities Act of 1933, as amended, and the rules and regulations (the “Rules and
Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder (the
“Securities Act”), in reliance upon the private placement exemption provided by Section 4(2) of the
Securities Act.



     Holders of the Debentures (including the Initial Purchaser and its direct and indirect
transferees) will be entitled to the benefits of a Resale Registration Rights Agreement, dated the
First Closing Date, between the Company and the Initial Purchaser (the “Registration Rights
Agreement”), pursuant to which the Company will agree to file



1









 







with the Commission a shelf
registration statement pursuant to Rule 415 under the Securities Act (the “Registration Statement”)
covering the resale of the Debentures and the Conversion Shares, and to use its commercially
reasonable efforts to cause the Registration Statement to be declared effective. This Agreement,
the Indenture, the Debentures and the Registration Rights Agreement are referred to herein
collectively as the “Operative Documents.”



     The Company understands that the Initial Purchaser proposes to make an offering of the
Debentures on the terms and in the manner set forth herein and in the Offering Memorandum (as
defined below) and agrees that the Initial Purchaser may resell, subject to the conditions set
forth herein, all or a portion of the Debentures to purchasers (the “Subsequent Purchasers”) at any
time after the date of this Agreement. The Debentures are to be offered and sold to or through the
Initial Purchaser without being registered with the Commission under the Securities Act in reliance
upon exemptions therefrom. The terms of the Debentures and the Indenture will require that
investors that acquire Debentures expressly agree that Debentures (and any Conversion Shares) may
only be resold or otherwise transferred, after the date hereof, if such Debentures (or Conversion
Shares) are registered for sale under the Securities Act or if an exemption (including the
exemption afforded by Rule 144A (“Rule 144A”)) under the Securities Act is available.



     The Company has prepared an offering memorandum dated the date hereof setting forth
information concerning the Company, the Debentures, the Registration Rights Agreement (as defined
below) and the Common Stock in form and substance reasonably satisfactory to the Initial Purchaser.
As used in this Agreement, “Offering Memorandum” means, collectively, the Preliminary Offering
Memorandum dated as of September 28, 2005 (the “Preliminary Offering Memorandum”) and the offering
memorandum dated the date hereof (the “Final Offering Memorandum”), each as amended or supplemented
by the Company. As used herein, each of the terms “Offering Memorandum”, “Preliminary Offering
Memorandum” and “Final Offering Memorandum” shall include in each case the documents incorporated
or deemed to be incorporated by reference therein.



     The Company hereby confirms its agreements with the Initial Purchaser as follows:



          Section 1. Representations and Warranties of the Company.




     The Company hereby represents, warrants and covenants to the Initial Purchaser as follows:



     (a) No Registration.Assuming the accuracy of the representations and warranties of the Initial
Purchaser contained in Section 6 and its compliance with the agreements set forth therein, it is
not necessary, in connection with the issuance and sale of the Debentures to the Initial Purchaser,
the offer, resale and delivery of the Debentures by the Initial Purchaser and the conversion of the
Debentures into Conversion Shares, in each case in the manner contemplated by this Agreement, the
Indenture and the Offering Memorandum, to register the Debentures or the Conversion Shares under
the Securities



 









 







Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”)



     (b) No Integration.None of the Company or any of its subsidiaries (other than the Initial
Purchaser in connection with the transactions contemplated by this Agreement, about which no
representation is made by the Company) has, directly or through any agent, sold, offered for sale,
solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the
Securities Act) that is or will be integrated with the sale of the Debentures or the Conversion
Shares in a manner that would require registration under the Securities Act of the Debentures or
the Conversion Shares.



     (c) Rule 144A.No securities of the same class (within the meaning of Rule 144A(d)(3) under the
Securities Act) as the Debentures are listed on any national securities exchange registered under
Section 6 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the “Exchange Act”), or quoted on an automated inter-dealer quotation
system. The Company is subject to and in full compliance with the reporting requirements of Section
13 or Section 15(d) of the Exchange Act.



     (d) Offering Memorandum.The Company hereby confirms that it has authorized the use of the
Offering Memorandum in connection with the offer and sale of the Debentures by the Initial
Purchaser. Each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Offering Memorandum complied or will comply when it is filed in
all material respects with the Exchange Act and the rules and regulations of the Commission
thereunder. The Preliminary Offering Memorandum does not contain and the Final Offering Memorandum
in the form used by the Initial Purchaser to confirm sales as of each Closing Date (as defined in
Section 2), will not contain, any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the Company makes no representation or warranty
as to information contained in or omitted from the Offering Memorandum in reliance upon and in
conformity with written information furnished to the Company by or on the behalf of the Initial
Purchaser specifically for inclusion therein.



     (e) Offering Materials Furnished to Initial Purchaser.The Company has delivered to the Initial
Purchaser Preliminary Offering Memorandums and Final Offering Memorandums, as amended or
supplemented, in such quantities and at such places as the Initial Purchaser has reasonably
requested.



     (f) Authorization of the Purchase Agreement.This Agreement has been duly authorized, executed
and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance
with its terms, except as rights to indemnification hereunder may be limited by applicable law and
except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors or
by general equitable principles.



 









 





     (g) Authorization of the Indenture.The Indenture has been duly authorized by the Company and,
upon the effectiveness of the Registration Statement, will be qualified under the Trust Indenture
Act; on the First Closing Date, the Indenture will have been duly executed and delivered by the
Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee,
will constitute a legally valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights
and remedies of creditors or by general equitable principles; and the Indenture conforms in all
material respects to the description thereof contained in the Offering Memorandum.



     (h) Authorization of the Debentures.The Debentures have been duly authorized by the Company;
when the Debentures are executed, authenticated and issued in accordance with the terms of the
Indenture and delivered to and paid for by the Initial Purchaser pursuant to this Agreement on the
respective Closing Date (assuming due authentication of the Debentures by the Trustee), such
Debentures will constitute legally valid and binding obligations of the Company, entitled to the
benefits of the Indenture and enforceable against the Company in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting the rights and remedies of creditors or by general
equitable principles; and the Debentures will conform in all material respects to the description
thereof contained in the Offering Memorandum.



     (i) Authorization of the Conversion Shares.(i) The shares of Common Stock initially issuable
upon conversion of the Debentures have been duly authorized and reserved and, when issued upon
conversion of the Debentures in accordance with the terms of the Debentures, will be validly
issued, fully paid and non-assessable, and the issuance of such shares will not be subject to any
preemptive or similar rights and (ii) the Rights, if any, issuable upon conversion of the
Debentures have been duly authorized and, when and if issued upon conversion in accordance with the
terms of the Indenture and the Rights Agreement, will have been validly issued.



     (j) Authorization of the Registration Rights Agreement.The Registration Rights Agreement has
been duly authorized, executed and delivered by, and is a valid and binding agreement of, the
Company, enforceable against the Company in accordance with its terms, except as rights to
indemnification thereunder may be limited by applicable law and except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles.



     (k) No Material Adverse Change.Except as otherwise disclosed in the Offering Memorandum
(exclusive of any amendments or supplements thereto subsequent to the date of this Agreement),
subsequent to the respective dates as of which information is given in the Offering Memorandum: (i)
there has been no material adverse change, or any development that could reasonably be expected to
result in a material adverse change, in the condition, financial or otherwise, or in the earnings,
business, operations or prospects, whether or not arising from transactions in the ordinary course
of business, of the



 









 







Company and its subsidiaries, considered as one entity (any such change is
called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one
entity, have not incurred any material liability or obligation, indirect, direct or contingent, not
in the ordinary course of business, nor entered into any material transaction or agreement not in
the ordinary course of business; and (iii) there has been no dividend or distribution of any kind
declared, paid or made by the Company or, except for dividends paid to the Company or other
subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by
the Company or any of its subsidiaries of any class of capital stock.



     (l) Independent Accountants.Each of KPMG LLP and KPMG Audyt Sp.zo.o. (f/k/a KPMG Polska
Sp.zo.o.), who have expressed their opinion with respect to the financial statements (which term as
used in this Agreement includes the related notes thereto) of the Company included in or
incorporated by reference in the Offering Memorandum, are independent public or certified public
accountants as required by the Securities Act and the Exchange Act. PricewaterhouseCoopers LLP,
who have expressed their opinion with respect to certain financial statements (which term as used
in this Agreement includes the related notes thereto) of e-pay Limited that are incorporated by
reference in the Offering Memorandum, are independent public or certified public accountants with
respect to e-pay Limited to the extent required by the Securities Act and the Exchange Act.



     (m) Preparation of the Financial Statements.The financial statements included in or
incorporated by reference in the Offering Memorandum present fairly the consolidated financial
position of the Company and its consolidated subsidiaries as of and at the dates indicated and the
results of their operations and cash flows for the periods specified. Such financial statements
have been prepared in conformity with generally accepted accounting principles as applied in the
United States applied on a consistent basis throughout the periods involved, except as may be
expressly stated in the related notes thereto. The financial data set forth in the Offering
Memorandum under the captions “Summary—Summary of Historical Consolidated Financial Data” and
“Capitalization” fairly present the information set forth therein on a basis consistent with that
of the audited financial statements contained in the Offering Memorandum. The Company’s ratios of
earnings to fixed charges set forth in the Offering Memorandum have been calculated in compliance
with Item 503(d) of Regulation S-K under the Securities Act. Except for certain financial
statements of e-pay Limited incorporated by reference in the Offering Memorandum, no financial
statements of any other person would be required to be included in the Offering Memorandum if it
were a registration statement under the Securities Act pursuant to Rule 3.05 of Regulation S-X and
no pro forma financial statements of the Company would be required under Rule 11.01 thereof.



     (n) Incorporation and Good Standing of the Company and its Subsidiaries.Each of the Company
and its Significant Subsidiaries (as that term is defined in Rule 405 under the Securities Act) has
been duly incorporated and is validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation and has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the Offering Memorandum and, in
the case of the Company, to enter into



 









 







and perform its obligations under this Agreement. Each of
the Company and each subsidiary is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business, except for such jurisdictions
where the failure to so qualify or to be in good standing would not, individually or in the
aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of
each Significant Subsidiary has been duly authorized and validly issued, is fully paid and
non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the
Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2004.



     (o) Capitalization and Other Capital Stock Matters.The authorized, issued and outstanding
capital stock of the Company is as set forth in the Offering Memorandum under the caption
“Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans
described in the Offering Memorandum or upon exercise of outstanding options or warrants described
in the Offering Memorandum). The Common Stock (including the Conversion Shares) conforms in all
material respects to the description thereof contained in the Offering Memorandum. All of the
issued and outstanding shares of Common Stock have been duly authorized and validly issued, are
fully paid and nonassessable and have been issued in compliance with federal and state securities
laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or purchase securities of
the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights
of first refusal or other rights to purchase, or equity or debt securities convertible into or
exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other
than those accurately described in the Offering Memorandum. The description of the Company’s stock
option, stock bonus and other stock plans or arrangements, and the options or other rights granted
thereunder, set forth in the Offering Memorandum describes in all material respects such plans,
arrangements, options and rights.



     (p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required.Neither the Company nor any of its subsidiaries is in violation of its respective charter
or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default)
(“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise,
lease or other instrument to which the Company or any of its subsidiaries is a party or by which it
or any of them may be bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not,
individually or in the aggregate, result in a Material Adverse Change.



          The Company’s execution, delivery and performance of the Operative Documents and consummation
of the transactions contemplated thereby and by the Offering Memorandum (i) have been duly
authorized by all necessary corporate action




 









 







and will not result in any violation of the provisions
of the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or
constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under,
or result in the creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other
party to, any Existing Instrument and (iii) will not result in any violation of any law,
administrative regulation or administrative or court decree applicable to the Company or any
subsidiary, except for any such event or occurrence that would not, individually or in the
aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order
of, or registration or filing with, any court or other governmental or regulatory authority or
agency, is required for the Company’s execution, delivery and performance of the Operative
Documents and consummation of the transactions contemplated thereby and by the Offering Memorandum,
except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as
may be required under the Securities Act, the Trust Indenture Act and the Rules and Regulations
promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full
force and effect under the Securities Act, applicable state securities or blue sky laws and from
the National Association of Securities Dealers, Inc. (the “NASD”). As used herein, a “Debt
Repayment Triggering Event” means any event or condition which gives, or with the giving of notice
or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness
(or any person acting on such holder’s behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.




     (q) No Material Actions or Proceedings.There are no legal or governmental actions, suits or
proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting
the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or
director of, or property owned or leased by, the Company or any of its subsidiaries or (iii)
relating to environmental or discrimination matters, where in any such case (A) there is a
reasonable possibility that such action, suit or proceeding might be determined adversely to the
Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely,
would reasonably be expected to result in a Material Adverse Change or adversely affect the
consummation of the transactions contemplated by this Agreement. No material labor dispute with
the employees of the Company or any of its subsidiaries, or with the employees of any principal
supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or
imminent.



     (r) Intellectual Property Rights.Except as otherwise disclosed in the Offering Memorandum, the
Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights,
copyrights, domain names, licenses, approvals, trade secrets and other similar rights
(collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as
now conducted, except for such Intellectual Property Rights the absence of which would not result
in a Material Adverse Change; and the expected expiration of any of such Intellectual Property
Rights would not result in a Material Adverse Change. Neither the Company nor any of its
subsidiaries has received any notice of infringement or conflict with asserted Intellectual
Property Rights of others,



 









 







which infringement or conflict, if the subject of an unfavorable
decision, would result in a Material Adverse Change. The Company is not a party to or bound by any
options, licenses or agreements with respect to the Intellectual Property Rights of any other
person or entity that are required to be set forth in the Offering Memorandum if it were a
registration statement on Form S-3 (including through incorporation by reference) and are not
described in all material respects. None of the technology employed by the Company has been
obtained or is being used by the Company in violation of any contractual obligation binding on the
Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in
violation of the rights of any persons, except for any violation that would not result in a
Material Adverse Change.



     (s) All Necessary Permits, etc.The Company and each subsidiary possess such valid and current
certificates, authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct their respective businesses, and neither the
Company nor any subsidiary has received any notice of proceedings relating to the revocation or
modification of, or non-compliance with, any such certificate, authorization or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would
result in a Material Adverse Change.



     (t) Title to Properties.The Company and each of its subsidiaries has good and marketable title
to all the properties and assets reflected as owned by each of them in the financial statements
included or incorporated by reference in the Offering Memorandum, in each case free and clear of
any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except
as disclosed in the Offering Memorandum or except such as do not, singly or in the aggregate,
materially and adversely affect the value of such property and do not, singly or in the aggregate,
materially interfere with the use made or proposed to be made of such property by the Company or
such subsidiary. The real property, improvements, equipment and personal property held under lease
by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions
as are not material and do not, singly or in the aggregate, materially interfere with the use made
or proposed to be made of such real property, improvements, equipment or personal property by the
Company or such subsidiary.



     (u) Tax Law Compliance.The Company and its consolidated subsidiaries have filed all necessary
federal, state and foreign income and franchise tax returns and have paid all taxes required to be
paid by any of them and, if due and payable, any related or similar assessment, fine or penalty
levied against any of them, except where the failure to file or pay such taxes would not result in
a Material Adverse Change.



     (v) Company Not Required to Register as an “Investment Company”.The Company has been advised
of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). The Company is not, and, after receipt of payment for the Debentures and
application of the proceeds as described in the Offering Memorandum, will not be, required to
register as an “investment company” within the meaning of the Investment Company Act and will
conduct its business in a manner so that it will not become subject to the Investment Company Act.



 









 





     (w) Insurance.Each of the Company and its subsidiaries are insured by recognized, financially
sound and reputable institutions with policies in such amounts and with such deductibles and
covering such risks as are generally deemed adequate and customary for their businesses including,
but not limited to, policies covering real and personal property owned or leased by the Company and
its subsidiaries against theft, damage, destruction, acts of terrorism or vandalism, except where
the failure to be so insured would not, individually or in the aggregate, result in a Material
Adverse Change. The Company has no reason to believe that it or any subsidiary will not be able
(i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain
comparable coverage from similar institutions as may be necessary or appropriate to conduct its
business as now conducted and at a cost that would not result in a Material Adverse Change.
Neither of the Company nor any subsidiary has been denied any insurance coverage which it has
sought or for which it has applied.



     (x) No Price Stabilization or Manipulation.The Company has not taken and will not take,
directly or indirectly, any action designed to or that might be reasonably expected to cause or
result in stabilization or manipulation of the price of the Debentures, the Conversion Shares or
any other security of the Company to facilitate the sale or resale of the Debentures. The Company
acknowledges that the Initial Purchaser may engage in stabilization transactions as described in
the Offering Memorandum to the extent permitted by applicable law.



     (y) Related Party Transactions.There are no business relationships or related-party
transactions involving the Company or any subsidiary or any other person required to be described
in the Offering Memorandum if it were a registration statement on Form S-3 (including through
incorporation by reference) which have not been described in all material respects in accordance
with the rules under the Securities Act.



     (z) Recent Sales.Except as disclosed in the Offering Memorandum, the Company has not sold or
issued any shares of Common Stock, any security convertible into shares of Common Stock or any
security of the same class as the Debentures during the six-month period preceding the date of the
Offering Memorandum, including any sales pursuant to Rule 144A or under Regulations D or S of the
Securities Act, other than shares issued pursuant to the Company’s stock plans or pursuant to
outstanding options, rights or warrants, and within the last six months the Company has not offered
or sold any such securities in a manner that would be integrated with offering contemplated
hereunder.



     (aa) No General Solicitation.None of the Company or any of its affiliates (as
defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), has, directly or
through an agent, engaged in any form of general solicitation or general advertising in connection
with the offering of the Debentures or the Conversion Shares (as those terms are used in Regulation
D) under the Securities Act or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act; the Company has not entered into any contractual arrangement
with respect to the distribution of the Debentures or the Conversion Shares except for this
Agreement, and



 









 







the Company will not enter into any such arrangement except for the Registration
Rights Agreement and as may be contemplated thereby.



     (bb) Company’s Accounting System.The Company maintains a system of accounting
controls sufficient to provide reasonable assurances that (i) transactions are executed in
accordance with management’s general or specific authorization; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles as applied in the United States and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any differences.



     (cc) ERISA Compliance.The Company and its subsidiaries and any “employee benefit
plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the
regulations and published interpretations thereunder (collectively, “ERISA”)) established or
maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in
compliance in all material respects with ERISA, except where the failure to comply would not result
in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or a
subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o)
of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event”
(as defined under ERISA) has occurred or is reasonably expected to occur with respect to any
“employee benefit plan” established or maintained by the Company, its subsidiaries or any of their
ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its
subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated,
would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the
Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to
incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from,
any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA
Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and
nothing has occurred, whether by action or failure to act, which would cause the loss of such
qualification.



     (dd) Compliance with Laws.The Company has not been advised, and has no reason to
believe, that it and each of its subsidiaries are not conducting business in compliance with all
applicable laws, rules and regulations of the jurisdictions in which it is conducting business,
except where failure to be so in compliance would not result in a Material Adverse Change. There is
and has been no failure on the part of the Company or any of the Company’s directors or officers,
in their capacities as such, to comply in all material respects with any provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith,
including Section 402 related to loans and Sections 302 and 906 related to certifications.



 









 





     (ee) No Unlawful Payments.



               Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any
director, officer, agent, employee or other person associated with or acting on behalf of the
Company has violated the Foreign Corrupt Practices Act, except for any violation that would not
result in a Material Adverse Change.



          Any certificate signed by an officer of the Company and delivered to the Initial Purchaser or
to counsel for the Initial Purchaser shall be deemed to be a representation and warranty by the
Company to the Initial Purchaser as to the matters set forth therein.




          The Company acknowledges that the Initial Purchaser and, for purposes of the opinions to be
delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Initial
Purchaser, will rely upon the accuracy and truthfulness of the foregoing representations and hereby
consents to such reliance.




     Section 2. Purchase, Sale and Delivery of the Debentures.



     (a) The Firm Debentures.The Company agrees to issue and sell to the Initial Purchaser the Firm
Debentures upon the terms herein set forth. On the basis of the representations, warranties and
agreements herein contained, and upon the terms but subject to the conditions herein set forth, the
Initial Purchaser agrees to purchase from the Company $155,000,000 aggregate principal amount of
Firm Debentures at a purchase price of 97.3% of the aggregate principal amount thereof.



     (b) The First Closing Date.Delivery of the Firm Debentures to be purchased by the Initial
Purchaser and payment therefor shall be made at the offices of Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York (or such other place as may be agreed to by the Company and the Initial
Purchaser) at 10:00 a.m. New York time, on October 4, 2005, or such other time and date not later
than 10:00 a.m. New York time, on October 11, 2005 as the Initial Purchaser shall designate by
notice to the Company (the time and date of such closing are called the “First Closing Date”). The
Company hereby acknowledges that circumstances under which the Initial Purchaser may provide notice
to postpone the First Closing Date as originally scheduled include, but are in no way limited to a
reasonably based determination by the Company or the Initial Purchaser to recirculate copies of an
amended or supplemented Offering Memorandum.



     (c) The Optional Debentures; the Second Closing Date.In addition, on the basis of the
representations, warranties and agreements herein contained, and upon the terms but subject to the
conditions herein set forth, the Company hereby grants an option to the Initial Purchaser to
purchase up to $20,000,000 aggregate principal amount of Optional Debentures from the Company to
cover any over-allotments at the same price as the purchase price to be paid by the Initial
Purchaser for the Firm Debentures. The option granted hereunder may be exercised in whole or in
part at any time (but not more than once) upon notice by the Initial Purchaser to the Company, so
long as such notice is



 









 







given and the Optional Debentures are issued by the Company within a 13-day
period beginning on the First Closing Date. Such notice shall set forth (i) the amount (which
shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Debentures as to
which the Initial Purchaser is exercising the option, (ii) the names and denominations in which the
Optional Debentures are to be registered and (iii) the time, date and place at which such
Debentures will be delivered (which time and date may be simultaneous with, but not earlier than,
the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and
date of delivery of the Firm Debentures and the Optional Debentures). Such time and date of
delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” (each of the
First Closing Date and the Second Closing Date shall also be referred to herein individually as a
“Closing Date”) and shall be determined by the Initial Purchaser. Such date may be the same as the
First Closing Date but not earlier than the First Closing Date nor later than 10 business days
after the date of such notice. The Initial Purchaser may cancel the option at any time prior to
its expiration by giving written notice of such cancellation to the Company.



     (d) Payment for the Debentures.Payment for the Debentures shall be made at the First Closing
Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available
funds to a bank account designated by the Company.



     (e) Delivery of the Debentures.The Company shall deliver, or cause to be delivered, to the
Initial Purchaser the Firm Debentures in the form of one or more permanent global securities in
definitive form (the “Global Debentures”), deposited with the Trustee as custodian for DTC and
registered in the name of Cede & Co., as nominee for DTC, at the First Closing Date, against the
irrevocable release of a wire transfer of immediately available funds for the amount of the
purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Initial
Purchaser, the Optional Debentures in the form of Global Debentures, deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, which the Initial
Purchaser has agreed to purchase at the First Closing Date or the Second Closing Date, as the case
may be, against the irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. The Debentures shall be registered in such names and
denominations as the Initial Purchaser shall have requested at least two full business days prior
to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made
available for inspection on the business day preceding the First Closing Date (or the Second
Closing Date, as the case may be) at a location in New York City as the Initial Purchaser may
designate. Time shall be of the essence, and delivery at the time and place specified in this
Agreement is a further condition to the obligations of the Initial Purchaser.



     Section 3. Additional Covenants of the Company.



     The Company further covenants and agrees with the Initial Purchaser as follows:



     (a) Initial Purchaser’s Review of Proposed Amendments and Supplements.During such period
beginning on the date hereof and ending on the date which is the earlier of nine months after the
date hereof or the completion of the resale of the Debentures by the



 









 







Initial Purchaser (as notified
by the Initial Purchaser to the Company), prior to amending or supplementing the Offering
Memorandum, the Company shall furnish to the Initial Purchaser for review a copy of each such
proposed amendment or supplement, and the Company shall not print or distribute such proposed
amendment or supplement to which the Initial Purchaser reasonably objects.



     (b) Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters.If,
at any time prior to the earlier of nine months after the date hereof or the completion of the
resale of the Debentures by the Initial Purchaser (as notified by the Initial Purchaser to the
Company), any event shall occur or condition exist as a result of which it is necessary to amend or
supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at the time it is delivered to a
purchaser, not misleading, or if in the reasonable opinion of the Initial Purchaser or counsel for
the Initial Purchaser it is otherwise necessary to amend or supplement the Offering Memorandum to
comply with law, the Company shall promptly notify the Initial Purchaser and prepare, subject to
Section 3(a) hereof, such amendment or supplement as may be necessary to correct such untrue
statement or omission.



     (c) Copies of Offering Memorandum.The Company agrees to furnish the Initial Purchaser, without
charge, until the earlier of nine months after the date hereof or the completion of the resale of
the Debentures by the Initial Purchaser (as notified by the Initial Purchaser to the Company) as
many copies of the Offering Memorandum and any amendments and supplements thereto as the Initial
Purchaser may request.



     (d) Blue Sky Compliance.The Company shall cooperate with the Initial Purchaser and counsel for
the Initial Purchaser, as the Initial Purchaser may reasonably request from time to time, to
qualify or register the Debentures for sale under (or obtain exemptions from the application of)
the state securities or blue sky laws of those jurisdictions designated by the Initial Purchaser,
shall comply with such laws and shall continue such qualifications, registrations and exemptions in
effect so long as required for the distribution of the Debentures. The Company shall not be
required to qualify as a foreign corporation or to take any action that would subject it to general
service of process in any such jurisdiction where it is not presently qualified or where it would
be subject to taxation as a foreign corporation. The Company will advise the Initial Purchaser
promptly of the suspension of the qualification or registration of (or any such exemption relating
to) the Debentures for offering, sale or trading in any jurisdiction or any initiation or threat of
any proceeding for any such purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Company shall use its best efforts to obtain the
withdrawal thereof at the earliest possible moment.



     (e) Rule 144A Information.For so long as any of the Debentures are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, the Company shall provide to any
holder of the Debentures or to any prospective purchaser of the Debentures designated by any
holder, upon request of such holder or prospective purchaser, information required to be provided
by Rule 144A(d)(4) of the Securities Act



 









 







if, at the time of such request, the Company is not
subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act.



     (f) Legends.Each of the Debentures will bear, to the extent applicable, the legend contained
in “Notice to Investors” in the Offering Memorandum for the time period and upon the other terms
stated therein.



     (g) No General Solicitation.Except following the effectiveness of the Registration Statement
(as defined in the Registration Rights Agreement), the Company will not, and will cause its
subsidiaries not to, solicit any offer to buy or offer to sell the Debentures by means of any form
of general solicitation or general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act.



     (h) No Integration.The Company will not, and will cause its subsidiaries not to, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined
in the Securities Act) in a transaction that could be integrated with the sale of the Debentures in
a manner that would require the registration under the Securities Act of the Debentures.



     (i) Rule 144 Tolling.During the period of two years after the last Closing Date, the Company
will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Securities
Act) to, resell any of the Debentures which constitute “restricted securities” under Rule 144 that
have been acquired by any of them, except pursuant to a registration on an appropriate form under
the Securities Act.



     (j) Use of Proceeds.The Company shall apply the net proceeds from the sale of the Debentures
sold by it in the manner described under the caption “Use of Proceeds” in the Offering Memorandum.



     (k) Transfer Agent.The Company shall engage and maintain, at its expense, a registrar and
transfer agent for the Common Stock.



     (l) Company to Provide Interim Financial Statements.Prior to the Closing Date, the Company
will furnish the Initial Purchaser, as soon as they have been prepared by or are available to the
Company, a copy of any unaudited interim financial statements of the Company for any quarterly
calendar period subsequent to the period covered by the most recent financial statements appearing
in the Offering Memorandum.



     (m) Agreement Not to Offer or Sell Additional Securities.During the period commencing on the date
hereof and ending on the 90th day following the date of the Final Offering Memorandum, the Company
will not, without the prior written consent of BAS (which consent may be withheld at the sole
discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell,
pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h)
under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file
any registration statement under the Securities Act in respect of, any shares of Common Stock,
options or warrants to acquire shares of the Common Stock or securities



 









 







exchangeable or exercisable
for or convertible into shares of Common Stock (other than as contemplated by this Agreement with
respect to the Debentures); provided, however, that the Company may issue and, in the case of
clauses (i) and (iv), file a registration statement under the Securities Act in respect of, (i) the
Debentures and the Conversion Shares, (ii) options to purchase its Common Stock pursuant to any
stock option, stock bonus or other stock plan or arrangement existing on the date hereof, which
plan or arrangement is described in the Offering Memorandum (including through incorporation by
reference), but only if the holder of such options is unable to exercise such option or agrees in
writing not to sell, offer, dispose of or otherwise transfer any such options during such 90 day
period without the prior written consent of BAS (which consent may be withheld at the sole
discretion of BAS), (iii) shares of its Common Stock pursuant to options, warrants, agreements or
an employee stock purchase plan outstanding or in effect on the date hereof that require or permit
delivery of shares and issued pursuant to plans or arrangements described in the Offering
Memorandum (including through incorporation by reference) and (iv) up to an aggregate of 3.0
million shares of its Common Stock in connection with any acquisition of businesses made by the
Company.



     (n) Future Reports to the Initial Purchaser.During the period of five years after the First
Closing Date the Company will furnish to the Initial Purchaser at 9 West 57th Street,
New York, NY 10022, Attention: Eric Hambleton, (i) as soon as practicable after the end of each
fiscal year, copies of the annual report of the Company containing the balance sheet of the Company
as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows
for the year then ended and the opinion thereon of the Company’s independent public or certified
public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy
statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other report filed by the Company with the Commission, the NASD or any securities exchange; and
(iii) as soon as available, copies of any report or communication of the Company mailed generally
to holders of its capital stock; provided that if any of the foregoing documents are filed on
EDGAR, the requirements of this paragraph will be deemed to be satisfied by the Company notifying
the Initial Purchaser of such filing.



     (o) Investment Limitation.The Company shall not invest or otherwise use the proceeds received
by the Company from its sale of the Debentures in such a manner as would require the Company or any
of its subsidiaries to register as an investment company under the Investment Company Act.



     (p) No Manipulation of Price.The Company will not take, directly or indirectly, any action
designed to cause or result in, or that constitutes or might reasonably be expected to constitute,
the stabilization or manipulation of the price of any securities of the Company.



     (q) Existing Lock-Up Agreements.The Company will use its commercially reasonable efforts to
enforce all existing agreements between the Company and any of its security holders that prohibit
the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. In
addition, the Company will direct the transfer agent to place stop transfer restrictions upon any
such securities of the Company that are bound



 









 







by such existing “lock-up” agreements for the
duration of the periods contemplated in such agreements.



     (r) Quotation of Conversion Shares.The Company will use its commercially reasonable efforts to
have the Conversion Shares approved by the Nasdaq National Market (“Nasdaq”) for quotation prior to
the First Closing Date, subject only to notice of issuance.



     Section 4. Payment of Expenses.



          The Company agrees to pay all costs, fees and expenses incurred in connection with the
performance of its obligations hereunder and in connection with the transactions contemplated
hereby, including without limitation (i) all expenses incident to the issuance and delivery of the
Debentures (including all printing and engraving costs), (ii) all fees and expenses of the Trustee
under the Indenture, (iii) all necessary issue, transfer and other stamp taxes in connection with
the issuance and sale of the Debentures to the Initial Purchaser, (iv) all fees and expenses of the
Company’s counsel, independent public or certified public accountants and other advisors, (v) all
costs and expenses incurred in connection with the preparation, printing, shipping and distribution
of the Offering Memorandum, all amendments and supplements thereto and this Agreement, (vi) all
filing fees, attorneys’ fees and expenses incurred by the Company or the Initial Purchaser in
connection with qualifying or registering (or obtaining exemptions from the qualification or
registration of) all or any part of the Debentures for offer and sale under the state securities or
blue sky laws and, if requested by the Initial Purchaser, preparing and printing a “Blue Sky
Survey” or memorandum, and any supplements thereto, advising the Initial Purchaser of such
qualifications, registrations and exemptions, (vii) the expenses of the Company and the Initial
Purchaser in connection with the marketing and offering of the Debentures, (viii) the fees and
expenses associated with listing the Conversion Shares on the Nasdaq National Market and (ix) all
expenses and fees in connection with admitting the Debentures for trading in the NASD PORTAL Market
(“PORTAL”). Except as provided in this Section 4, Section 7 and Section 10 hereof, the Initial
Purchaser shall pay their own expenses, including the fees and disbursements of their counsel.




     Section 5. Conditions of the Obligations of the Initial Purchaser.



     The obligations of the Initial Purchaser to purchase and pay for the Debentures as provided
herein on the First Closing Date and, with respect to the Optional Debentures, the Second Closing
Date, shall be subject to the accuracy of the representations and warranties on the part of the
Company set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as
though then made and, with respect to the Optional Debentures, as of the Second Closing Date as
though then made, to the timely performance, in all material respects, by the Company of its
covenants and other obligations hereunder, and to each of the following additional conditions:



     (a) Accountants’ Comfort LetterOn the date hereof, the Initial Purchaser shall have received
from each of KPMG LLP and KPMG Audyt Sp.zo.o., independent public



 









 







or certified public accountants
for the Company, a letter dated the date hereof addressed to the Initial Purchaser, in form and
substance satisfactory to the Initial Purchaser, containing statements and information of the type
ordinarily included in accountants’ “comfort letters” to the Initial Purchaser, delivered according
to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited
and unaudited financial statements and certain financial information contained in the Offering
Memorandum.



     (b) No Material Adverse Change or Rating Agency ChangeFor the period from and after the date
of this Agreement and prior to the First Closing Date and, with respect to the Optional Debentures,
the Second Closing Date, in the judgment of the Initial Purchaser there shall not have occurred
any Material Adverse Change.



     (c) Opinion of Counsel for the CompanyOn each of the First Closing Date and the Second Closing
Date the Initial Purchaser shall have received (i) the favorable opinion of Stinson Morrison Hecker
LLP, counsel for the Company, dated as of such Closing Date, the form of which is attached as
Exhibit A-1, and (ii) the favorable opinion of the General Counsel of the Company, dated as
of such Closing Date, the form of which is attached as Exhibit A-2.



     (d) Opinion of Counsel for the Initial PurchaserOn each of the First Closing Date and the
Second Closing Date the Initial Purchaser shall have received the favorable opinion of Davis Polk &
Wardwell, counsel for the Initial Purchaser, dated as of such Closing Date, in form and substance
satisfactory to the Initial Purchaser.



     (e) Officers’ CertificateOn each of the First Closing Date and the Second Closing Date the
Initial Purchaser shall have received a written certificate executed by the Chairman of the Board,
Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief
Accounting Officer of the Company, dated as of such Closing Date, to the effect that:




          (i) for the period from and after the date of this Agreement and prior to such Closing
Date, there has not occurred any Material Adverse Change;




          (ii) the representations, warranties and covenants of the Company set forth in Section
1 of this Agreement are true and correct with the same force and effect as though expressly
made on and as of such Closing Date; and




          (iii) the Company has complied in all material respects with all the agreements
hereunder and satisfied all the conditions on its part to be performed or satisfied
hereunder at or prior to such Closing Date.



     (f) Bring-Down Comfort LetterOn each of the First Closing Date and the Second Closing Date the
Initial Purchaser shall have received from each of KPMG LLP and KPMG Audyt Sp.zo.o., independent
public or certified public accountants for the Company, a letter dated such date, in form and
substance reasonably satisfactory to the Initial Purchaser, to the effect that they reaffirm the
statements made in the letter furnished by them pursuant to subsection (a) of this Section 5,
except that the specified



 









 







date referred to therein for the carrying out of procedures shall be no
more than three business days prior to the First Closing Date or Second Closing Date, as the case
may be. On each of the First Closing Date and the Second Closing Date, the Initial Purchaser shall
have received from PricewaterhouseCoopers LLP a letter dated the date hereof addressed to the
Initial Purchaser, in form and substance satisfactory to the Initial Purchaser, containing
statements and information of the type ordinarily included in accountants’ “comfort letters” to the
Initial Purchaser, delivered according to Statement of Auditing Standards No. 72 (or any successor
bulletin), with respect to the financial statements of e-pay Limited that are incorporated by
reference in the Offering Memorandum.



     (g) Registration Rights AgreementThe Company and the Initial Purchaser shall have executed and
delivered the Registration Rights Agreement (in form and substance reasonably satisfactory to the
Initial Purchaser), and the Registration Rights Agreement shall be in full force and effect.



     (h) Lock-Up Agreement from Certain Securityholders of the CompanyOn or prior to the date
hereof, the Company shall have furnished to the Initial Purchaser an agreement in the form of
Exhibit B hereto from each of the executive officers and directors of the Company, and such
agreement shall be in full force and effect on each of the First Closing Date and the Second
Closing Date.



     (i) PORTAL DesignationThe Debentures shall have been designated PORTAL-eligible securities in
accordance with the rules and regulations of the NASD.



     (j) Additional DocumentsOn or before each of the First Closing Date and the Second Closing
Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received such
information, documents and opinions as they may reasonably require for the purposes of enabling
them to pass upon the issuance and sale of the Debentures as contemplated herein, or in order to
evidence the accuracy of any of the representations and warranties, or the satisfaction of any of
the conditions or agreements, herein contained.



          If any condition specified in this Section 5 is not satisfied, in any material respect, when
and as required to be satisfied, this Agreement may be terminated by the Initial Purchaser by
notice to the Company at any time on or prior to the First Closing Date and, with respect to the
Optional Debentures, at any time prior to the Second Closing Date, which termination shall be
without liability on the part of any party to any other party, except that Section 4, Section 7
Section 8 and Section 9 shall at all times be effective and shall survive such termination.




     Section 6. Representations, Warranties and Agreements of Initial Purchaser.



          The Initial Purchaser represents and warrants that it is an accredited investor within the
meaning of Rule 501(a)(1) under the Securities Act. The Initial Purchaser agrees with the Company
that:




 









 








          (a) The Debentures and the Conversion Shares have not been and will not be registered under
the Securities Act in connection with the initial offering of the Debentures.




          (b) The Initial Purchaser is purchasing the Debentures pursuant to a private sale exemption
from registration under Section 4(2) of the Securities Act.




          (c) The Debentures have not been and will not be offered or sold by the Initial Purchaser or
its affiliates acting on its behalf except in accordance with Rule 144A.




          (d) The Initial Purchaser will not offer or sell the Debentures in the United States by means
of any form of general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D, including (i) any advertisement, article, notice or other communication published in
any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any
seminar or meeting whose attendees have been invited by any general solicitation or general
advertising in the United States.




          (e) The Initial Purchaser has not offered or sold, and will not offer or sell, any Debentures
except to persons whom it reasonably believes to be a qualified institutional buyer, as defined in
Rule 144A under the Securities Act.




     Section 7. Reimbursement of Initial Purchaser’ Expenses.



               If this Agreement is terminated by the Initial Purchaser pursuant to Section 5 or Section 10,
or if the sale to the Initial Purchaser of the Debentures on the First Closing Date is not
consummated because of any refusal, inability or failure on the part of the Company to perform, in
any material respect, any agreement herein or to comply, in any material respect, with any
provision hereof, the Company agrees to reimburse the Initial Purchaser, upon demand for all
out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchaser in
connection with the proposed purchase and the offering and sale of the Debentures, including but
not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage,
facsimile and telephone charges.



     Section 8. Indemnification.



     (a) Indemnification of the Initial PurchaserThe Company agrees to indemnify and hold harmless
the Initial Purchaser, its officers and employees, and each person, if any, who controls the
Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss,
claim, damage, liability or expense, as incurred, to which the Initial Purchaser or such
controlling person may become subject, under the Securities Act, the Exchange Act or other federal
or state statutory law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the Company), insofar as
such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a
material fact contained in the Offering Memorandum (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact, in each case, necessary to make the



 









 







statements therein, in the light of the circumstances under which they were made, not misleading;
or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the
Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform
its obligations, in any material respect, hereunder or under law; or (iv) on any act or failure to
act or any alleged act or failure to act by the Initial Purchaser in connection with, or relating
in any manner to, the Debentures or the offering contemplated hereby, and which is included as part
of or referred to in any loss, claim, damage, liability, expense or action arising out of or based
upon any matter covered by clause (i) above, provided that the Company shall not be liable under
this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a
final judgment that such loss, claim, damage, liability, expense or action resulted directly from
any such acts or failures to act undertaken or omitted to be taken by the Initial Purchaser through
its bad faith or willful misconduct, and to reimburse the Initial Purchaser and each such
controlling person for any and all expenses (including the reasonable fees and disbursements of
counsel chosen by BAS) as such expenses are reasonably incurred by the Initial Purchaser or such
controlling person in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing
indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent,
but only to the extent, arising out of or 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 the Initial Purchaser expressly for use in the Offering
Memorandum (or any amendment or supplement thereto); and provided, further, that with respect to
any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the
benefit of the Initial Purchaser from whom the person asserting any loss, claim, damage, liability
or expense purchased Debentures, or any person controlling such Initial Purchaser, if copies of the
Final Offering Memorandum were timely delivered to such Initial Purchaser pursuant to Section 2 and
a copy of the Final Offering Memorandum (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent or given by or on behalf of such
Initial Purchaser to such person, at or prior to the written confirmation of the sale of the
Debentures to such person, and if the Final Offering Memorandum (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage, liability or expense; and
provided, further, that nothing in this Section 8(a) shall obligate the Company to indemnify the
Initial Purchaser, its affiliates, directors, officers and employees and controlling persons, if it
has failed or refused in violation of the terms of this Agreement to purchase Debentures which it
has agreed to purchase on the First Closing Date or the Second Closing Date, as the case may be.
The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that
the Company may otherwise have.



     (b) Indemnification of the Company, its Directors and OfficersThe Initial Purchaser agrees to
indemnify and hold harmless the Company, each of its directors, each of its officers and each
person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or
any such director, officer or controlling person may become subject, under the Securities Act, the
Exchange Act, or other federal



 









 







or state statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such settlement is effected with the written consent
of the Initial Purchaser), 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 or alleged untrue
statement of a material fact contained in the Offering Memorandum (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in the
Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity
with written information furnished to the Company by the Initial Purchaser expressly for use
therein; and to reimburse the Company, or any such director, officer or controlling person for any
legal and other expense reasonably incurred by the Company, or any such director, officer or
controlling person in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that
the only information that the Initial Purchaser has furnished to the Company expressly for use in
the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in
Schedule B; and the Initial Purchaser confirms that such statements are correct. The indemnity
agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Initial
Purchaser may otherwise have.



     (c) Notifications and Other Indemnification ProceduresPromptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof may be made against an indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof, but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have to any indemnified
party for contribution or otherwise than under the indemnity agreement contained in this Section 8
or to the extent it is not prejudiced as a proximate result of such failure. In case any such
action is brought against any indemnified party and such indemnified party seeks or intends to seek
indemnity from an indemnifying party, the indemnifying party will be entitled to participate in,
and, to the extent that it shall elect, jointly with all other indemnifying parties similarly
notified, by written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there may be legal
defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise participate in the defense
of such action on behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of such indemnifying party’s election so to assume the
defense of such action and approval by the indemnified



 









 







party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof unless (i)
the indemnified party shall have employed separate counsel in accordance with the proviso to the
next preceding sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (together with local counsel), approved
by the indemnifying party (BAS in the case of Section 8(b) and Section 9), representing the
indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party.



     (d) SettlementsThe indemnifying party under this Section 8 shall not be liable for any
settlement of any proceeding effected without its written consent, 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 8(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 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.



     Section 9. Contribution.



          If the indemnification provided for in Section 8 is for any reason held to be unavailable to
or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any
losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one hand, and the
Initial
Purchaser, on the other hand, from the offering of the Debentures pursuant to this
Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company, on the one hand, and the Initial





 









 





Purchaser, on the other hand, in connection with the statements or omissions or inaccuracies
in the representations and warranties herein which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the Initial Purchaser, on the other hand, in
connection with the offering of the Debentures pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of the Debentures
pursuant to this Agreement (before deducting expenses) received by the Company, and the total
discount received by the Initial Purchaser bear to the aggregate initial offering price of the
Debentures. The relative fault of the Company, on the one hand, and the Initial Purchaser, on the
other hand, shall be determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material
fact or any such inaccurate or alleged inaccurate representation or warranty relates to information
supplied by the Company, on the one hand, or the Initial Purchaser, 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
Section 8(c), any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in Section 8(c) with
respect to notice of commencement of any action shall apply if a claim for contribution is to be
made under this Section 9; provided, however, that no additional notice shall be required with
respect to any action for which notice has been given under Section 8(c) for purposes of
indemnification.



                    The Company and the Initial Purchaser agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in
this Section 9.



               Notwithstanding the provisions of this Section 9, the Initial Purchaser shall not be required
to contribute any amount in excess of the amount by which the total price at which the Debentures
purchased by it and distributed to investors were offered to investors exceeds the amount of any
damages which the Initial Purchaser 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. For purposes
of this Section 9, each officer and employee of the Initial Purchaser and each person, if any, who
controls the Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall
have the same rights to contribution as the Initial Purchaser, and each director of the Company,
each officer of the Company, and each person, if any, who controls the Company within the meaning
of the Securities Act and the Exchange Act shall have the same rights to contribution as the
Company.



 









 





          Section 10. Termination of this Agreement.



               On or prior to the First Closing Date this Agreement may be terminated by the Initial
Purchaser by notice given to the Company if at any time (i) trading or quotation in any of the
Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq
National Market, or trading in securities generally on either the Nasdaq National Market or the New
York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have
been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a
general banking moratorium shall have been declared by any federal, New York or Delaware authority;
(iii) there shall have occurred any outbreak or escalation of national or international hostilities
or any crisis or calamity, or any change in the United States or international financial markets,
or any substantial change or development involving a prospective substantial change in United
States’ or international political, financial or economic conditions, as in the judgment of the
Initial Purchaser is material and adverse and makes it impracticable to market the Debentures in
the manner and on the terms described in the Offering Memorandum or to enforce contracts for the
sale of securities; (iv) in the judgment of the Initial Purchaser there shall have occurred any
Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood,
earthquake, accident or other calamity of such character as in the judgment of the Initial
Purchaser may, singly or in the aggregate, interfere materially with the conduct of the business
and operations of the Company regardless of whether or not such loss shall have been insured. Any
termination pursuant to this Section 10 shall be without liability on the part of (a) the Company
to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of
the Initial Purchaser pursuant to Sections 4 and 7 hereof, (b) the Initial Purchaser to the
Company, or (c) of any party hereto to any other party except that the provisions of Section 8 and
Section 9 shall at all times be effective and shall survive such termination.



          Section 11. Representations and Indemnities to Survive Delivery.



               The respective indemnities, contribution, agreements, representations, warranties and other
statements of the Company, of its officers and of the Initial Purchaser set forth in or made
pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation, or statement as to the result hereof, made by or on behalf of the Initial
Purchaser or the Company or any of its partners, officers or directors or any controlling person,
as the case may be, (ii) acceptance of the Debentures and payment for them hereunder and (iii) any
termination of this Agreement.



          Section 12. Notices.



               All communications hereunder shall be in writing and shall be mailed, hand delivered or
telecopied and confirmed to the parties hereto as follows:



	 
	     If to the Initial Purchaser:

	               Banc of America Securities LLC







 









 






	 
	               9 West 57th Street

	               New York, New York 10019

	               Facsimile: (212) 583-8457

	               Attention: Eric Hambleton

	 

	     with a copy to:

	               Davis Polk & Wardwell

	               450 Lexington Avenue

	               New York, New York 10017

	               Facsimile: (212) 450-3111

	               Attention: Michael Kaplan, Esq.

	 

	     If to the Company:

	               Euronet Worldwide, Inc.

	               4601 College Boulevard

	               Leawood, Kansas 66211

	               Facsimile: (913) 327-1921

	               Attention: General Counsel

	 

	     with a copy to:

	               Stinson Morrison Hecker LLP

	               9200 Indian Creek Parkway

	               Overland Park, Kansas 66210-2008

	               Facsimile: (816) 691-3495

	               Attention: John Granda, Esq.








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



          Section 13. Successors.



               This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the
benefit of the employees, officers and directors and controlling persons referred to in Section 8
and Section 9, and in each case their respective successors, and no other person will have any
right or obligation hereunder. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the Initial Purchaser and
the Company and their respective successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Initial Purchaser and the Company and their respective successors, and
said controlling persons and officers and directors and their heirs and legal representatives, and
for the benefit of no other person, firm or corporation. The term “successors” shall not include
any purchaser of the Debentures as such from the Initial Purchaser merely by reason of such
purchase.



 









 





          Section 14. Partial Unenforceability.



               The invalidity or unenforceability of any Section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other Section, paragraph or provision
hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to
be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such
minor changes) as are necessary to make it valid and enforceable.



          Section 15. Governing Law Provisions; Consent to Jurisdiction.



          (a) Governing Law Provisions This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.



          (b) Consent to Jurisdiction Any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in
the federal courts of the United States of America located in the City and County of New York or
the courts of the State of New York in each case located in the City and County of New York
(collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any
such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action
or proceeding. Service of any process, summons, notice or document by mail to such party’s address
set forth above shall be effective service of process for any suit, action or other proceeding
brought in any such court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any such suit, action
or other proceeding brought in any such court has been brought in an inconvenient forum.



          Section 16. General Provisions.



                    This Agreement constitutes the entire agreement of the parties to this Agreement and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof. This Agreement may be executed in two or
more counterparts, each one of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or
modified unless in writing by all of the parties hereto. The Table of Contents and the Section
headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.



                    Each of the parties hereto acknowledges that it is a sophisticated business person who was
adequately represented by counsel during negotiations regarding the provisions hereof, including,
without limitation, the indemnification provisions of Section 8 and the contribution provisions of
Section 9, and is fully informed regarding said provisions. Each of the parties hereto further
acknowledges that the



 









 




provisions of Sections 8 and 9 hereto fairly allocate the risks in light of the ability of the
parties to investigate the Company, its affairs and its business in order to assure that adequate
disclosure has been made in the Offering Memorandum (and any amendments and supplements thereto),
as required by the Securities Act and the Exchange Act.




          Section 17. No Advisory or Fiduciary Responsibility.



                    The Company acknowledges and agrees that: (i) the purchase and sale of the Debentures pursuant
to this Agreement, including the determination of the public offering price of the Debentures and
any related discounts and commissions, is an arm’s-length commercial transaction between the
Company, on the one hand, and the Initial Purchaser, on the other hand, and the Company is capable
of evaluating and understanding and understand and accept the terms, risks and conditions of the
transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated
hereby and the process leading to such transaction the Initial Purchaser is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its
affiliates, stockholders, creditors or employees or any other party; (iii) the Initial Purchaser
has not assumed and will not assume an advisory, agency or fiduciary responsibility in favor of the
Company with respect to any of the transactions contemplated hereby or the process leading thereto
(irrespective of whether the Initial Purchaser has advised or is currently advising the Company on
other matters) and the Initial Purchaser has no obligation to the Company with respect to the
offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the
Initial Purchaser and its affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and that the Initial Purchaser has no obligation in
connection with each transaction contemplated hereby and the process leading to such transaction to
disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v)
the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect
to the offering contemplated hereby and the Company has consulted its own legal, accounting,
regulatory and tax advisors to the extent it deemed appropriate.



                    This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Company and the Initial Purchaser with respect to the subject matter hereof. The
Company hereby waives and releases, to the fullest extent permitted by law, any claims that the
Company may have against the Initial Purchaser with respect to any breach or alleged breach of
agency or fiduciary duty in connection with each transaction contemplated hereby and the process
leading to such transaction.



 









 





          If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	EURONET WORLDWIDE, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Rick L. Weller
	 

	 	 	 	 
	 

	 	 	 	Name: Rick L. Weller
	 

	 	 	 	Title: Chief Financial Officer and
	 

	 	 	 	Executive Vice President






          The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchaser as
of the date first above written.



BANC OF AMERICA SECURITIES LLC

Acting as the Initial Purchaser




	 	 	 	 	 
	By:

	 	/s/ Derek Dillon
 

	 	 
	 

	 	Name: Derek Dillon	 	 
	 

	 	Title: Managing Director	 	 






 









 






SCHEDULE A




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 
	 	 	 	 	 	 	Principal	 
	 	 	Aggregate	 	 	Amount of	 
	 	 	Principal	 	 	Optional	 
	 	 	Amount of Firm	 	 	Debentures that	 
	 	 	Debentures to be	 	 	could be	 
	Initial Purchaser	 	Purchased	 	 	Purchased	 
	Banc of America Securities LLC
	 	 	$155,000,000	 	 	 	$20,000,000
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total
	 	 	$155,000,000	 	 	 	$20,000,000	 
	 	 	 	 	 	 	 	 	 






 









 






SCHEDULE B




     Information the Initial Purchaser have furnished to the Company for use in the Offering Memorandum:




     (a) The last sentence of the text on the cover page of the Offering Memorandum,
concerning delivery of the Debentures by the Initial Purchaser; and




     (b) The statements set forth in the ninth and the tenth paragraphs under the caption
“Plan of Distribution” in the Offering Memorandum describing short sales and stabilizing
transactions.



 









 





EXHIBIT A-1




FORM OF OPINION OF STINSON MORRISON HECKER LLP





     (i) The Purchase Agreement has been duly authorized, executed and delivered by, and is
a valid and binding agreement of, the Company, enforceable in accordance with its terms,
except as rights to indemnification thereunder may be limited by applicable law and except
as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights generally or by
general equitable principles.




     (ii) The Indenture has been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery of the Indenture by the Trustee, will
constitute a legally valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable principles; and the
Indenture conforms in all material respects to the description thereof contained in the
Offering Memorandum.




     (iii) The Debentures have been duly authorized by the Company; when the Debentures are
executed by the Company, authenticated by the Trustee in accordance with the terms of the
Indenture and issued and delivered to and paid for by the Initial Purchaser pursuant to the
Purchase Agreement on the respective Closing Date, such Debentures will constitute legally
valid and binding obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by general
equitable principles; and the Debentures will conform in all material respects to the
description thereof contained in the Offering Memorandum.




     (vi) It is not necessary in connection with the offer, sale and delivery of the
Debentures to the Initial Purchaser or the offer and resale by the Initial Purchaser of such
Debentures, in the manner provided for by the Purchase Agreement and the Offering
Memorandum, to register the Debentures under the Securities Act or to qualify the Indenture
under the Trust Indenture Act of 1939, as amended. Such counsel need express no opinion,
however, as to any subsequent offers or sales.  




     (vii) The statements in the Offering Memorandum under the captions “Description of
the Debentures”, “Description of Capital Stock”, “Notice to Investors”, “Certain United
States Federal Income Tax Considerations” and “Plan of Distribution” and in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2004 under the captions “Item 1.
Business – Governmental Regulation”, “Business – Intellectual Property”, “Item 3. Legal
Proceedings”, “Item 11. Executive Compensation” and “Item 13. Certain Relationships and
Related Transactions”, in each case to the extent such statements constitute summaries of
legal matters, legal documents, the Company’s charter and bylaws or legal proceedings, or
legal conclusions, has been reviewed by such



A-1-1









 






counsel and fairly present and summarize in all material respects the matters referred
to therein.




     (x) The execution and delivery of the Purchase Agreement, the Indenture and the
Debentures by the Company and the performance by the Company of its obligations thereunder
(other than performance by the Company of its obligations under the indemnification section
of the Purchase Agreement, as to which no opinion need be rendered) (i) have been duly
authorized by all necessary corporate action on the part of the Company; (ii) will not
result in any violation of the provisions of the charter or by-laws of the Company or any
subsidiary; (iii) will not conflict with or constitute a breach of, or Default or a Debt
Repayment Triggering Event under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
pursuant to, or require the consent of any other party to, any Existing Instrument, or (iv)
to the knowledge of such counsel, will not result in any violation of any U.S. law,
administrative regulation or administrative or court decree applicable to the Company or any
subsidiary.




     (xi) The Company is not, and after giving effect to the offering of the Debentures and
application of the proceeds as described in the Offering Memorandum, will not be, required
to register as an “investment company” within the meaning of the Investment Company Act.




     (xii) The shares of Common Stock initially issuable upon conversion of the Debentures
have been duly authorized and reserved and, when issued upon conversion of the Debentures in
accordance with the terms of the Debentures, will be validly issued, fully paid and
non-assessable, and the issuance of such shares will not be subject to any preemptive or
similar rights.




     (xiii) the Rights, if any, issuable upon conversion of the Debentures have been duly
authorized and, when and if issued upon conversion in accordance with the terms of the
Indenture and the Rights Agreement, will have been validly issued.



     In addition, we have participated in conferences with officers and other representatives of
the Company, representatives of the independent public or certified public accountants for the
Company and with representatives of the Initial Purchaser at which the contents of the Offering
Memorandum, and any supplements or amendments thereto, and related matters were discussed and,
although we are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Offering Memorandum (other than as
specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing
has come to their attention which would lead us to believe that either the Offering Memorandum or
any amendments thereto, as of its date or at the First Closing Date or the Second Closing Date, as
the case may be, contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading (it being understood that we express no belief as to the
financial statements or schedules or other financial or statistical data derived therefrom,
included or incorporated by reference in the Offering Memorandum or any amendments or supplements
thereto).



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EXHIBIT A-2




FORM OF OPINION OF THE GENERAL COUNSEL





     (i) The Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware.




     (ii) The Company has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Offering Memorandum and to
enter into and perform its obligations under the Purchase Agreement.




     (iii) The Company is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business, except for
such jurisdictions where the failure to so qualify or to be in good standing would not,
individually or in the aggregate, result in a Material Adverse Change.




     (iv) Each subsidiary of the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Offering Memorandum and, to the best
knowledge of such counsel, is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business,
except for such jurisdictions where the failure to so qualify or to be in good standing
would not, individually or in the aggregate, result in a Material Adverse Change.




     (v) except as disclosed in the Offering Memorandum, all of the issued and outstanding
capital stock of each subsidiary of the Company has been duly authorized and validly
issued, is fully paid and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance
or claim or, to the best of such counsel’s knowledge, any pending or threatened claim.




     (vi) The Registration Rights Agreement has been duly authorized, executed and
delivered by, and is a valid and binding agreement of, the Company, enforceable against
the Company in accordance with its terms, except as rights to indemnification thereunder
may be limited by applicable law and except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or



B-1









 






other similar laws relating to or affecting creditors’ rights generally or by general
equitable principles.




     (vii) After due inquiry, such counsel does not know of any legal or governmental
actions, suits or proceedings pending or, to the best of such counsel’s knowledge,
threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has
as the subject thereof any officer or director, in their capacity as such, of, or property
owned or leased by, the Company or any of its subsidiaries or (iii) relating to
environmental or discrimination matters, where in any such case (A) there is a reasonable
possibility that such action, suit or proceeding might be determined adversely to the
Company or such subsidiary and (B) if such action, suit or proceeding were so determined
adversely, would reasonably be expected to, singly or in the aggregate, result in a
Material Adverse Change or adversely affect the consummation of the transactions
contemplated by this Agreement. After due inquiry, such counsel does not know of any
existing or, to the best of such counsel’s knowledge, threatened or pending material labor
dispute with the employees of the Company or any of its subsidiaries.




     (viii) No consent, approval, authorization or order of, or registration or filing
with, any court or other governmental or regulatory authority or agency is required for
the consummation of the transactions contemplated by, or the execution, delivery and
performance of the Company’s obligations under, the Indenture, the Purchase Agreement, the
Registration Rights Agreement or the Debentures, except as required under the Securities
Act, applicable state securities or blue sky laws and from the NASD.




     (ix) The authorized, issued and outstanding capital stock of the Company (including
the Common Stock) conform to the descriptions thereof set forth in the Offering
Memorandum. All of the outstanding shares of Common Stock have been duly authorized and
validly issued, are fully paid and non-assessable and, to the best of such counsel’s
knowledge, have been issued in compliance with the registration and qualification
requirements of federal and state securities laws. The description of the Company’s stock
option, stock bonus and other stock plans or arrangements, and the options or other rights
granted and exercised thereunder, set forth in the Offering Memorandum accurately and
fairly presents the information required to be shown with respect to such plans,
arrangements, options and rights.




     (x) The Company and each subsidiary possess such valid and current certificates,
authorizations or permits issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct their respective businesses, and, to such
counsel’s knowledge, neither the



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Company nor any subsidiary has received any notice of proceedings relating to the
revocation or modification of, or non-compliance with, any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, could result in a Material Adverse Change.




     (xiii) Except as disclosed in the Offering Memorandum, the Company and its
subsidiaries own or possess sufficient Intellectual Property Rights reasonably necessary
to conduct their business as now conducted; and the expected expiration of any of such
Intellectual Property Rights would not, singly or in the aggregate, result in a Material
Adverse Change. To such counsel’s knowledge, neither the Company nor any of its
subsidiaries has received any notice of infringement or conflict with, and to such
counsel’s knowledge, there is no infringement of or conflict with, asserted Intellectual
Property Rights of others, which infringement or conflict, if the subject of an
unfavorable decision, would, singly or in the aggregate, result in a Material Adverse
Change. The Company is not a party to or bound by any options, licenses or agreements
with respect to the Intellectual Property Rights of any other person or entity that are
required to be set forth in the Offering Memorandum and are not described in all material
respects. To such counsel’s knowledge, none of the technology employed by the Company has
been obtained or is being used by the Company in violation of any contractual obligation
binding on the Company or any of its officers, directors or employees or otherwise in
violation of the rights of any persons.




     (xiv) No stockholder of the Company or any other person has any preemptive right,
right of first refusal or, except as disclosed in the Offering Memorandum, other similar
right to subscribe for or purchase securities of the Company arising (i) by operation of
the charter or by-laws of the Company or the General Corporation Law of the State of
Delaware or (ii) to the best knowledge of such counsel, otherwise.




     (xv) The documents incorporated by reference in the Offering Memorandum, when they
were filed with the Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder.




     (xvi) To my knowledge, neither the Company nor any subsidiary is in violation of its
charter or by-laws or any law, administrative regulation or administrative or court decree
applicable to the Company or any subsidiary or is in Default in the performance or
observance of any obligation, agreement, covenant or condition contained in any material
Existing Instrument, except in each such case for such violations or Defaults as would
not, singly or in the aggregate, result in a Material Adverse Change.



B-3









 





     In addition, I have participated in conferences with officers and other representatives of the
Company, representatives of the independent public or certified public accountants for the Company
and with representatives of the Initial Purchaser at which the contents of the Offering Memorandum,
and any supplements or amendments thereto, and related matters were discussed and, although I am
not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Offering Memorandum (other than as specified above), and any
supplements or amendments thereto, on the basis of the foregoing, nothing has come to my attention
which would lead me to believe that either the Offering Memorandum or any amendments thereto, as of
its date or at the First Closing Date or the Second Closing Date, as the case may be, contained an
untrue statement of a material fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading (it being understood that I express no belief as to the financial statements or
schedules or other financial or statistical data derived therefrom, included or incorporated by
reference in the Offering Memorandum or any amendments or supplements thereto).



B-4









 





EXHIBIT B




FORM OF LOCK-UP AGREEMENT




September       , 2005




Banc of America Securities LLC

9 West 57th Street

New York, New York 10019




     Re:       Euronet Worldwide, Inc. (the “Company”)


Ladies and Gentlemen:




     The undersigned is an owner of record or beneficially of certain shares of common stock, par
value $0.02 per share, of the Company (“Common Stock”) or securities convertible into or
exchangeable or exercisable for Common Stock. The Company proposes to carry out an offering of
Convertible Debentures (the “Offering”) for which you will act as the initial purchaser (the
“Initial Purchaser”) of the Offering. The Convertible Debentures will be convertible into shares
of Common Stock. The undersigned recognizes that the Offering will be of benefit to the
undersigned and will benefit the Company. The undersigned acknowledges that you are relying on the
representations and agreements of the undersigned contained in this letter in carrying out the
Offering and in entering into underwriting arrangements with the Company with respect to the
Offering.



     In consideration of the foregoing, the undersigned hereby agrees that the undersigned will
not, (and will cause any spouse or immediate family member of the spouse of the undersigned living
in the undersigned’s household not to), without the prior written consent of Banc of America
Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly,
sell, offer, contract or grant any option to sell (including without limitation any short sale),
pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of
any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities
exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter
owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the
undersigned (or such spouse or family member), or publicly announce an intention to do any of the
foregoing, for a period commencing on the



B-5









 




date hereof and continuing through the close of trading on the date 90 days after the date of the
purchase agreement between the Company and the Initial Purchaser with respect to the Offering (the
“Purchase Agreement”). The foregoing sentence shall not apply to (i) shares of Common Stock sold
pursuant to any Rule 10b5-1 plans existing on the date of the Purchase Agreement or amendment
thereof (so long as the number of shares covered thereby is not increased and the timing of any
sales thereunder are not accelerated) or (ii) the establishment after the date hereof of any new
10b5-1 plan, provided that, in the case of clause (ii), (a) no filing by any party under Section
16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such
any such establishment and (b) no sale thereunder may be made during the lockup period. The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in
compliance with the foregoing restrictions.




     With respect to the Offering only, the undersigned waives any registration rights relating to
registration under the Securities Act of any Common Stock owned either of record or beneficially by
the undersigned, including any rights to receive notice of the Offering.



     This agreement is irrevocable and will be binding on the undersigned and the respective
successors, heirs, personal representatives, and assigns of the undersigned.



	 	 	 	 	 
	 
	 	 
	Printed Name of Holder	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 	 	 
	Printed Name of Person Signing	 	 





(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an
entity)





B-6