Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of April 21, 2004


 


by and between


 


SHUFFLE MASTER, INC.


 


and


 


DEUTSCHE BANK SECURITIES INC.


GOLDMAN, SACHS & CO.


 


1.25% Contingent Convertible Senior Notes Due
2024


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Shelf Registration.

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Liquidated Damages.

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Registration Procedures.

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Expenses.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Indemnification.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Rules 144 and 144A.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Underwritten Registrations.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
   

  



 


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REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”) is dated
as of April 21, 2004, by and between Shuffle Master, Inc., a Minnesota
corporation (the “Company”), and Deutsche Bank Securities Inc. and
Goldman, Sachs & Co. (together, the “Initial Purchasers”).


 


This Agreement is entered into in connection with the Purchase
Agreement dated April 15, 2004 (the “Purchase Agreement”) between
the Company and the Initial Purchasers, which provides for the sale by the
Company to the Initial Purchasers of $125,000,000 aggregate principal amount of
the Company’s 1.25% Contingent Convertible Senior Notes Due 2024 (the “Firm
Notes”), plus up to an additional $25,000,000 aggregate principal amount of
the same which the Initial Purchasers may subsequently elect to purchase (and
have so elected) pursuant to the terms of the Purchase Agreement (the “Option
Notes” and, together with the Firm Notes, the “Notes”), which are
convertible into cash and common stock, par value $.01 per share, of the
Company (the “Underlying Shares”), together with the rights evidenced by
such Common Stock to the extent provided for in the Shareholder Rights
Agreement dated as of June 26, 1998 between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent.  The
Notes are being issued pursuant to an Indenture dated as of the date hereof
(the “Indenture”), by and between the Company and Wells Fargo Bank,
National Association, as Trustee.


 


In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and subsequent
holders of the Notes or Underlying Shares as provided herein.  The execution and delivery of this Agreement
is a condition to the Initial Purchasers’ obligation to purchase the Firm Notes
under the Purchase Agreement.


 


The parties hereto hereby agree as follows:


 


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


 


“Agreement”:  See the
first introductory paragraph hereto.


 


“Amendment Effectiveness Deadline Date”:  See Section 2(d)(i) hereof.


 


“Amount of Registrable Notes”: 
With respect to Notes constituting Registrable Securities, the aggregate
principal amount of all such Notes then outstanding.


 


“Amount of Registrable Securities”:  (a) With respect to Notes constituting Registrable Securities,
the aggregate principal amount of all such Notes then outstanding, (b) with
respect to Underlying Shares constituting Registrable Securities, the aggregate
number of such Underlying Shares outstanding multiplied by the Conversion Price
(as defined in the Indenture) in effect at the time of computing the Amount of
Registrable Securities or, if no Notes are then outstanding, the Conversion
Price shall be calculated as if the Notes were continuously outstanding to the
date of calculation, giving effect to any adjustments to the Conversion Price
set forth in the Indenture as if the Indenture continued to be in effect, and
(c) with respect to combinations thereof, the sum of (a) and (b) for the
relevant Registrable Securities.


 

















 


“Business Day”:  Any day
that is not a Saturday, Sunday or a day on which banking institutions in the
City of New York are authorized or required by law or executive order to be
closed.


 


“Closing Date”: 
April 21, 2004.


 


“Company”:  See the first
introductory paragraph hereto.


 


“Controlling Person”: 
See Section 6 hereof.


 


“Damages Payment Date”: 
See Section 3(c) hereof.


 


“Deferral Period”:  See
Section 3(b) hereof.


 


“Depositary”:  The Depository
Trust Company until a successor is appointed by the Company.


 


“Designated Counsel”: 
One nationally recognized firm of counsel experienced in securities laws
matters chosen by the Holders of a majority in Amount of Registrable Securities
to be included in a Registration Statement for a Shelf Registration, with the
consent of the Company (which consent will not be unreasonably withheld).


 


“Effectiveness Date”: 
The 210th day after the Closing Date.


 


“Effectiveness Period”: 
See Section 2(a) hereof.


 


“Exchange Act”:  The
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.


 


“Filing Date”:  The 120th
day after the Closing Date.


 


“Firm Notes”:  See the
second introductory paragraph hereto.


 


“Holder”:  Any beneficial
owner from time to time of Registrable Securities.


 


“Indemnified Holder”: 
See Section 6 hereof.


 


“Indemnified Person”: 
See Section 6 hereof.


 


“Indemnifying Person”: 
See Section 6 hereof.


 


“Indenture”:  See the
second introductory paragraph hereto.


 


“Initial Purchasers”: 
See the first introductory paragraph hereto.


 


“Initial Shelf Registration”: 
See Section 2(a) hereof.


 


“Inspectors”:  See
Section 4(k) hereof.


 


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“Liquidated Damages”: 
See Section 3(a) hereof.


 


“Notes”:  See the second
introductory paragraph hereto.


 


“Notice and Questionnaire”: means a written notice delivered to
the Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company relating to the Notes.


 


“Option Notes”:  See the
second introductory paragraph hereto.


 


“Person”: An individual, partnership, corporation, limited
liability company, unincorporated association, trust or joint venture, or a
governmental agency or political subdivision thereof.


 


“Prospectus”: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.


 


“Purchase Agreement”: 
See the second introductory paragraph hereto.


 


“Records”:  See
Section 4(k) hereof.


 


“Registrable Notes”:  All Notes until the earliest to occur of (i)
a Registration Statement covering such Notes having been declared effective by
the SEC and such Notes having been disposed of in accordance with such
effective Registration Statement, (ii) such Notes having been sold in
compliance with Rule 144 or being able to (except with respect to affiliates of
the Company within the meaning of the Securities Act) be sold in compliance
with Rule 144(k) or (iii) such Notes ceasing to be outstanding.


 


“Registrable Securities”: 
All Notes and all Underlying Shares upon original issuance thereof and
at all times subsequent thereto until the earliest to occur of (i) a
Registration Statement covering such Notes and Underlying Shares having been
declared effective by the SEC and such Notes or Underlying Shares having been
disposed of in accordance with such effective Registration Statement, (ii) such
Notes or Underlying Shares having been sold in compliance with Rule 144 or
being able to (except with respect to affiliates of the Company within the
meaning of the Securities Act) be sold in compliance with Rule 144(k), or (iii)
such Notes or Underlying Shares ceasing to be outstanding.


 


 “Registration Default”:  See Section 3(a) hereof.


 


“Registration Statement”: Any registration statement of the
Company filed with the SEC pursuant to the provisions of this Agreement,
including the Prospectus, amendments and


 


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supplements to such registration statement, including post-effective
amendments, all exhibits and all documents incorporated by reference or deemed
to be incorporated by reference in such registration statement.


 


“Rule 144”: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than
Rule 144A) or regulation hereafter adopted by the SEC providing for offers and
sales of securities made in compliance therewith resulting in offers and sales
by subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


“Rule 144A”: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the SEC.


 


“Rule 415”: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.


 


“SEC”:  The U.S.
Securities and Exchange Commission.


 


“Securities Act”:  The
Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.


 


“Selling Holder”: On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.


 


“Shelf Registration”: 
See Section 2(b) hereof.


 


“Shelf Registration Statement”: 
See Section 2(b) hereof.


 


“Subsequent Shelf Registration”:  See Section 2(b) hereof.


 


“TIA”:  The Trust Indenture
Act of 1939, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


“Trustee”:  The Trustee
under the Indenture.


 


“Underlying Shares”:  See
the second introductory paragraph hereto.


 


“Underwritten Registration” or “Underwritten Offering”: A
registration in which Registrable Securities are sold to an underwriter for
reoffering to the public.


 


2.                                       Shelf Registration.


 


(a)                          Shelf Registration.  The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the “Initial
Shelf Registration”) on or prior to the Filing Date.


 


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The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of the Registrable Securities for
resale by Holders in the manner or manners designated by them (excluding
Underwritten Offerings) and set forth in the Initial Shelf Registration.  The Company shall not permit any securities
other than the Registrable Securities to be included in the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below).


 


The Company shall use its commercially reasonable efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date (A) that is two
years after the Closing Date, or if later, the date on which the Option Notes
were issued, (such period, as it may be shortened pursuant to clauses (i), (ii)
or (iii) immediately following, the “Effectiveness Period”), or such
shorter period ending when (i) all of the Registrable Securities covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration, (ii) the date on which all the
Registrable Securities (x) held by Persons who are not affiliates of the
Company may be resold pursuant to Rule 144(k) under the Securities Act or (y)
cease to be outstanding, (iii) all the Registrable Securities have been resold
pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf
Registration covering all of the Registrable Securities has been declared
effective under the Securities Act.


 


(b)                         Subsequent Shelf
Registrations.  If the Initial Shelf
Registration ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the Registrable
Securities registered thereunder), the Company shall use its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness amend the Initial Shelf Registration in a manner reasonably
expected by the Company to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional “shelf” Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities (a “Subsequent
Shelf Registration”).  If a
Subsequent Shelf Registration is filed, the Company shall use its commercially
reasonable efforts to cause the Subsequent Shelf Registration to be declared
effective under the Securities Act as soon as practicable after such filing (or
if filed during a Deferral Period, after expiration of such Deferral Period)
and to keep such Registration Statement continuously effective for the balance
of the Effectiveness Period.  As used
herein, the term “Shelf Registration” means the Initial Shelf
Registration or any Subsequent Shelf Registration and the term “Shelf
Registration Statement” means any Registration Statement filed in
connection with a Shelf Registration.


 


(c)                          Supplements and Amendments.  The Company shall promptly supplement and
amend a Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in Amount of Registrable Securities covered by such
Shelf Registration Statement.


 


(d)                         Notice and Questionnaire.  Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus,


 


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it will do so
only in accordance with this Section 2(d) and Section 4A hereof.  Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
when the Initial Shelf Registration Statement first becomes effective agrees to
deliver a Notice and Questionnaire to the Company at least five (5) Business
Days prior to the date that the Initial Shelf Registration is declared
effective under the Securities Act. 
From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as practicable after the
date a fully completed and legible Notice and Questionnaire, together with such
other information as the Company may reasonably request, is received by the
Company, and in any event upon the later of (x) forty-five (45) days after such
date or (y) ten (10) Business Days after the expiration of any Deferral Period
in effect when the Notice and Questionnaire is received by the Company:


 


(i)                                     if
required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement  or a
Subsequent Shelf Registration or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities (subject to the rights of the
Company under Section 3(b) to create a Deferral Period) in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use its commercially reasonable efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as reasonably practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is forty-five (45) days after the date
such post-effective amendment is required by this clause to be filed;


 


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


 


(iii)                               notify
such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to
Section 2(d)(i); provided that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire and shall take the
actions set forth in clauses (i) and (ii) above upon expiration of the Deferral
Period.  Notwithstanding anything
contained herein to the contrary, (i) the Company shall be under no obligation
to name any Holder that has not delivered a fully complete and legible Notice
and Questionnaire to the Company, together with such other information as the
Company may reasonably request, in accordance with this Section 2(d) and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Deferral Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if


 


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such Deferral Period shall be in effect on the Amendment Effectiveness
Deadline Date.


 


3.                                       Liquidated Damages.


 


(a)                          The Company and the Initial Purchasers
agree that the Holders of Registrable Notes will suffer damages if the Company
fails to fulfill its obligations under Section 2 hereof and that it would
not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Company agrees to pay
liquidated damages on the Registrable Notes (“Liquidated Damages”) under
the circumstances and to the extent set forth below (each of which shall be
given independent effect; each a “Registration Default”):


 


(i)                                     if
the Initial Shelf Registration is not filed on or prior to the Filing Date,
then commencing on the day after the Filing Date;


 


(ii)                                  if
a Shelf Registration is not declared effective by the SEC on or prior to the
Effectiveness Date, then commencing on the day after the Effectiveness Date;


 


(iii)                               if
a Shelf Registration has been declared effective and such Shelf Registration
ceases to be effective at any time during the Effectiveness Period (other than
as permitted under Section 3(b)), then commencing on the day after the
date such Shelf Registration ceases to be effective;


 


(iv)                              if
any post-effective amendment filed pursuant to Section 2(d)(i) has not
become effective under the Securities Act on or prior to the Amendment
Effectiveness Deadline Date, then commencing on the day after the Amendment
Effectiveness Deadline Date; and


 


(v)                                 if
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted in respect of such period pursuant to Section 3(b), then
commencing on the day that caused the limit on the aggregate duration of
Deferral Periods to be exceeded,


 


Liquidated Damages shall accrue on the Registrable Notes (in the case
of clauses (i), (ii), (iii) and (v)), or solely on the Registrable Notes that
are registered by such post-effective amendment in the case of clause (iv), at
a rate of 0.25% per annum on the Amount of Registrable Notes for the first 90
days during which a Registration Default has occurred and is continuing, and at
a rate of 0.50% per annum on the Amount of Registrable Notes thereafter if a
Registration Default has occurred and continues for more than 90 days; provided
that Liquidated Damages on the Registrable Notes may not accrue under more than
one of the foregoing clauses (i), (ii), (iii), (iv) and (v) at any one time;
and provided
further that (1) upon the filing of the Initial Shelf Registration
as required hereunder (in the case of clause (a)(i) of this Section 3),
(2) upon the effectiveness of a Shelf Registration as required hereunder (in
the case of clause (a)(ii) of this Section 3), (3) upon the effectiveness
of a Shelf Registration which had ceased to remain effective (in the case of
clause (a)(iii) of this Section 3), (4) upon the effectiveness of a
post-effective amendment as required hereunder (in the case of clause (a)(iv)
of this Section 3), or (5)


 


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upon the termination of the Deferral Period that caused the limit on
the aggregate duration of Deferral Periods to be exceeded (in the case of
clause (a)(v) of this Section 3), Liquidated Damages on the Registrable
Notes as a result of such clause shall cease to accrue.  It is understood and agreed that, notwithstanding any provision to the contrary,
no Liquidated Damages shall accrue on any Registrable Notes that are then covered
by, and may be sold under, an effective Shelf Registration Statement.  Notwithstanding the foregoing, no Liquidated
Damages shall accrue as to any security from and after the earlier of (x) the
date such security ceases to be a Registrable Note and (y) expiration of the
Effectiveness Period.


 


(b)                         Notwithstanding
Section 3(a), the Company, upon written notice to the Holders, shall be
permitted to suspend the availability of a Registration Statement covering the
Registrable Securities for any bona fide reason whatsoever for up to 30
consecutive days (the “Deferral Period”) in any 90-day period without
being obligated to pay Liquidated Damages; provided
that Deferral Periods may not total more than 90 days in the
aggregate in any twelve-month period. 
The Company shall not be required to specify in the written notice to
the Holders the nature of the event giving rise to the Deferral Period.


 


(c)                          So long as Notes remain
outstanding, the Company shall notify the Trustee within five Business Days
after each and every date on which an event occurs in respect of which
Liquidated Damages are required to be paid. 
Any amounts of Liquidated Damages due pursuant to clause (a)(i),
(a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 3 will be payable in
cash on April 15 and October 15 of each year (each, a “Damages
Payment Date”), commencing with the first such Damages Payment Date
occurring after any such Liquidated Damages commences to accrue, to Holders to
whom regular interest is payable on the Damages Payment Date; provided that any Liquidated Damages
accrued with respect to any Note or portion thereof called for redemption by
the Company on a redemption date or converted into Underlying Shares on a
conversion date prior to the Damages Payment Date, shall, in any such event, be
paid instead to the Holder who submitted such Note or portion thereof for
redemption or conversion on the applicable redemption date or conversion date,
as the case may be, on such date (or promptly following the conversion date, in
the case of conversion).  The amount of
Liquidated Damages for Registrable Notes will be determined by multiplying the
applicable rate of Liquidated Damages by the Amount of Registrable Notes
outstanding on the first Damages Payment Date following such Registration
Default in the case of the first such payment of Liquidated Damages with
respect to a Registration Default (and thereafter at the next succeeding
Damages Payment Date until the cure of such Registration Default), multiplied
by a fraction, the numerator of which is the number of days such Liquidated
Damages rate was applicable during such period (determined on the basis of a
360-day year comprised of twelve 30-day months and, in the case of a partial
month, the actual number of days elapsed), and the denominator of which is
360.  The parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with
respect to which Liquidated Damages are expressly provided shall be such
Liquidated Damages.


 


4.                                       Registration Procedures.


 


In connection with its registration obligations pursuant to
Section 2 hereof, the Company shall:


 


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(a)                          Prepare
and file with the SEC, on or prior to the Filing Date, a Registration Statement
or Registration Statements as prescribed by Section 2 hereof, and use its
commercially reasonable efforts to cause each such Registration Statement to
become effective and remain effective as provided herein;  provided that
before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford the Initial
Purchasers a reasonable opportunity to review copies of all such documents
proposed to be filed (in each case, where possible, at least three Business Days
prior to such filing, or such later date as is reasonable under the
circumstances).


 


(b)                         Prepare and file with the SEC
such amendments and post-effective amendments to each Shelf Registration, as
may be necessary to keep such Registration Statement continuously effective for
the Effectiveness Period; cause the related Prospectus to be supplemented by
any prospectus supplement required by applicable law, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all Registrable Securities
covered by such Registration Statement during the Effectiveness Period in
accordance with the intended methods of distribution set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)                          Notify the Selling Holders
and Designated Counsel, if any, promptly (but in any event within five Business
Days), (i) when a Prospectus or any prospectus supplement or post-effective
amendment to a Registration Statement has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has
become effective under the Securities Act (including in such notice a written
statement that any Holder may, upon request, obtain, at the sole expense of the
Company, one conformed copy of such Registration Statement or post-effective
amendment, including financial statements and schedules, documents incorporated
or deemed to be incorporated by reference and exhibits), (ii) of the issuance
by the SEC of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any Prospectus or
the initiation of any proceedings for that purpose, (iii) of the happening of
any event, the existence of any condition or any information becoming known but
not the nature or details concerning such event, condition or information that
makes any statement made in such Registration Statement or related Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (provided,
however, that no notice of the Company pursuant to this clause (iii) shall be
required in the event  that the Company
promptly files a prospectus supplement to update the Prospectus or a Current
Report on Form 8-K or other appropriate Exchange Act report that is
incorporated by reference into the Registration Statement, which, in either
case, contains the requisite information with respect to such event, condition
or


 


9

















 


information
that results in such Registration Statement no longer containing any untrue
statement of a material fact or omitting to state a material fact necessary to
make the statements contained therein not misleading) and (iv) of the Company’s
determination that a post-effective amendment to a Registration Statement would
be appropriate which notice may in any case, at the discretion of the Company
state that it constitutes a notice of deferral under Section 3(b) hereof.


 


(d)                         Use its commercially
reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus and, if any such order is issued, to use its
commercially reasonable efforts to obtain the withdrawal of any such order at
the earliest possible moment or if any such order or suspension is during any
Deferral Period, at the earliest possible time after such Deferral Period ends,
and provide prompt notice to the Selling Holders of the withdrawal of any such
order.


 


(e)                          Furnish as promptly as
reasonably practicable after the filing of such documents with the SEC to each
Selling Holder and Designated Counsel, if any, upon request and at the sole
expense of the Company, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and all documents incorporated or deemed to
be incorporated therein by reference and all exhibits.


 


(f)                            Deliver during the
Effectiveness Period (except during any Deferral Period) to each Selling Holder
and Designated Counsel, if any, at the sole expense of the Company, as many
copies of the Prospectus (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to
Sections 4A(a) and 4A(c) hereof, the Company hereby consents (except during any
Deferral Period) to the use of such Prospectus and each amendment or supplement
thereto by each of the Selling Holders of Registrable Securities and dealers,
if any, in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto in the
manner set forth therein.


 


(g)                         Cause the Company’s counsel to
perform Blue Sky law investigations and to file registrations and
qualifications required to be filed in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities or offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Selling Holder reasonably
requests, use its commercially reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective in
connection with such Holder’s offer and sale of Registrable Securities pursuant
to such registration or qualification (or exemption therefrom) and do any and
all other acts or things reasonably necessary or advisable under Blue Sky laws
to enable the disposition in such jurisdictions of the Registrable Securities
in the manner set forth in the Registration Statement; provided that the Company shall not be
required to (i) qualify generally to do business or as a dealer in any
jurisdiction where it is not then so qualified, (ii) take any action that would
subject it to general service of


 


10

















 


process in any
such jurisdiction where it is not then so subject or (iii) subject itself to
taxation in any such jurisdiction where it is not then so subject.


 


(h)                         Cooperate with the Selling
Holders and their respective counsel to facilitate the timely preparation and
delivery of certificates representing Registrable Securities sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such
Registrable Securities to be in such denominations and registered in such names
as the Selling Holders may reasonably request at least two (2) Business Days
prior to any sale of such Registrable Securities.


 


(i)                             Upon the occurrence of any
event contemplated by Sections 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as
promptly as practicable prepare and (subject to Section 4(a) hereof) file
with the SEC, at the sole expense of the Company, a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


(j)                             Prior to the effective
date of the first Registration Statement relating to the Registrable
Securities, (i) provide the Trustee for the Notes and the transfer agent for
the Common Stock with certificates for the Registrable Securities in a form
eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP
number for the Registrable Securities.


 


(k)                          During the Effectiveness
Period, if requested in connection with a disposition of Registrable Securities
pursuant to a Registration Statement, make available at reasonable times for
inspection by one or more representatives of the Selling Holders and any
attorney or accountant retained by any such Selling Holders (collectively, the
“Inspectors”), at the offices where normally kept, during reasonable
business hours, at such time or times as shall be mutually convenient for the
Company and the Inspectors as a group, all financial and other records,
pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably requested by
any such Inspector in connection with such Registration Statement in accordance
with this Section; provided that
the Company shall have no obligation to provide any such information prior to
the execution by the party receiving such information of a confidentiality
agreement in a form reasonably acceptable to the Company.  Records that the Company determines, in good
faith, to be confidential and any Records that it notifies the Inspectors are
confidential shall not be used for any purpose other than satisfying “due
diligence” obligations under the Securities Act and exercising rights under
this Agreement and shall not be disclosed by any Inspector unless (i) the
disclosure of such Records is necessary to avoid or correct a material
misstatement or material omission in such Registration Statement, (ii) the
release of such


 


11

















 


Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, (iii) disclosure of such information is, in the opinion of
counsel for the Selling Holder or any Inspector, necessary or advisable in
connection with any action, claim, suit or proceeding, directly involving or
potentially involving such Selling Holder or Inspector and arising out of,
based upon, relating to, or involving this Agreement or any transactions
contemplated hereby or arising hereunder or (iv) the information in such
Records has been made generally available to the public other than through the
acts of such Inspector; provided
that prior notice shall be provided as soon as practicable to the Company of
the potential disclosure of any information by such Inspector pursuant to
clauses (ii) or (iii) of this sentence to permit the Company to obtain a
protective order (or waive the provisions of this Section 4(k)).  Each Inspector shall take such actions as
are reasonably necessary to protect the confidentiality of such information (if
practicable) to the extent such actions are otherwise not inconsistent with, an
impairment of or in derogation of the rights and interests of the Holder or any
Inspector, unless and until such information in such Records has been made
generally available to the public other than as a result of a breach of this
Agreement.


 


(l)                             During the Effectiveness
Period, comply with all rules and regulations of the SEC applicable to any
Registration Statement and make generally available to its security holders
earning statements satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 days after the end of any 12-month period (or
90 days after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company after
the effective date of a Registration Statement, which statements shall cover
said 12-month periods.


 


(m)                       Cause the Indenture to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Securities; and in
connection therewith, cooperate with the Trustee and the Holders of the
Registrable Securities and their respective counsel to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use all reasonable
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely manner.


 


(n)                         If requested by Designated
Counsel, if any, or the Holders of a majority in Amount of Registrable
Securities, (i) promptly incorporate in a prospectus supplement or
post-effective amendment such information as the Designated Counsel, if any, or
such Holders reasonably determine is necessary to be included therein, (ii)
make all required filings of such prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment and (iii) supplement or make amendments to such
Registration Statement.


 


(o)                         Use its commercially
reasonable efforts to take all other steps necessary or advisable to effect the
registration of the Registrable Securities covered by a Registration


 


12

















 


Statement
contemplated hereby provided that the Company shall not be required to take any
action in connection with an Underwritten Offering.


 


4A.                             Holders’ Obligations. (a) Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of
such Registrable Securities pursuant to a Registration Statement or to receive
a Prospectus relating thereto, unless such Holder has furnished the Company
with a Notice and Questionnaire as required pursuant to Section 2(d)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence.  Each Selling Holder agrees promptly to
furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Selling Holder
not misleading and any other information regarding such Selling Holder and the
distribution of such Registrable Securities as the Company may from time to
time reasonably request.  Any sale of
any Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to
or provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.


 


(b)                                 The Company may require each Selling Holder of
Registrable Securities as to which any registration is being effected to
furnish to the Company such additional information regarding such Holder and
its plan of distribution of such Registrable Securities as the Company may,
from time to time, reasonably request to the extent necessary or advisable to
comply with the Securities Act.  The
Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request.  Each Selling Holder as to which any Shelf Registration is being
effected agrees to furnish promptly to the Company all information required to
be disclosed so that the information previously furnished to the Company by
such Holder is not materially misleading and does not omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were
made.


 


(c)                                  Each Holder of Registrable Securities agrees
by acquisition of such Registrable Securities that, upon actual receipt of any
notice from the Company suspending the availability of the Registration
Statement pursuant to Section 3(b) hereof, or upon the happening of any
event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv)
hereof (each Holder agrees to keep any such notice confidential), such Holder
will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by
Section 4(i) hereof, or until it is advised in writing by the Company that
the use of the applicable Prospectus may be resumed, and it has received copies
of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus thereto.


 


13

















 


5.                                       Registration Expenses.


 


(a)                          All fees and expenses
incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company, including, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
of compliance with state securities or Blue Sky laws, including, without
limitation, reasonable fees and disbursements of its counsel in connection with
Blue Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as provided in Section 4(g) hereof), (ii) printing expenses,
including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company and of printing prospectuses if the printing of prospectuses is
requested by the Holders of a majority in Amount of Registrable Securities
included in any Registration Statement, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company, (v)
Securities Act liability insurance, if the Company desires such insurance, (vi)
fees and expenses of all other Persons retained by the Company, (vii) internal
expenses of the Company (including, without limitation, all salaries and expenses
of officers and employees of the Company performing legal or accounting
duties), (viii) the expense of any annual audit, (ix) the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange, if applicable, and (x) the expenses relating to
printing, word processing and distributing all Registration Statements and any
other documents necessary in order to comply with this Agreement.  Notwithstanding anything in this Agreement
to the contrary, each Holder shall pay all brokerage commissions with respect
to any Registrable Securities sold by it and, except as set forth in
Section 5(b) below, the Company shall not be responsible for the fees and
expenses of any counsel, accountant or advisor for the Holders.


 


(b)                         The Company shall bear or
reimburse the Holders of the Registrable Securities being registered in a Shelf
Registration for the reasonable fees and disbursements of Designated Counsel.


 


6.                                       Indemnification.


 


(a)                                  The Company agrees to indemnify and hold
harmless (x) each Holder (which, for the absence of doubt, for purposes of this
Section 6 shall include the Initial Purchasers), (y) each Person, if any,
who controls any Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) (any of the Persons
referred to in this clause (y) being hereinafter referred to as a “Controlling
Person”) and (z) the respective officers, directors, partners, employees,
representatives and agents of any Holder (including any predecessor holder) or
any Controlling Person (any person referred to in clause (x), (y) or (z) may
hereinafter be referred to as an “Indemnified Holder”), against any
losses, claims, damages or liabilities to which such Indemnified Holder may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement or
Prospectus, or any amendment or supplement thereto or any related preliminary
prospectus or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make


 


14

















 


the statements made therein,
in the light of the circumstances under which they were made, not misleading; provided that the Company will not be
liable under this Section 6(a), (x) to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement, or omission or alleged omission made in any such
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus in reliance upon and in conformity with
written information relating to any Holder furnished to the Company by or on
behalf of such Holder specifically for use therein, (y) with respect to any
untrue statement or alleged untrue statement, or omission or alleged omission
made in any preliminary prospectus if the person asserting any such loss,
claim, damage or liability who purchased Registrable Securities which are the
subject thereof did not receive a copy of the Prospectus (or the preliminary
prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with such amendment or supplement thereto on a timely
basis) at or prior to the written confirmation of the sale of such Registrable
Securities to such person and, in any case where such delivery is required by
applicable law and the untrue statement or alleged untrue statement or omission
or alleged omission of a material fact made in such preliminary prospectus was
corrected in the Prospectus (or the preliminary prospectus as then amended or
supplemented if the Company shall have furnished such Indemnified Holder with
such amendment or supplement thereto on a timely basis) or (z) arising from the
offer or sale of Registrable Securities during any Deferral Period, if notice
thereof was given to such Holder.  The
Company shall notify such Indemnified Holder promptly of the institution,
threat or assertion of any claim, proceeding (including any governmental investigation)
or litigation in connection with the matters addressed by this Agreement that
involves the Company or such Indemnified Holder.


 


(b)                         Subject to Section 6(d) below, the
Company agrees to reimburse each Indemnified Holder upon demand for any
reasonable legal or other out-of-pocket expenses reasonably incurred by such
Indemnified Holder in connection with investigating or defending any such loss,
claim, damage or liability, action or proceeding or in responding to a subpoena
or governmental inquiry related to the offering of the Registrable Securities,
whether or not such Indemnified Holder is a party to any action or proceeding.  In
the event that it is finally judicially determined that an Indemnified Holder
was not entitled to receive payments for legal and other expenses pursuant to
this Section 6, such Indemnified Holder will promptly return all sums that
had been advanced pursuant hereto.


 


(c)                          Each Holder agrees, severally and not jointly,
to indemnify and hold harmless the Company, each of its directors and officers
and each Person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act)
to the same extent as the indemnity provided in Section 6(a) from the
Company to each Holder, provided, however,
that such Holder will be liable in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission has been made in any Registration Statement or Prospectus, or
any amendment or supplement thereto or any related preliminary prospectus, in
reliance upon and in conformity with written information furnished to the
Company by such Holder specifically for use in the preparation thereof.  The liability of any Holder under this
Section 6(c) shall in no event exceed the proceeds received by such Holder
from sales of Registrable Securities giving rise to such obligation.


 


15

















 


(d)                         In case any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to Section 6(a) or (c), such
Person (the “Indemnified Person”) shall promptly notify the Person or
Persons against whom such indemnity may be sought (each an “Indemnifying
Person”) in writing.  No
indemnification provided for in Section 6(a) or (c) shall be available to
any Person who shall fail to give notice as provided in this Section 6(d)
if the party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was materially prejudiced by the
failure to give such notice, but the failure to give such notice shall not
relieve the Indemnifying Person or Persons from any liability which it or they
may have to the Indemnified Person for contribution or otherwise than on
account of the provisions of Section 6(a) or (c).  In case any such proceeding shall be brought
against any Indemnified Person and it shall notify the Indemnifying Person of
the commencement thereof, the Indemnifying Person shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other Indemnifying Person similarly notified, to assume the defense thereof,
with counsel satisfactory to such Indemnified Person and shall pay as incurred
(or within 30 days of presentation) the fees and disbursements of such counsel
related to such proceeding.  In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel at its own expense. 
Notwithstanding the foregoing, the Indemnifying Person shall pay as
incurred (or within 30 days of presentation) the reasonable fees and expenses
of the counsel retained by the Indemnified Person in the event (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to
the retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the Indemnifying Person shall have failed to assume the defense and
employ counsel acceptable to the Indemnified Person within a reasonable period
of time after notice of commencement of the action.  It is understood that the Indemnifying Person shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm
for all such Indemnified Persons.  Such
firm shall be designated in writing by Holders of a majority in Amount of
Registrable Securities in the case of parties indemnified pursuant to
Section 6(a) and by the Company in the case of parties indemnified
pursuant to Section 6(c).  The Indemnifying
Person shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify
the Indemnified Person from and against any loss or liability by reason of such
settlement or judgment.  In addition,
the Indemnifying Person will not, without the prior written consent of the
Indemnified Person, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action or proceeding) unless
such settlement, compromise or consent includes an unconditional release of
each Indemnified Person from all liability arising out of such claim, action or
proceeding.


 


(e)                          To the extent the indemnification provided for
in this Section 6 is unavailable to or insufficient to hold harmless an
Indemnified Person under Section 6(a) or (c) in respect of any losses,
claims, damages or liabilities (or actions or proceedings in respect


 


16

















 


thereof) referred to therein,
then each Indemnifying Person shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion
as is appropriate to reflect the relative benefits received by the Indemnifying
Person on the one hand and the Indemnified Person on the other hand from the
offering of the Notes pursuant to the Purchase Agreement and the Registrable
Securities pursuant to any Shelf Registration. 
If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law, then each Indemnifying Person
shall contribute to such amount paid or payable by such Indemnified Person in
such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Indemnifying Person on the one hand and the
Indemnified Person on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations.  The relative benefits
received by the Company shall be deemed to be equal to the total net proceeds
(before deducting expenses) received by the Company under the Purchase Agreement
from the offering and sale of the Registrable Securities giving rise to such
obligations.  The relative benefits
received by any Holder shall be deemed to be equal to the value of receiving
registration rights for the Registrable Securities under this Agreement.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand,
such Indemnified Holder on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


(f)                            The
Company and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to Section 6(e) 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 Section 6(e).  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to in Section 6(e) shall be
deemed to include any reasonable legal or other expenses reasonably incurred by
such Indemnified Person in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of Section 6(e) and (f), (i) in no event shall any Holder be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the offering or sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission and
(ii) 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.


 


(g)                         In
any proceeding relating to any Registration Statement or Prospectus or any
supplement or amendment thereto or any related preliminary prospectus, each
party against whom contribution may be sought under this Section 6 hereby
consents to the jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such court may be served
upon it by any other contributing party and consents to the service of such
process and agrees that any other contributing party may join it as an
additional defendant in any such proceeding in which such other contributing
party is a party.


 


17

















 


(h)                         Any losses, claims, damages, liabilities or
expenses for which an Indemnified Person is entitled to indemnification or
contribution under this Section 6 shall be paid by the Indemnifying Person
to the Indemnified Person as such losses, claims, damages, liabilities or
expenses are incurred.


 


(i)                             The remedies provided for in this
Section 6 are not exclusive and shall not limit any rights or remedies
that may otherwise be available to any indemnified party at law or in equity.


 


(j)                             The indemnity and contribution agreements
contained in this Section 6 shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder or any Person controlling any
Holder or by or on behalf of the Company, its officers or directors or any
other Person controlling the Company and (iii) sale under the Registration
Statement of any of the Registrable Securities.  A successor to any Holder or Controlling Person, or to the
Company, its directors or officers or any person controlling the Company, shall
be entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 6.


 


7.                                       Rules 144 and 144A.


 


The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, if at any time
before the expiration of the Effectiveness Period the Company is not required
to file such reports, it will, upon the request of any Holder, make available
such information necessary to permit sales pursuant to Rule 144A under the
Securities Act.  The Company further
covenants that until the Effectiveness Period has expired, it will use all
reasonable efforts to take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A under the Securities Act, as such rules may be amended from time
to time.  The Company will provide a
copy of this Agreement to prospective purchasers of Registrable Securities
identified to the Company by the Initial Purchasers upon request.  Upon the request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it is subject to
and has complied with such reporting requirements.  Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.


 


8.                                       Underwritten Registrations.


 


No
Holder of Registrable Securities may participate in any Underwritten
Registration hereunder.


 


9.                                       Miscellaneous.


 


(a)                          No Inconsistent Agreements.  The Company has not, as of the date hereof,
and the Company shall not, after the date of this Agreement, enter into any
agreement with


 


18

















 


respect to any
of its securities that conflicts with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.


 


(b)                         Adjustments Affecting
Registrable Securities.  The Company
shall not take any action with respect to the Registrable Securities as a class
with the intent of adversely affecting the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.


 


(c)                          Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Holders of not less than a majority in Amount of
Registrable Securities; provided
that Section 6 and this Section 9(c) may not be amended, modified or
supplemented without the prior written consent of the Company and each Holder
(including, in the case of an amendment, modification or supplement of
Section 6, any Person who was a Holder of Registrable Securities disposed
of pursuant to any Registration Statement). 
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in Amount of
Registrable Securities being sold by such Holders pursuant to such Registration
Statement.  Each Holder of Registrable Securities
outstanding at the time of any amendment, modification, supplement, waiver, or
consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver, or consent effected pursuant to this Section, whether or
not any notice of such amendment, modification, supplement, waiver, or consent
is delivered to such Holder.


 


(d)                         Notices.  All notices, requests and other
communications (including without limitation any notices or other
communications to the Trustee) provided for or permitted hereunder shall be
made in writing and delivered by hand-delivery, registered first-class mail,
next-day air courier or facsimile:


 


19

















 


(1)                                  if
to a Holder of Registrable Securities, at the most current address of such
Holder set forth on (x) the records of the registrar under the Indenture, in
the case of Holders of Notes, and (y) the stock ledger of the Company, in the
case of Holders of common stock of the Company, unless, in either such case,
any Holder shall have provided notice information in a Notice and Questionnaire
or any amendment thereto, in which case such information shall control.


 


(2)                                  if
to the Initial Purchasers:


 


Deutsche Bank
Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile No.: (212) 797-8974

Attention: Equity Capital Markets 

with a copy to the General Counsel

Facsimile No.: (212) 797-4564


 


with a copy to:


 


Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 450-3800

Attention:                                         Alan
Dean


                                                                                                Alan
Denenberg


 


(3)                                  if
to the Company:


 


Shuffle Master,
Inc.


1106 Palms
Airport Drive


Las Vegas,
Nevada 89119


Facsimile No.:
(702) 270-5161

Attention: General Counsel


 


with a copy to:


 


Latham &
Watkins LLP 

885 Third Avenue

New York, New York 10022

Facsimile No.: (212) 751-4864

Attention:                                         Kirk
A. Davenport II


 


(4)                                  if
to the Trustee:


 


Wells Fargo
Bank, National Association


Sixth Street
& Marquette Avenue, N9303-120


Minneapolis,
MN  55479


 


20

















 


Facsimile No.:
(612) 667-9825

Attention:                                         Jeffery
Rose


 


All
such notices, requests and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; the earlier of the date
indicated on the notice of receipt and five (5) Business Days after being
deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier; and when the addressor receives
facsimile confirmation, if sent by facsimile during normal business hours, and
otherwise on the next Business Day during normal business hours.


 


(e)                          Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including the Holders; provided
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and except to the extent such successor
or assign holds Registrable Securities.


 


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


 


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


 


(h)                         Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW YORK CITY, THE
STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.


 


(i)                             Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(j)                             Securities Held by the
Company or Its Affiliates.  Whenever
the consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by
the Company or its affiliates (as such term is defined


 


21

















 


in Rule 405
under the Securities Act) other than the Initial Purchasers or Holders deemed
to be affiliates solely by reason of their holdings of such Registrable
Securities shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage; provided that Registrable Securities that
the Company or an affiliate of the Company offers to purchase or acquires
pursuant to an offer, exchange offer, tender offer or otherwise shall not be
deemed to be held by the Company or such affiliate until legal title to such
Registrable Securities passes to the Company or such affiliate, as the case may
be.


 


(k)                          Third-Party Beneficiaries.  Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.


 


(l)                             Entire Agreement.  This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Company on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.


 


22

















 


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


 


	
   

  	
  SHUFFLE
  MASTER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul
  Meyer

  
	
   

  	
   

  	
  Name:

  	
  Paul Meyer

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
  GOLDMAN,
  SACHS & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY: DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Arthur
  Goldfrank

  
	
   

  	
   

  	
  Name:

  	
  Arthur
  Goldfrank

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ M Nayber

  
	
   

  	
   

  	
  Name:

  	
  M Nayber

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


[Signature Page to Registration Rights
Agreement]