Exhibit 4.2


 


BEAR, STEARNS & CO. INC.


 


 


$300,000,000
AGGREGATE PRINCIPAL AMOUNT


 


COMPUCREDIT
CORPORATION


 


5.875%
CONVERTIBLE SENIOR NOTES


 


DUE 2035


 


Resale
Registration Rights Agreement


 


dated
November 23, 2005


 





















 


RESALE
REGISTRATION RIGHTS AGREEMENT, dated as of November 23, 2005, by and between
CompuCredit Corporation, a Georgia corporation (together with any successor
entity, herein referred to as the “Company”),
and Bear, Stearns & Co. Inc., as representative (the “Representative”) of the several initial
purchasers (the “Initial Purchasers”)
as identified under the Purchase Agreement (as defined below).


 


Pursuant to
the Purchase Agreement, dated as of November 17, 2005, by and between the
Company and Bear, Stearns & Co. Inc., as representative of the Initial
Purchasers (the “Purchase Agreement”),
relating to the initial placement (the “Initial
Placement”) of the Notes (as defined below), the Initial Purchasers
have agreed to purchase from the Company $300,000,000 ($350,000,000 if the
Initial Purchasers exercise their option in full) in aggregate principal amount
at maturity of 5.875% Convertible Senior Notes due 2035 (the “Notes”). 
The Notes will be convertible into fully paid, nonassessable shares of
common stock, no par value per share, of the Company (the “Common Stock”).  The Notes will be convertible on the terms,
and subject to the conditions, set forth in the Indenture (as defined
herein).  To induce the Initial
Purchasers to purchase the Notes, the Company has agreed to provide the
registration rights set forth in this Agreement pursuant to Section 5(g) of
the Purchase Agreement.


 


The parties
hereby agree as follows:


 


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


 


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


 


“Agreement” means this Resale Registration
Rights Agreement.


 


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


 


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


 


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


 


“Closing Date” means the date of the first
issuance of the Notes.


 


“Commission” means the Securities and
Exchange Commission.


 





















 


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


 


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


 


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


 


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


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


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


 


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


 


“Indenture” means the Indenture, dated as of
November 23, 2005 between the Company and Wachovia Bank, N.A., as trustee
(the “Trustee”), pursuant to which
the Notes are to be issued, as such Indenture is amended, modified or
supplemented from time to time in accordance with the terms thereof.


 


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


 


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


 


“Liquidated Damages Payment Date” means each
January 30 and July 30.


 


“Losses” has the meaning set forth in Section 6(e) hereof.


 


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


 


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


 


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


 


“Notice and Questionnaire” means a written notice executed by
the respective Holder and delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire
attached as Appendix A to the Offering Memorandum of the Company dated November 17,
2005 relating to the Notes.


 


“Notice Holder” means, on any date, any
Holder of Transfer Restricted Securities that has delivered a Notice and
Questionnaire to the Company on or prior to such date.


 


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


 


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


 


“Prospectus” means the prospectus included
in the Shelf Registration Statement, as amended or supplemented by any
prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
prospectus.


 


“Record Holder” means with respect to any
Liquidated Damages Payment Date, each Person who is a Holder on the 15th
day preceding the relevant Liquidated Damages Payment Date.  In the case of a Holder of shares of Common
Stock issued upon conversion of the Notes, “Record Holder” shall mean each
Person who is a Holder of shares of Common Stock which constitute Transfer
Restricted Securities on the 15th day preceding the relevant
Liquidated Damages Payment Date.


 


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


 


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


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Transfer Restricted Securities” means each
Note and each share of Common Stock issued upon conversion of the Notes until
the earlier of:


 


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


 


(ii)                                  the
date on which such Note or such share of Common Stock issued upon conversion of
the Notes is transferred in compliance with Rule 144 under


 


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the Securities
Act or may be sold or transferred by a person who is not an affiliate of the
Company pursuant to Rule 144 under the Securities Act (or any other
similar provision then in force) without any volume or manner of sale
restrictions thereunder; or


 


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


 


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


 


2.                         Shelf
Registration.


 


(a)                                  The
Company shall:


 


(i)                                     as
promptly as practicable (but in no event more than 120 days after the Closing
Date) (the “Shelf Filing Deadline”),
cause to be filed a registration statement pursuant to Rule 415 under the
Securities Act or any similar rule that may be adopted by the Commission
(the “Shelf Registration Statement”),
which Shelf Registration Statement shall provide for the registration and
resales, on a continuous or delayed basis, of all Transfer Restricted
Securities held by Holders that have provided the information required pursuant
to the terms of Section 2(b) hereof;


 


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


 


(iii)                               use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Securities
Act and by the provisions of Section 4(b) hereof to the extent
necessary to ensure that (A) it is available for resales by the Holders of
Transfer Restricted Securities entitled, subject to Section 2(b), to the
benefit of this Agreement and (B) it conforms with the requirements of
this Agreement and the Securities Act and the rules and regulations of the
Commission promulgated thereunder as announced from time to time, for a period
(the “Effectiveness Period”) from
the date the Shelf Registration Statement is declared effective by the
Commission until the earliest of:


 


(1)                        the date when the Holders of
Transfer Restricted Securities are able to sell all such Transfer Restricted
Securities immediately without restriction pursuant to Rule 144(k) under
the Securities Act; or


 


(2)                        the date when all of the
Transfer Restricted Securities are registered under the Shelf Registration
Statement and disposed of in accordance with the Shelf Registration Statement
or pursuant to Rule


 


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144 under the
Securities Act or any similar provision then in force or the Transfer
Restricted Securities cease to be outstanding (whether as a result of
redemption, repurchase, conversion or otherwise).


 


The Company
shall be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the Effectiveness Period if it
voluntarily takes any action that would result in Holders of Transfer
Restricted Securities not being able to offer and sell such Securities at any
time during the Effectiveness Period, unless such action is (x) required by
applicable law or otherwise undertaken by the Company in good faith and for
valid business reasons (not including avoidance of the Company’s obligations
hereunder), including the acquisition or divestiture of assets, and (y)
permitted by Section 4(b)(ii) hereof.


 


(b)                       The
Company shall furnish a written notice to each Holder of the Transfer
Restricted Securities not less than thirty (30) days before filing the Shelf
Registration Statement and therein inform each Holder that to have its Transfer
Restricted Securities included in the Shelf Registration Statement it must
deliver a completed Notice and Questionnaire to the Company.  At the time the Shelf Registration Statement
is declared effective, each Holder that has delivered a completed Notice and
Questionnaire to the Company (a “Notice
Holder”) on or prior to the date that is the fifteenth (15) Business
Day prior to such time of effectiveness shall be named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus
in such a manner as to permit such Holder to deliver such Prospectus to
purchasers of Transfer Restricted Securities in accordance with applicable
law.  None of the Company’s
securityholders (other than the Holders of Transfer Restricted Securities)
shall have the right to include any of the Company’s securities in the Shelf
Registration Statement.


 


(c)                        If
the Shelf Registration Statement or any Subsequent Shelf Registration Statement
ceases to be effective or fails to be usable for any reason at any time during
the Effectiveness Period (other than because all Transfer Restricted Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Transfer Restricted Securities), the Company shall use
its reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within thirty (30)
days of such cessation of effectiveness amend the Shelf Registration Statement
in a manner reasonably expected to obtain the withdrawal of the order suspending
the effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are Transfer
Restricted Securities (a “Subsequent Shelf
Registration Statement”).  If
a Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.


 


(d)                       The
Company shall supplement and amend the Shelf Registration Statement if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement, if required by the
Securities Act or as reasonably requested by the Initial Purchasers or by the
Trustee on behalf of the


 


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Holders of the
Transfer Restricted Securities covered by such Shelf Registration Statement.


 


(e)                        The
Company shall cause the Shelf Registration Statement and the related Prospectus
and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (i) to comply in
all material respects with the applicable requirements of the Securities Act
and (ii) not to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading.


 


(f)                          Each
Holder agrees that if such Holder wishes to sell Transfer Restricted Securities
pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(f) and the procedures set
forth in Section 4 hereof.  Each
Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf
Registration Statement and related Prospectus must deliver a Notice and
Questionnaire to the Company.  In order
to be named as a selling securityholder in the Prospectus at the time of
effectiveness of the Shelf Registration Statement, the Notice and Questionnaire
must be delivered at least fifteen Business Days prior to the effectiveness of
the Shelf Registration Statement.  From
and after the date the Shelf Registration Statement is declared effective the
Company shall, as promptly as practicable after the date a Notice and
Questionnaire is received by the Company, and in any event upon the later of
(x) twenty (20) Business Days after such date or (y) fifteen (15) Business Days
after the expiration of any Suspension Period in effect when the Notice and
Questionnaire is delivered or put into effect within fifteen (15) Business Days
of such delivery date:


 


(i)                       if
required by applicable law, file with the Commission a post-effective amendment
to the Shelf Registration Statement or prepare and, if required by applicable
law, file a supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that the Holder delivering such Notice and Questionnaire is named
as a selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Transfer Restricted Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use its reasonable best effort to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is sixty (60) days after the date such post effective
amendment is required by this clause to be filed;


 


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


 


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provided, that, if such Notice and Questionnaire
is delivered during a Suspension Period or a Suspension Period begins within
five (5) Business Days after the delivery of such Notice and
Questionnaire, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section 4(b);
provided, further, that, if the
Company is required by law to file a post-effective amendment for the sole
purpose of adding a Holder, the Company shall not be required to file more than
one (1) such post-effective amendment pursuant to this Section 2(f) during
any three (3) month period. 
Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in the Shelf Registration Statement or
related Prospectus and (ii) the Amendment Effectiveness Deadline Date
shall be extended by up to five (5) Business Days from the expiration of a
Suspension Period (and the Company shall incur no obligation to pay Liquidated
Damages during such extension) if such Suspension Period shall be in effect on
the Amendment Effectiveness Deadline Date.


 


3.                         Liquidated
Damages.


 


(a)                                  If:


 


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


 


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


 


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


 


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


 


(v)                                 except
as provided in Section 4(b)(i) hereof, the Shelf Registration
Statement is filed and declared effective but, during the Effectiveness Period,
shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded within fifteen (15) Business Days by a
post-effective amendment to the Shelf Registration Statement, a supplement to
the Prospectus or a report filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the
case of a post-effective amendment, is itself immediately declared effective;
or


 


(vi)                              (A) 
prior to or on the 45th or 60th day, as the case may be, of any Suspension
Period, such suspension has not been terminated or (B) the Suspension
Periods exceed an aggregate of 90 days in any 12-month period;


 


(each such event referred to in foregoing clauses (i) through
(vi), a “Registration Default”),
the Company hereby agrees to pay interest (“Liquidated
Damages”) with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but


 


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excluding the earlier of (1) the day on which the Registration
Default has been cured and (2) the date the Shelf Registration Statement
is no longer required to be kept effective, accruing at a rate:


 


(A)                                   in
respect of the Notes, to each holder of the Notes, (x) with respect to the
first 90-day period during which a Registration Default shall have occurred and
be continuing, equal to 0.25% per annum of the aggregate principal amount of
the Notes, and (y) with respect to the period commencing on the 91st day
following the day the Registration Default shall have occurred and be
continuing, equal to 0.50% per annum of the aggregate principal amount of the
Notes; provided, that in no event
shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the
aggregate principal amount of the Notes; and


 


(B)                                     in
respect of the Notes that are Transfer Restricted Securities submitted for
conversion into Common Stock during the existence of a Registration Default,
the holder will not be entitled to receive any Liquidated Damages with respect
to such Common Stock but will receive from the Company on the settlement date
with respect to such conversion, accrued and unpaid Liquidated Damages to the
holders of such Notes calculated in accordance with paragraph (A) to the
Conversion Date (as defined in the Indenture) relating to such settlement date.


 


Notwithstanding anything herein to the
contrary, Liquidated Damages will not be payable with respect to a Registration
Default relating solely to a failure to register the Common Stock issuable upon
conversion of the Notes.


 


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


 


All
obligations of the Company set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.


 


The Liquidated
Damages set forth above shall be the exclusive monetary remedy available to the
Holders of Transfer Restricted Securities for each Registration Default.


 


4.                                       Registration Procedures.


 


(a)                                  In
connection with the Shelf Registration Statement, the Company shall comply with
all the provisions of Section 4(b) hereof and shall use its
reasonable best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities, and pursuant thereto, shall as expeditiously as
possible (but no later than the Shelf Filing


 


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Deadline)
prepare and file with the Commission a Shelf Registration Statement relating to
the registration on any appropriate form under the Securities Act.


 


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


 


(i)                                     Subject
to any notice by the Company in accordance with this Section 4(b) of
the existence of any fact or event of the kind described in Section 4(b)(iv)(D),
use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective during the Effectiveness Period; upon the occurrence of
any event that would cause the Shelf Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not
to be effective and usable for resale of Transfer Restricted Securities during
the Effectiveness Period, the Company shall file promptly an appropriate
amendment to the Shelf Registration Statement, a supplement to the Prospectus
or a report filed with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, in the case of clause (A), correcting any
such misstatement or omission, and, in the case of either clause (A) or
(B), use its reasonable best efforts to cause such amendment to be declared
effective and the Shelf Registration Statement and the related Prospectus to
become usable for their intended purposes as soon as practicable thereafter;


 


(ii)                                  Notwithstanding
Section 4(b)(i) hereof, the Company may suspend the effectiveness of
the Shelf Registration Statement (each such period, a “Suspension Period”):


 


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


 


(y) the
occurrence or existence of any pending corporate development that, in the
reasonable discretion of the Company, makes it necessary to suspend the
availability of the Shelf Registration Statement.


 


Upon the occurrence of any event
described in clauses (x) and (y) of this Section 4(b)(ii), the Company
shall give notice to the Holders that the availability of the Shelf
Registration Statement is suspended and, upon receipt of any such notice, each
Holder agrees not to sell any Transfer Restricted Securities pursuant to the
Shelf Registration Statement until such Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in this Section 4(b).  The Suspension Period shall not exceed 45
days in any three-month period; provided,
that, in the event the disclosure relates to a previously undisclosed pending
material business transaction, the disclosure of which the Company determines
in good faith would be reasonably likely to impede the Company’s


 


9





















 


ability to consummate such
transaction, the Company may extend a Suspension Period from 45 days to 60
days; provided, further, that the
aggregate of all Suspension Periods shall not exceed an aggregate of 90 days in
any 12-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 Suspension Period and the Holders hereby agree to
hold any communications in response to a notice of a proposed business
transaction in confidence;


 


(iii)                               Prepare
and file with the Commission such amendments and post-effective amendments to
the Shelf Registration Statement as may be necessary to keep the Shelf
Registration Statement effective during the Effectiveness Period; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act,
and to comply fully with the applicable provisions of Rules 424 and 430A
under the Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all of the Notes covered
by the Shelf Registration Statement during the applicable period in accordance
with the intended method or methods of distribution by the sellers thereof set
forth in the Shelf Registration Statement or supplement to the Prospectus;


 


(iv)                              Advise
the selling Holders and any Initial Purchaser that has provided in writing to
the Company a telephone or facsimile number and address for notices, promptly
and, if requested by such selling Holders, to confirm such advice in writing
(which notice pursuant to clauses (B) through (D) below shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):


 


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


 


(B)                                of
any request by the Commission for amendments to the Shelf Registration
Statement or amendments or supplements to the Prospectus or for additional
information relating thereto,


 


(C)                                of
the issuance by the Commission of any stop order suspending the effectiveness
of the Shelf Registration Statement under the Securities Act or of the
suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the
threatening or initiation of any proceeding for any of the preceding purposes,
or


 


(D)                               of
the existence of any fact or the happening of any event, during the
Effectiveness Period, that makes any statement of a material fact made in the
Shelf Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or


 


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changes in the
Shelf Registration Statement or the Prospectus in order to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading.


 


If at any time the Commission
shall issue any stop order suspending the effectiveness of the Shelf
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or
Blue Sky laws, the Company shall use its reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time and will
provide to each Holder who is named in the Shelf Registration Statement prompt
notice of the withdrawal of any such order;


 


(v)                                 Make
available at reasonable times for inspection by one or more representatives of
the selling Holders, designated in writing by a Majority of Holders whose
Transfer Restricted Securities are included in the Shelf Registration
Statement, and any attorney or accountant retained by such selling Holders and
any Initial Purchaser participating in any disposition pursuant to the Shelf
Registration Statement, all financial and other records, pertinent corporate
documents and properties of the Company as shall be reasonably necessary to
enable them to conduct a reasonable investigation within the meaning of Section 11
of the Securities Act, and cause the Company’s officers, directors, managers
and employees to supply all information reasonably requested by any such
representative or representatives of the selling Holders, attorney or
accountant in connection therewith; provided,
however, that the Company shall have no obligation to deliver
information to any selling Holder or representative pursuant to this Section 4(b)(v) unless
such selling Holder or representative shall have agreed in writing to keep all
such information confidential; provided,
further, that the foregoing inspection and information gathering
shall, to the extent reasonably practicable, be coordinated on behalf of all
selling Holders by a law firm or attorney or other representative selected by a
majority of the Transfer Restricted Securities being sold by such Holders;


 


(vi)                              If
requested by any selling Holders or the Representative, promptly incorporate in
the Shelf Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders
may reasonably request to have included therein, including, without limitation,
information relating to the plan of distribution of the Transfer Restricted
Securities; provided, however,
that the foregoing shall not limit the effect of the second proviso following
subsection (iii) of Section 2(f);


 


(vii)                           Deliver
to each selling Holder, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) and any amendment or supplement thereto
as such selling Holder reasonably may request; subject to any notice by the
Company in accordance with this Section 4(b) of the existence of any
fact or event of the kind described in Section 4(b)(iv)(D) or any
Suspension Period, the Company hereby consents to the use of the Prospectus and
any amendment or supplement thereto by each of the selling Holders in
connection


 


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with the
offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;


 


(viii)                        Before
any public offering of Transfer Restricted Securities, cooperate with the
selling Holders and their counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or
Blue Sky laws of such jurisdictions in the United States as the selling Holders
may reasonably request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall
not be required (A) to register or qualify as a foreign corporation or a
dealer of securities where it is not so qualified as of the Closing Date or to
take any action that would subject it to the service of process in any
jurisdiction where it is not so subject as of the Closing Date, other than
service of process for suits arising out of the Initial Placement or any
offering pursuant to the Shelf Registration Statement, or (B) to subject
itself to general or unlimited service of process or to taxation in any such
jurisdiction if the Company is not so subject as of the Closing Date;


 


(ix)                                Unless
any Transfer Restricted Securities shall be in book-entry form only, cooperate
with the selling Holders to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends (unless required by applicable securities
laws); and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders may request at least
two (2) Business Days before any sale of Transfer Restricted
Securities;


 


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


 


(xi)                                Subject
to Section 4(b)(ii) hereof, if any fact or event contemplated by Section 4(b)(iv)(B) through
(D) hereof shall exist or have occurred, use its reasonable best efforts
to prepare a supplement or post-effective amendment to the Shelf Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;


 


(xii)                             Provide
CUSIP numbers for all Transfer Restricted Securities not later than the effective
date of the Shelf Registration Statement and provide the Trustee


 


12





















 


under the
Indenture with certificates for the Notes that are in a form eligible for
deposit with The Depository Trust Company;


 


(xiii)                          Cooperate
and assist in any filings required to be made with the NASD;


 


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


 


(xv)                            Cause
the Indenture to be qualified under the TIA not later than the effective date
of the Shelf Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the holders of Notes to
effect such changes to the Indenture as may be required for such Indenture to
be so qualified in accordance with the terms of the TIA; and execute and use
its reasonable best efforts to cause the Trustee thereunder to execute all
documents that may be required to effect such changes and all other forms and
documents required to be filed with the Commission to enable such Indenture to
be so qualified in a timely manner.  In
the event that any such amendment or modification referred to in this Section 4(b)(xv)
involves the appointment of a new trustee under the Indenture, the Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture;


 


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


 


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


 


(xviii)                   Use
its reasonable best efforts (i) if the Notes have been rated prior to the
initial sale of such Notes, to confirm such ratings will apply to the Notes
covered by the Shelf Registration Statement;


 


(xix)                           Use
its reasonable best efforts to take all other steps necessary to effect the
registration of the Notes covered by the Shelf Registration Statement; and


 


(xx)                              Enter
into customary agreements and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Notes.


 


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


 


13





















 


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


 


(ii)                                  such
Holder is advised in writing by the Company that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus.


 


If so directed by the Company, each Holder will deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of
suspension.


 


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


 


5.                                       Registration Expenses.


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


6.                                       Indemnification and Contribution.


 


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


 


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


 


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


 


15





















 


and agrees to reimburse each Indemnified Holder promptly upon demand
for any legal or other expenses reasonably incurred by such Indemnified Holder
in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such Holder (or its related Indemnified Holder) specifically for use
therein.  The foregoing indemnity
agreement is in addition to any liability which the Company may otherwise have.


 


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


 


(c)                        Promptly
after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 6, notify the indemnifying party in writing of the claim or
the commencement of that action; provided,
however, that the failure to notify the indemnifying party (i) shall
not relieve it from any liability which it may have under paragraphs (a) or
(b) of this Section 6 unless and to the extent it did not otherwise
learn of such action and such failure materially prejudices the indemnifying
party, and (ii) shall not, in any event, relieve it from any liability
that it may have to an indemnified party otherwise than under paragraphs (a) or
(b) of this Section 6.  If any
such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party.  After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 6 for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided,
however, that the indemnified party shall have the right to employ a
single counsel to represent jointly the indemnified party and their officers,
employees and controlling persons who may be subject to liability arising out
of any claim in respect of which indemnity may be


 


16





















 


sought by the
indemnified party against the Company under this Section 6 if the
indemnified party seeking indemnification shall have been advised by legal
counsel that there may be one or more legal defenses available to such
indemnified party and their respective officers, employees and controlling persons
that are different from or additional to those available to the Company, and in
that event, the fees and expenses of such separate counsel shall be paid by the
Company.  No indemnifying party shall,
without the prior written consent of the indemnified parties (which consent
shall not be unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action), unless such settlement, compromise or consent
(x) includes an unconditional release of each indemnified party from all
liability arising out of such claim, 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.


 


(d)                       The
indemnifying party under this Section 6 shall not be liable for any
settlement of any proceeding effected without its written consent, which shall
not be withheld unreasonably, but if settled with such consent or if there is a
final non-appealable judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party against any loss, claim, damage, liability
or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by Section 6(c) hereof that are not being reasonably
contested by the indemnifying party, 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 30 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.


 


(e)                        If
the indemnification provided for in this Section 6 shall for any reason be
unavailable or insufficient to hold harmless an indemnified party under
Sections 6(a) or 6(b) in respect of any loss, claim, damage or
liability (or action in respect thereof) referred to therein, each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
aggregate amount paid or payable by such indemnified party as a result of such
loss, claim, damage or liability (including legal or other expenses reasonably
incurred in connection with investigating or defending any


 


17





















 


loss, claim,
liability, damage or action) (collectively “Losses”)
(or action in respect thereof):


 


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


 


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


 


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


 


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


 


Notwithstanding
the provisions of this Section 6, no Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the Transfer Restricted Securities purchased by it were resold exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute as provided in this Section 6(e) are
several and not joint.


 


(f)                          The
provisions of this Section 6 shall remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company or


 


18





















 


any of the
officers, directors or controlling persons referred to in Section 6
hereof, and will survive the sale by a Holder of Transfer Restricted
Securities.


 


7.                                       Rule 144A and Rule 144. 
The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13
or 15(d) of the Exchange Act, to make all filings required thereby in a
timely manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.  Nothing in
this Section 7 shall be deemed to require the Company to register any of
its securities under the Exchange Act that are not already registered
thereunder.


 


8.                                       Miscellaneous.


 


(a)                                  Remedies. 
The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 2 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely, and that, in the event of any such failure, in
addition to being entitled to exercise all rights provided to it herein, in the
Indenture or in the Purchase Agreement or granted by law, including recovery of
liquidated or other damages, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company’s
obligations under Section 2 hereof. 
The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.


 


(b)                                 Actions Affecting Transfer Restricted Securities.  The Company shall not, directly or
indirectly, take any action with respect to the Transfer Restricted Securities
as a class that would adversely affect the ability of the Holders of Transfer
Restricted Securities to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement except as otherwise
explicitly provided for herein.


 


(c)                                  No Inconsistent Agreements.  The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  In addition, the
Company shall not grant to any of its securityholders (other than the Holders
of Transfer Restricted Securities in such capacity) the right to include any of
its securities in the Shelf Registration Statement provided for in this
Agreement other than the Transfer Restricted Securities.


 


(d)                                 Amendments and Waivers.  This Agreement may not be amended, modified
or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
a Majority of


 


19





















 


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


 


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


 


(i)                                     if
to a Holder, at the address set forth on the records of the registrar under the
Indenture or the transfer agent of the Common Stock, as the case may be; and


 


(ii)                                  if
to the Company, at its address set forth in the Purchase Agreement,


 


With a copy to:


 


Troutman Sanders LLP

600 Peachtree Street

Suite 5200

Atlanta, GA  30308-2216

Facsimile:  (404) 962-6743

Attention:  W. Brinkley Dickerson, Jr.


 


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


 


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


 


(f)                                    Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities.  The Company hereby agrees to extend the
benefit of this Agreement to any Holder and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.


 


(g)                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so


 


20





















 


executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(h)                                 Jurisdiction.  The Company agrees that any suit, action or
proceeding against the Company brought by any Holder or Initial Purchaser, the
directors, officers, employees, Affiliates and agents of any Holder or Initial
Purchaser, or by any person who controls any Holder or Initial Purchaser,
arising out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in any State or U.S. federal court in The City of New
York and County of New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the non-exclusive jurisdiction of such courts in any suit, action or
proceeding.  Notwithstanding the
foregoing, any action arising out of or based upon this Agreement may be
instituted by any Holder or Initial Purchaser, the directors, officers,
employees, Affiliates and agents of any Holder or Initial Purchaser, or by any
person who controls any Holder or Initial Purchaser, in any court of competent
jurisdiction in the State of Georgia.


 


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


 


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


 


(k)                                  Governing Law.  This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without giving
consideration to the conflicts of law provisions thereof.


 


(l)                                     Severability.  If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby, it being intended that all of
the rights and privileges of the parties shall be enforceable to the fullest
extent permitted by law.


 


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


 


21





















 


(n)                                 Termination.  This Agreement and the obligations of the
parties hereunder shall terminate upon the completion of the Effectiveness
Period, except for liabilities on obligations under Sections 3, 4(d), 5, 6 and
9, each of which shall remain in effect in accordance with its terms.


 


22





















 


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


 


	
   

  	
  COMPUCREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William McCamey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William McCamey

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR, STEARNS & CO. INC.

  
	
   

  	
   

  
	
   

  	
  Acting on behalf of itself and the several
  Initial Purchasers

  
	
   

  	
   

  
	
   

  	
  By: BEAR, STEARNS & CO. INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul S.
  Rosica

  	
   

  
	
   

  	
    Authorized Representative

  
						



 


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