155,000,000 AGGREGATE PRINCIPAL AMOUNT EURONET WORLDWIDE, INC. Registration Rights Agreement dated October 4, 2005Registration Rights Agreement • October 26th, 2005 • Euronet Worldwide Inc • Functions related to depository banking, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as of October 4, 2005, between Euronet Worldwide, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”) and Banc of America Securities LLC, as the initial purchaser (the “Initial Purchaser”), under the Purchase Agreement (as defined below).
155,000,000 AGGREGATE PRINCIPAL AMOUNT EURONET WORLDWIDE, INC. 3.50 % CONVERTIBLE DEBENTURES DUE 2025 Purchase Agreement dated September 28, 2005Euronet Worldwide Inc • October 26th, 2005 • Functions related to depository banking, nec • New York
The Debentures will be convertible into fully paid, non-assessable shares of common stock, par value $0.02 per share, of the Company (the “Common Stock”) together with the rights (the “Rights”) evidenced by such Common Stock to the extent provided in the Rights Agreement dated as of March 21, 2003 between the Company and EquiServe Trust Company, N.A., as amended (the “Rights Agreement”). The Debentures will be convertible initially at a conversion rate of 24.7036 shares per $1,000 principal amount of the Debentures, on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock and accompanying Rights into which the Debentures are convertible. The Debentures will be issued pursuant to an indenture (the “Indenture”) to be dated as of the First Closing Date (as defined in Section 2), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
