0001047469-05-022863 Sample Contracts

11,000,000 Shares VERIFONE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT

Underwriting Agreement • September 14th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 14th, 2005
• Company
  VeriFone Holdings, Inc.
• Industry
  Calculating & accounting machines (no electronic computers)
• Jurisdiction
  New York

SECOND AMENDMENT TO CREDIT AGREEMENT

Credit Agreement • September 14th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York

• Contract Type
  Credit Agreement
• Filed
  September 14th, 2005
• Company
  VeriFone Holdings, Inc.
• Industry
  Calculating & accounting machines (no electronic computers)
• Jurisdiction
  New York

SECOND AMENDMENT dated as of September 7, 2005 (this "Second Amendment") among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation ("Holdings"), VERIFONE, INC., a Delaware corporation (the "Borrower"), the Lenders signatory hereto and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent").