Encore Capital Group, Inc. Registration Rights Agreement September 19, 2005Registration Rights Agreement • September 22nd, 2005 • Encore Capital Group Inc • Short-term business credit institutions • New York
Encore Capital Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (“JPMorgan”), Morgan Stanley & Co. Incorporated (“Morgan Stanley” and together with JPMorgan, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated September 13, 2005 (the “Purchase Agreement”), $90,000,000 aggregate principal amount of its 3.375% Convertible Senior Notes due 2010 (the “Notes”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
JPMorgan Chase Bank, National Association London EC4Y 0JP England September 13, 2005 To: Encore Capital Group, Inc. San Diego, CA 92123 Attention: Paul Grinberg Telephone No.: (858) 309-6957 Facsimile No.: (858) 309-6977 Re: Warrants Reference:Warrant Agreement • September 22nd, 2005 • Encore Capital Group Inc • Short-term business credit institutions • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Encore Capital Group, Inc., a Delaware corporation (the “Company”), to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
ENCORE CAPITAL GROUP, INC. as Issuer AND JPMORGAN CHASE BANK, N.A. as Trustee INDENTURE Dated as of September 19, 2005 3.375% Convertible Senior Notes due 2010Indenture • September 22nd, 2005 • Encore Capital Group Inc • Short-term business credit institutions • New York
INDENTURE dated as of September 19, 2005 between Encore Capital Group, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), and JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
To: Encore Capital Group, Inc. San Diego, CA 92123 Attention: Paul Grinberg Telephone No.: (858) 309-6957 Facsimile No.: (858) 309-6977Call Option Transaction • September 22nd, 2005 • Encore Capital Group Inc • Short-term business credit institutions • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch, and Encore Capital Group, Inc., a Delaware corporation (“Counterparty”), on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
