Exhibit
4.3


 


EXECUTION
DRAFT




 





 


REGISTRATION
RIGHTS AGREEMENT


 


 


Dated as
of June 30, 2003


 


by and
among


 


WS
Merger LLC


 


WS
Financing Corp.


 


and 


 


The
Guarantors listed on the Signature Pages Hereto


 


and


 


Lehman
Brothers Inc.


 


Deutsche
Bank Securities Inc.


 


Citigroup
Global Markets Inc.


 


J.P.
Morgan Securities Inc.




 





 

















 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of June 30, 2003, by and among WS Merger LLC, a
Delaware limited liability company (the “Company”), WS Financing Corp.,
a Delaware corporation (“WS Financing” and, together with the Company,
the “Issuers”), the guarantors listed on the signature pages hereto
(collectively, the “Guarantors”), and Lehman Brothers Inc., Deutsche Bank
Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
as representatives of the several initial purchasers (each an “Initial
Purchaser” and, collectively, the “Initial  Purchasers”), each of whom has agreed to
purchase the Issuers’ 95/8% Senior Notes due 2011 (the “Series A Notes”)
pursuant to the Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the Purchase
Agreement, dated as of June 24, 2003 (the “Purchase Agreement”), by and among
Worldspan, L.P., a Delaware limited partnership (“Worldspan”), the
Issuers, the Guarantors and the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Series
A Notes, the Issuers and the Guarantors have agreed to provide the registration
rights set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchasers set forth in Section 7(l) of the Purchase
Agreement.  Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in
the Indenture, dated the date hereof among the Issuers, the Guarantors and The
Bank of New York, as trustee, relating to the Series A Notes and the Series B
Notes (the “Indenture”).


 


The parties hereby agree as follows:


 


SECTION 1.  DEFINITIONS


 


As used in this Agreement, the following capitalized
terms shall have the following meanings:


 


Act:  The
Securities Act of 1933, as amended.


 


Affiliate:  As
defined in Rule 144 of the Act.


 


Broker-Dealer:  Any broker or dealer registered under the
Exchange Act.


 


Certificated
Securities:  Definitive Notes, as defined in the
Indenture.


 


Closing
Date:  The date hereof.


 


Commission:  The
Securities and Exchange Commission.


 


Consummate: An Exchange Offer shall be deemed
“Consummated” for purposes of this Agreement upon the occurrence of (a) the
filing and effectiveness under the Act of the Exchange Offer Registration
Statement relating to the Series B Notes to be issued in the Exchange Offer,
(b) the maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the period required pursuant to Section 3(b) hereof and (c) the delivery by the
Issuers to the Registrar under the Indenture of Series B Notes in the same
aggregate principal amount as the


 


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aggregate principal amount of Series A Notes tendered by Holders
thereof pursuant to the Exchange Offer.


 


Consummation
Deadline:  As defined in Section 3(b) hereof.


 


Effectiveness
Deadline:  As defined in Section 3(a) and 4(a) hereof.


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended.


 


Exchange Offer:  The exchange and issuance by the Issuers of
a principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal
amount of Series A Notes that are tendered by such Holders in connection with
such exchange and issuance.


 


Exchange Offer
Registration Statement: 
The Registration Statement relating to the Exchange Offer, including the
related Prospectus.


 


Exempt Resales:  The transactions in which the Initial
Purchasers propose to sell the Series A Notes to (i) certain “qualified
institutional buyers,” as such term is defined in Rule 144A under the Act and (ii)
outside the United States to Persons other than U.S. Persons in offshore
transactions meeting the requirements of Rule 904 of Regulation S under the
Act.


 


Filing Deadline:
As defined in Sections 3(a) and 4(a) hereof.


 


Guarantors:  As defined in the preamble hereof.


 


Holders:  As defined in Section 2 hereof.


 


Indenture:  As defined in the preamble hereof.


 


Initial Purchasers:  As defined in the preamble hereof.


 


Notes:  The Series A Notes and the Series B Notes.


 


Prospectus:  The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, 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.


 


Purchase Agreement:  As defined in the preamble hereof.


 


Recommencement
Date:  As defined in Section 6(e) hereof.


 


Registration
Default:  As defined in Section 5 hereof.


 


Registration
Statement:  Any registration statement of the Issuers
and the Guarantors relating to (a) an offering of Series B Notes and related
Subsidiary Guarantee pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case (i) that is filed pursuant to the


 


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provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.


 


Regulation
S:  Regulation S promulgated under the
Act.


 


Rule
144:  Rule 144 promulgated under the Act.


 


Series
A Notes:  As defined in the preamble hereof.


 


Series
B Notes:  The Issuers’ 95/8%
Series B Senior Notes due 2011 to be issued pursuant to the Indenture in the
Exchange Offer.


 


Shelf
Registration Statement:  As defined in Section 4 hereof.


 


Subsidiary
Guarantee:  The Guarantee by a Guarantor of the Issuers’
obligations under the Notes and the Indenture.


 


TIA:  The
Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on
the date of the Indenture.


 


Transfer
Restricted Securities:  (i) Each Series A Note and the related
Subsidiary Guarantee, until the earliest to occur of (a) the date on which such
Series A Note and related Subsidiary Guarantee are exchanged by a person other
than a Broker-Dealer for a Series B Note in the Exchange Offer, (b)
following the exchange by a Broker-Dealer in the Exchange Offer of a Series A Note
for a Series B Note, the date on which such Series B Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Series A Note and the related Subsidiary
Guarantee are effectively registered under the Act and disposed of in
accordance with the Shelf Registration Statement or (d) the date on which such
Series A Note and the related Subsidiary Guarantee are distributed to the
public pursuant to Rule 144 under the Act.


 


SECTION 2.  HOLDERS


 


A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns
Transfer Restricted Securities.


 


SECTION 3.  REGISTERED EXCHANGE OFFER


 


(a)                                  Unless the Exchange Offer shall not
be permitted under applicable federal law or Commission policy (after the
procedures set forth in Section 6(a) below have been complied with), the
Issuers and the Guarantors shall (i) use all commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be filed with the Commission
as soon as practicable after the Closing Date, but in no event later than 90
days after the Closing Date (such 90th day being the “Filing
Deadline”), (ii) use all commercially reasonable efforts to cause such
Exchange Offer Registration Statement to be declared effective at the earliest
possible time, but in no event later than 180 days after the Closing Date (such
180th day being the “Effectiveness


 


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Deadline”), (iii) in connection with
the foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause such Exchange
Offer Registration Statement to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Series B Notes and
the related Subsidiary Guarantees to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer,
and (iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. 
The Exchange Offer shall be on the appropriate form permitting
registration of the Series B Notes and the related Subsidiary Guarantees to be
offered in exchange for the Series A Notes that are Transfer Restricted
Securities and permitting resales of Series B Notes held by Broker-Dealers that
tendered into the Exchange Offer Series A Notes that such Broker-Dealer such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Series A Notes acquired
directly from the Issuers or any of their Affiliates) as contemplated by
Section 3(c) below.


 


(b)                                 The Issuers and the Guarantors shall
use all commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided,
however,
that in no event shall such period be less than 20 business days.  The Issuers and the Guarantors shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the
Series B Notes and the related Subsidiary Guarantees shall be included in the
Exchange Offer Registration Statement. 
The Issuers and the Guarantors shall use all commercially reasonable
efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 30 business days thereafter (such 30th
business day being the “Consummation Deadline”).


 


(c)                                  The Issuers and the Guarantors shall
include a “Plan of Distribution” section in the Prospectus contained in the
Exchange Offer Registration Statement and indicate therein that any
Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities
and that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Issuers or any Affiliate of the Issuers),
may exchange such Series A Notes pursuant to the Exchange Offer.  Such “Plan of Distribution” section shall
also contain all other information with respect to such sales by such
Broker-Dealers that the Commission may require in order to permit such sales
pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Transfer Restricted Securities held by
any such Broker-Dealer, except to the extent required by the Commission.


 


Because such Broker-Dealer may be deemed to be an
“underwriter” within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of any Series B Notes received by such Broker-Dealer in the Exchange
Offer, the Issuers and the Guarantors shall permit the use of the Prospectus
contained in the Exchange Offer Registration Statement by such Broker-Dealer to
satisfy such prospectus delivery requirement. 
To the extent necessary to ensure that the prospectus contained in the


 


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Exchange Offer Registration Statement is available for sales of Series
B Notes by Broker-Dealers, the Issuers and the Guarantors agree to use all
commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the date on which the Exchange Offer is Consummated or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto.


 


The Issuers and the Guarantors shall provide sufficient
copies of the latest version of such Prospectus to such Broker-Dealers,
promptly upon request, and in no event later than one day after such request,
at any time during such 180 day period referred to above.


 


SECTION 4.  SHELF REGISTRATION


 


(a)                                  Shelf Registration. 
If (i) the Issuers and the Guarantors are not required to file the
Exchange Offer Registration Statement or permitted to Consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the Issuers and the Guarantors have complied with the
procedures set forth in Section 6(a) below) or (ii) any Holder of Transfer
Restricted Securities shall notify the Issuers within the 20th day
following the Consummation of the Exchange Offer that (A) such Holder was
prohibited by law or Commission policy from participating in the Exchange Offer
or (B) such Holder may not resell the Series B Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer
and holds Series A Notes acquired directly from the Issuers or any of its
Affiliates, then the Issuers and the Guarantors shall:


 


(x)  use all commercially reasonable efforts to
cause to be filed, on or prior to 90 days after the earlier of (i) the date on
which the Issuers and the Guarantors determine that the Exchange Offer
Registration Statement cannot be filed as a result of clause (a)(i) above; and
(ii) the date on which the Issuers and the Guarantors receive the notice
specified in clause (a)(ii) above (such earlier date, the “Filing Deadline”),
a shelf registration statement pursuant to Rule 415 under the Act (which may be
an amendment to the Exchange Offer Registration Statement (the “Shelf Registration
Statement”)), relating to all Transfer Restricted Securities; and


 


(y)  use all commercially reasonable efforts to
cause such Shelf Registration Statement to become effective on or prior to 180
days after the Filing Deadline for the Shelf Registration Statement (such 180th
day the “Effectiveness
Deadline”).


 


If, after the Issuers and the Guarantors have filed an
Exchange Offer Registration Statement that satisfies the requirements of
Section 3(a) above, the Issuers and the Guarantors are required to file and
make effective a Shelf Registration Statement solely because the Exchange Offer
is not permitted under applicable federal law (i.e., clause (a)(i) above), then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements


 


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of clause (x) above; provided that, in such event, the Issuers
and the Guarantors shall remain obligated to meet the Effectiveness Deadline
set forth in clause (y).


 


To the extent necessary to ensure that the Shelf
Registration Statement is available for sales of Transfer Restricted Securities
by the Holders thereof entitled to the benefit of this Section 4(a) and the
other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Issuers and the Guarantors shall use all commercially reasonable
efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two
years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto or
the date on which all Transfer Restricted Securities become eligible for resale
without volume or other restrictions pursuant to Rule 144 under the Securities
Act.


 


(b)                                 Provision by Holders of Certain
Information in Connection with the Shelf Registration Statement. 
No Holder of Transfer Restricted Securities may include any of its
Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder furnishes to the Issuers in
writing, within 15 business days after receipt of a request therefor, such
information as the Issuers may reasonably request for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein.  No Holder of Transfer
Restricted Securities shall be entitled to Liquidated Damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information.  By its acceptance of
Transfer Restricted Securities, each Holder agrees to promptly furnish
additional information required to be disclosed in order to make the
information previously furnished to the Issuers by such Holder not materially
misleading.


 


SECTION 5.  LIQUIDATED DAMAGES


 


If (i) any Registration Statement required by this
Agreement is not filed with the Commission on or prior to the applicable Filing
Deadline set forth Sections 3(a) and 4(a), (ii) any such Registration Statement
has not been declared effective by the Commission on or prior to the applicable
Effectiveness Deadline set forth in Sections 3(a) and 4(a) (the “Effectiveness
Target Date”), (iii) the Exchange Offer has not been Consummated on or
prior to the Consummation Deadline set forth in Section 3(b), or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable in
connection with resales of Transfer Restricted Securities during the period
required by this Agreement (each such event referred to in clauses (i) through
(iv), a “Registration
Default”), then the Issuers and the Guarantors hereby, jointly and
severally, agree to pay to each Holder of Transfer Restricted Securities
affected thereby liquidated damages (“Liquidated Damages”), in cash,
with respect to the first 90-day period immediately following the occurrence of
such Registration Default, at a rate of 0.25% per annum on the principal amount
of the Transfer Restricted Securities as of the immediately preceding Interest
Payment Date.  The amount of the
Liquidated Damages shall increase by an additional 0.25% per annum at the
beginning of each subsequent 90-day period, up to a maximum aggregate increase
of 1.00% per annum with respect


 


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to all Registration Defaults, until all such Registration Default have
been cured; provided
that the Issuers and the Guarantors shall in no event be required to pay
Liquidated Damages for more than one Registration Default at any given
time.  Notwithstanding anything to the
contrary set forth herein, upon the day of (a) filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above; (b) the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above; (c) Consummation of the Exchange Offer,
in the case of (iii) above; or (d) the filing of a post-effective amendment to
the Registration Statement or an additional Registration Statement that causes
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement) to again be declared effective or made usable in the
case of (iv) above the Liquidated Damages, which shall be determined on a daily
basis, payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.


 


All accrued Liquidated Damages shall be paid to the
Holders entitled thereto, in the manner provided for the payment of interest in
the Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. 
Notwithstanding the fact that any securities for which Liquidated
Damages are due cease to be Transfer Restricted Securities, all obligations of
the Issuers and the Guarantors to pay Liquidated Damages with respect to
securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.


 


SECTION 6.  REGISTRATION PROCEDURES


 


(a)                                  Exchange Offer Registration
Statement.  In connection with the Exchange Offer, the
Issuers and the Guarantors shall (x) comply with all applicable provisions of
Section 6(c) below; (y) use all commercially reasonable efforts to effect such
exchange and to permit the resale of Series B Notes by any Broker-Dealer that
tendered Series A Notes in the Exchange Offer that such Broker-Dealer acquired
for its own account as a result of its market making activities or other
trading activities (other than Series A Notes acquired directly from the
Issuers or any of their Affiliates) being sold in accordance with the intended
method or methods of distribution thereof; and (z) comply with all of the
following provisions:


 


(i)                                     If, following the date hereof there
has been announced a change in Commission policy with respect to exchange
offers such as the Exchange Offer, that in the reasonable opinion of counsel to
the Issuers raises a substantial question as to whether the Exchange Offer is
permitted by applicable federal law, the Issuers and the Guarantors hereby
agree to seek a no-action letter or other favorable decision from the
Commission allowing the Issuers and the Guarantors to Consummate an Exchange
Offer for such Transfer Restricted Securities. 
The Issuers and the Guarantors hereby agree to pursue the issuance of
such a decision to the Commission staff level. 
In connection with the foregoing, the Issuers and the Guarantors hereby
agree to take all such other actions as may be requested by the Commission or
otherwise required in connection with the issuance of such decision, including
without limitation (A) participating in telephonic conferences with the
Commission staff; (B) delivering to the Commission staff an analysis prepared
by counsel to the Issuers setting forth the legal bases, if any, upon which
such counsel has concluded that such an Exchange Offer should be permitted; and


 


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(C) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.


 


(ii)                                  As a condition to its participation
in the Exchange Offer, each Holder of Transfer Restricted Securities
(including, without limitation, any Holder who is a Broker Dealer) shall
furnish, upon the request of the Issuers, prior to the Consummation of the
Exchange Offer, a written representation to the Issuers and the Guarantors
(which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that (A) it is not an
Affiliate of the Issuers; (B) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the Series B Notes to be issued in the
Exchange Offer; and (C) it is acquiring the Series B Notes in its ordinary
course of business.  Each Holder using
the Exchange Offer to participate in a distribution of the Series B Notes will
be required to acknowledge and agree that, if the resales are of Series B Notes
obtained by such Holder in exchange for Series A Notes acquired directly from
the Issuers or an Affiliate thereof, it (1) could not, under Commission policy
as in effect on the date of this Agreement, rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
1991) and Exxon Capital Holdings Corporation (available May 13, 1988),
as interpreted in the Commission’s letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters (including, if applicable,
any no-action letter obtained pursuant to clause (i) above); and (2) must
comply with the registration and prospectus delivery requirements of the Act in
connection with a secondary resale transaction and that such a secondary resale
transaction must be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K.


 


(iii)                               To the extent required by applicable
federal law or Commission policy, the Issuers and the Guarantors shall provide
a supplemental letter to the Commission (A) stating that the Issuers and the
Guarantors are registering the Exchange Offer in reliance on the position of
the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc. (available June
5, 1991) as interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993, and, if applicable, any no-action letter
obtained pursuant to clause (i) above, (B) including a representation that
neither the Issuers nor any Guarantor has entered into any arrangement or
understanding with any Person to distribute the Series B Notes to be received
in the Exchange Offer and that, to the best of the Issuers’ and each
Guarantor’s information and belief, each Holder participating in the Exchange
Offer is acquiring the Series B Notes in its ordinary course of business and
has no arrangement or understanding with any Person to participate in the
distribution of the Series B Notes received in the Exchange Offer and (C) any
other undertaking or representation required by the Commission as set forth in
any no-action letter obtained pursuant to clause (i) above, if applicable.


 


(b)                                 Shelf Registration Statement. 
In connection with the Shelf Registration Statement, the Issuers and the
Guarantors shall:


 


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(i)                                     comply with all the provisions of
Section 6(c) and 6(d) below and use all commercially reasonable efforts to
effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof (as indicated in the information furnished to the Issuers
pursuant to Section 4(b) hereof), and pursuant thereto, the Issuers and the
Guarantors will prepare and file with the Commission a Registration Statement
relating to the registration on any appropriate form under the Act, which form
shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof; and


 


(ii)                                  issue, upon the request of any
Holder or purchaser of Series A Notes covered by any Shelf Registration
Statement contemplated by this Agreement, Series B Notes having an aggregate
principal amount equal to the aggregate principal amount of Series A Notes sold
pursuant to the Shelf Registration Statement and surrendered to the Issuers for
cancellation; the Issuers and the Guarantors shall register Series B Notes and
the related Subsidiary Guarantees on the Shelf Registration Statement for this
purpose and issue the Series B Notes to the purchaser(s) of securities subject
to the Shelf Registration Statement in the names as such purchaser(s) shall
designate.


 


(c)                                  General Provisions. 
In connection with any Registration Statement and any related Prospectus
required by this Agreement, the Issuers and the Guarantors shall:


 


(i)                                     use all commercially reasonable
efforts to keep such Registration Statement continuously effective and provide
all requisite financial statements for the period specified in Section 3 or 4
of this Agreement, as applicable.  Upon
the occurrence of any event that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain an untrue statement of material
fact or omit to state any material fact necessary to make the statements
therein not misleading; or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement,
the Issuers and the Guarantors shall file promptly an appropriate amendment to
such Registration Statement curing such defect, and, if Commission review is
required, use all commercially reasonable efforts to cause such amendment to be
declared effective as soon as practicable; if at any time the Commission shall
issue any stop order suspending the effectiveness of any 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 Issuers and the Guarantors shall use all commercially
reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;


 


(ii)                                  prepare and file with the Commission
such amendments and post-effective amendments to the applicable Registration
Statement as may be necessary to keep such Registration Statement effective for
the applicable period set forth in Section 3 or 4 hereof, as the case may be;
cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Act, and to
comply fully with Rules 424, 430A and 462, as applicable, under the Act


 


10

















 


in a timely manner; and comply with the provisions of the Act
with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


(iii)                               in connection with any sale of
Transfer Restricted Securities that will result in such securities no longer
being Transfer Restricted Securities, cooperate with the Holders to facilitate
the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and
to register such Transfer Restricted Securities in such denominations and such
names as the selling Holders may request at least two business days prior to
such sale of Transfer Restricted Securities;


 


(iv)                              use all commercially reasonable
efforts to cause the disposition of the Transfer Restricted Securities covered
by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof to consummate the disposition of such Transfer Restricted
Securities; provided,
however,
that neither the Issuers nor any Guarantor shall be required to register or
qualify as a foreign corporation where it is not now so qualified or to take
any action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not now so subject;


 


(v)                                 provide a CUSIP number for all
Transfer Restricted Securities not later than the effective date of a
Registration Statement covering such Transfer Restricted Securities and provide
the Trustee under the Indenture with certificates for the Transfer Restricted
Securities which are in a form eligible for deposit with The Depository Trust
Company;


 


(vi)                              otherwise use all commercially
reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders with regard to
any applicable Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 (which need not be
audited) covering a twelve-month period beginning after the effective date of
the Registration Statement (as such term is defined in paragraph (c) of Rule
158 under the Act); and


 


(vii)                           cause the Indenture to be qualified
under the TIA not later than the effective date of the first Registration
Statement required by this Agreement and, in connection therewith, cooperate
with the Trustee and the Holders 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 all commercially reasonable efforts to cause
the Trustee 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.


 


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(d)                             Additional Provisions Applicable to
Shelf Registration Statements and Certain Exchange Offer Prospectuses. 
In connection with each Shelf Registration Statement, and each Exchange
Offer Registration Statement if and to the extent that an Initial Purchaser has
notified the Issuers that it is a holder of Series B Notes that are Transfer
Restricted Securities (for so long as such Series B Notes are Transfer
Restricted Securities or for the period provided in Section 3, whichever is
shorter), the Issuers and the Guarantors shall:


 


(i)                                     advise each Holder promptly and, if
requested by such Holder, confirm such advice in writing, (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any applicable 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 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 Registration Statement under the 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
initiation of any proceeding for any of the preceding purposes; (D) of the
existence of any fact or the happening of any event that makes any statement of
a material fact made in the 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 changes in
the Registration Statement in order to make the statements therein not
misleading, or that requires the making of any additions to or changes in the
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(ii)                                  if any fact or event contemplated by
Section 6(d)(i)(D) above shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related Prospectus or
any document, in accordance with the terms of this Agreement, 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 necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(iii)                               furnish to each Holder of the
securities being registered in connection with such exchange or sale, if any,
before filing with the Commission, copies of any Registration Statement or any
Prospectus included therein (except the Prospectus included in the Exchange
Offer Registration Statement at the time it was declared effective) or any
amendments or supplements to any such Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of
such Registration Statement), which documents will be subject to the review and
comment of such Holders in connection with such sale, if any, for a period of
at least three business days, and the Issuers will not file any such
Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated
by reference) to which such Holders shall reasonably object within three
business days after the receipt thereof; a


 


12

















 


Holder shall be deemed to have reasonably objected to such
filing if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a material
fact or omits to state any material fact necessary to make the statements
therein not misleading or fails to comply with the applicable requirements of
the Act.


 


(iv)                              promptly prior to the filing of any
document that is to be incorporated by reference into a Registration Statement
or Prospectus, provide copies of such document to each Holder of the securities
being registered in connection with such exchange or sale, if any, make the
Issuers’ and the Guarantors’ representatives available for discussion of such
document and other customary due diligence matters, and include such
information in such document prior to the filing thereof as such Holders may
reasonably request;


 


(v)                                 make available, upon at least two
business days prior written notice, at the offices where normally kept and
during reasonable business hours, for inspection by a representative of the
Holders of a majority of the principal amount of the securities being
registered and any attorney or accountant retained by such representative, all
financial and other records, pertinent corporate documents of the Issuers and
the Guarantors and cause the Issuers’ and the Guarantors’ officers, directors
and employees to supply all information reasonably requested by any such
representative, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness; provided, that prior to disclosing any
information the Issuers may determine, in good faith, is confidential, the
Issuers may require the Holders to execute a customary confidentiality
agreement reasonably satisfactory to the Issuers;


 


(vi)                              if requested by any Holders in
connection with such exchange or sale, promptly include in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information regarding the Holders as such Holders may
reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities; and make all required filings of such Prospectus supplement
or post-effective amendment as soon as practicable after the Issuers is notified
of the matters to be included in such Prospectus supplement or post-effective
amendment;


 


(vii)                           make available upon request to each
Holder in connection with such exchange or sale without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by
reference);


 


(viii)                        deliver to each Holder without
charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons reasonably
may request; the Issuers and the Guarantors hereby consent to the use (in
accordance with law) of the Prospectus and any amendment or supplement


 


13

















 


thereto by each selling Holder in connection with the
offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;


 


(ix)                                upon the request of Holders of a
majority in principal amount of Transfer Restricted Securities, enter into such
agreements (including underwriting agreements) and make such representations
and warranties as contained in the Purchase Agreement, as applicable, and take
all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities pursuant to
any applicable Registration Statement contemplated by this Agreement as may be
reasonably requested by any Holders of a majority in principal amount of
Transfer Restricted Securities in connection with any sale or resale pursuant
to any applicable Registration Statement. 
In such connection, the Issuers and the Guarantors shall:


 


(A)                              upon request of Holders of a
majority in principal amount of Transfer Restricted Securities, furnish (or in
the case of paragraphs (2) and (3), use all commercially reasonable efforts to
cause to be furnished) to each Holder, upon Consummation of the Exchange Offer
or upon the effectiveness of the Shelf Registration Statement, as the case may
be:


 


(1)                                  a certificate, dated such date,
signed on behalf of the Issuers and each Guarantor by (x) the President or any
Vice President and (y) a principal financial or accounting officer of the
Issuers and such Guarantor, as to the matters set forth in the officers’
certificate required pursuant to Section 7(h) of the Purchase Agreement and
such other similar matters as such Holders may reasonably request;


 


(2)                                  an opinion, dated the date of
Consummation of the Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, of counsel for the Issuers and the
Guarantors covering matters similar to those set forth in Exhibit C to the
Purchase Agreement and such other matters as such Holder may reasonably
request; and


 


(3)                                  a customary comfort letter, dated
the date of Consummation of the Exchange Offer, or as of the date of
effectiveness of the Shelf Registration Statement, as the case may be, from the
Issuers’ independent accountants, in the customary form and covering matters of
the type customarily covered in comfort letters to underwriters in connection
with underwritten offerings, and affirming the matters set forth in the comfort
letters delivered pursuant to Sections 7(e) and 7(f) of the Purchase Agreement;
and


 


(B)                                deliver such other documents and
certificates as may be reasonably requested by the selling Holders to evidence
compliance with the matters covered in clause (A) above and with any customary
conditions contained in any agreement entered into by the Issuers and the
Guarantors pursuant to this clause (ix);


 


14

















 


(x)                                   prior to 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 as the selling Holders may request and do any and all other commercially
reasonable acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Transfer Restricted Securities covered by the
applicable Registration Statement; provided, however, that neither the
Issuers nor any Guarantor shall be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject; and


 


(xi)                                provide promptly to each Holder,
upon request, each document filed with the Commission pursuant to the
requirements of Section 13 or Section 15(d) of the Exchange Act.


 


(e)                                  Restrictions on Holders. 
Each Holder’s acquisition of a Transfer Restricted Security constitutes
such Holder’s agreement that, upon receipt of the notice referred to in Section
6(d)(i)(C) or any notice from the Issuers of the existence of any fact of the
kind described in Section 6(d)(i)(D) hereof (in each case, a “Suspension Notice”),
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in
writing by the Issuers 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 (in each case, the “Recommencement Date”).  Each Holder receiving a Suspension Notice
shall be required to either (i) destroy any Prospectuses, other than permanent
file copies, then in such Holder’s possession which have been replaced by the
Issuers with more recently dated Prospectuses; or (ii) deliver to the Issuers
(at the Issuers’ 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 the Suspension
Notice.  The time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.


 


SECTION 7.  REGISTRATION EXPENSES


 


(a)                                  All expenses incident to the
Issuers’ and the Guarantors’ performance of or compliance with this Agreement
will be borne by the Issuers, regardless of whether a Registration Statement
becomes effective, including without limitation:  (i) all registration and filing fees and expenses; (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Series B Notes to be issued in the Exchange Offer and printing of Prospectuses,
messenger and delivery services and telephone; (iv) all reasonable fees and
disbursements of counsel for the Issuers, the Guarantors and one counsel
(including local counsel) for the Holders of Transfer Restricted Securities,
which shall be Latham & Watkins LLP or such other counsel as may be
selected by


 


15

















 


Holders of a majority in principal amount of Transfer Restricted
Securities; (v) all application and filing fees in connection with listing the
Series B Notes on a national securities exchange or automated quotation system
pursuant to the requirements hereof; and (vi) all reasonable fees and
disbursements of independent certified public accountants of the Issuers and
the Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).


 


The Issuers will, in any event, bear their and the
Guarantors’ internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Issuers or the Guarantors.


 


(b)                                 In connection with any Registration
Statement required by this Agreement (including, without limitation, the
Exchange Offer Registration Statement and the Shelf Registration Statement),
the Issuers and the Guarantors will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities who are tendering Series A Notes in
the Exchange Offer and/or selling or reselling Series A Notes or Series B Notes
pursuant to the “Plan of Distribution” contained in the Exchange Offer
Registration Statement or the Shelf Registration Statement, as applicable, for
the reasonable fees and disbursements of not more than one counsel (including
local counsel), who shall be Latham & Watkins LLP unless another firm shall
be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.


 


SECTION 8.  INDEMNIFICATION


 


(a)                                  The Issuers and the Guarantors
shall, jointly and severally, indemnify and hold harmless each Holder, its
affiliates, directors, officers and each Person, if any, who controls such
Holder (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, (including without limitation, any reasonable legal or
other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement,
preliminary Prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Issuers to any Holder or any prospective purchaser of Series B
Notes or registered Series A Notes, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided, however,
that the Issuers and the Guarantors shall not be liable in any such case to the
extent that such losses, claims, damages, liabilities or judgments are caused
by an untrue statement or omission or alleged untrue statement or omission that
is based upon information relating to any of the Holders furnished in writing
to the Issuers by any of the Holders; provided, further, that with respect to
any untrue statement or alleged untrue statement of a material fact or omission
or alleged omission of material fact in the Registration Statement, the
preliminary Prospectus or Prospectus, the indemnity agreement contained in this
Section 8 shall not inure to the benefit of any Holder from whom such person
asserting any such loss, claim, damage, liability or judgments purchased Series
B Notes or registered Series A Notes, to the extent that any such loss, claim,
damage, liability or judgments of such Holder occurs under the circumstance
where (a) the Issuers and the Guarantors had


 


16

















 


previously furnished the Prospectus or amendment or supplement, as the
case may be, to the Holder, (b) delivery of the Prospectus or amendment or
supplement, as the case may be, to such person was required by the Act, (c) the
untrue statement or omission of a material fact contained in the Registration
Statement, preliminary Prospectus or Prospectus was corrected in the Prospectus
or amendment or supplement, as the case may be, and (d) there was not sent or
given to such person, at or prior to the written confirmation of the sale of
Series B Notes or registered Series A Notes to such person, a copy of the
Prospectus or amendment or supplement, as the case may be.


 


(b)                                 By its acquisition of Transfer
Restricted Securities, each Holder of Transfer Restricted Securities, severally
and not jointly, shall indemnify and hold harmless the Issuers and the
Guarantors, and their respective affiliates, directors and officers, and each
person, if any, who controls (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) the Issuers or the Guarantors to the same
extent as the foregoing indemnity from the Issuers and the Guarantors set forth
in section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Issuers by such Holder expressly for use in
any Registration Statement.  In no event
shall any Holder, its affiliates, 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 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 affiliates,
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)                                  In case any action shall be
commenced involving any person in respect of which indemnity may be sought
pursuant to Section 8(a) or 8(b) (the “indemnified party”), the
indemnified party shall promptly notify the person against whom such indemnity
may be sought (the “indemnifying person”) in writing and the indemnifying party
shall assume the defense of such action, including the employment of counsel
reasonably satisfactory to the indemnified party and the payment of all
reasonable fees and expenses of such counsel, as incurred (except that in the
case of any action in respect of which indemnity may be sought pursuant to both
Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of
such action pursuant to this Section 8(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Holder).  Any indemnified party shall have the right
to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the indemnified party unless (i) the employment of such counsel shall have been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party, and the indemnified party shall
have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified
party).  In any such case, the
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be


 


17

















 


liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred.  Such firm shall be
designated in writing by a majority of the Holders, in the case of the parties
indemnified pursuant to Section 8(a), and by the Issuers and the Guarantors, in
the case of parties indemnified pursuant to Section 8(b).  The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses,
claims, damages, liabilities and judgments by reason of any settlement of any
action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business
days after the indemnifying party shall have received a request from the
indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.


 


(d)                                 To the extent that the
indemnification provided for in this Section 8 is unavailable to an indemnified
party in respect of any losses, claims, damages, liabilities or judgments
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
judgments (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers and the Guarantors on the one hand, and the
Holders, on the other hand, from their initial sale of Transfer Restricted
Securities (or in the case of Series B Notes that are Transfer Restricted
Securities, the sale of the Series A Notes for which such Series B Notes were
exchanged) or (ii) if the allocation provided by clause 8(d)(i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Issuers and the Guarantors, on the one hand, and of the
Holder, on the other hand, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or judgments, as well as
any other relevant equitable considerations. 
The relative fault of the Issuers and the Guarantors, on the one hand,
and of the Holder, on the other hand, 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 Issuers or such Guarantor, on the one
hand, or by the Holder, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The amount paid
or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments.


 


18

















 


The Issuers, the Guarantors and, by its acquisition of
Transfer Restricted Securities, each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  Notwithstanding the
provisions of this Section 8, no Holder, its affiliates, directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.


 


SECTION 9.  RULE 144A AND RULE 144


 


The Issuers and each Guarantor agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding
and during any period in which the Issuers or such Guarantor (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 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.


 


SECTION 10. 
MISCELLANEOUS


 


(a)                                  Remedies. 
The Issuers and the Guarantors acknowledge and agree that any failure by
the Issuers and/or the Guarantors to comply with their respective obligations
under Sections 3 and 4 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, the Initial Purchasers or any Holder
may obtain such relief as may be required to specifically enforce the Issuers’
and the Guarantor’s obligations under Sections 3 and 4 hereof.  The Issuers and the Guarantors further agree
to waive the defense in any action for specific performance that a remedy at
law would be adequate.


 


(b)                                 No Inconsistent Agreements. 
The Issuers and the Guarantors will not, on or after the date of this
Agreement, enter into any agreement with respect to their respective securities
that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof The Issuers and the
Guarantors have not previously entered into any agreement granting any
registration rights with respect to their


 


19

















 


respective securities to any Person that would require such securities
to be included in any Registration Statement filed hereunder.  The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuers’ and the Guarantors’ securities under any
agreement in effect on the date hereof.


 


(c)                                  Amendments and Waivers. 
The provisions of 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 (i) in the case of Section 5 hereof and this
Section 10(c)(i), the Issuers have obtained the written consent of Holders of
all outstanding Transfer Restricted Securities and (ii) in the case of all
other provisions hereof, the Issuers have obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the Issuers
or its Affiliates).  Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer, and that does not
adversely affect directly or indirectly the rights of other Holders whose
Transfer Restricted Securities are not being tendered pursuant to such Exchange
Offer, may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities subject to such Exchange Offer.


 


(d)                                 Third Party Beneficiary. 
The Holders shall be third party beneficiaries to the agreements made
hereunder between the Issuers and the Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or
advisable to protect their rights hereunder.


 


(e)                                  Notices. 
All statements, requests, notices and agreements hereunder shall be in
writing, and:


 


(i)                                     if to a Holder, at the address set
forth on the records of the Registrar under the Indenture, with a copy to the
Registrar under the Indenture; and


 


(ii)                                  if to the Company or any Guarantor,
shall be delivered or sent by mail, overnight courier or facsimile transmission
to Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia 30339,
Attention:  Chief Financial Officer
(Fax:  (770) 563-7878), with a copy to
Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103, Attention: 
Geraldine Sinatra (Fax: (215) 994-2222)


 


Any such statements, requests, notices or agreements
shall take effect at the time or notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, if personally delivered; when faxed during normal business hours (with
confirmation of transmission having been received) two business days after
being deposited in the mail, postage prepaid, if mailed and on the next
business day, if timely delivered to an air courier guaranteeing overnight
delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address specified in the Indenture.


 


20

















 


(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; provided,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms hereof
or of the Purchase Agreement or the Indenture. 
If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.


 


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


 


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


 


(i)                                     Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES
THEREOF.


 


(j)                                     Severability. 
In the event that 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.


 


(k)                                  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 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

















 


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


 


 


	
   

  	
  WS
  MERGER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Title: President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WS FINANCING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Title: President

  	
   

  



 


22

















 


	
   

  	
  WORLDSPAN IJET HOLDINGS, LLC

  
	
   

  	
  WORLDSPAN XOL LLC

  
	
   

  	
  WORLDSPAN BBN HOLDINGS, LLC

  
	
   

  	
  WORLDSPAN DIGITAL HOLDINGS, LLC

  
	
   

  	
  WORLDSPAN STOREMAKER HOLDINGS, LLC

  
	
   

  	
  WORLDSPAN VIATOR HOLDINGS, LLC

  
	
   

  	
  WORLDSPAN OPENTABLE HOLDINGS, LLC

  
	
   

  	
  WORLDSPAN SOUTH AMERICAN HOLDINGS
  LLC

  
	
   

  	
  WORLDSPAN S.A. HOLDINGS II, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Title: President

  	
   

  



 


23

















 


Accepted:


 


LEHMAN BROTHERS INC.


DEUTSCHE BANK
SECURITIES INC.


CITIGROUP GLOBAL MARKETS INC.


J.P. MORGAN SECURITIES INC.


 


 


	
  By LEHMAN BROTHERS INC., as Authorized Representative

  
	
   

  	
   

  
	
  By

  	
  /s/ Michael Konigsberg

  	
   

  
	
   

  	
  Name: Michael Konigsberg

  
	
   

  	
  Title: Managing Director

  



 


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