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Exhibit 4.3    
    


 
  REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 20, 2003 among Northwest Airlines Corporation, a Delaware
corporation (the "Company"), Northwest Airlines, Inc., a Minnesota corporation (the "Guarantor"), and Citigroup Global Markets Inc. (the "Initial Purchaser") pursuant to the Purchase
Agreement, dated May 15, 2003 (the "Purchase Agreement"), among the Company, the Guarantor and the Initial Purchaser. In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company and the Guarantor have agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase
Agreement. 


        The
Company and the Guarantor agree with the Initial Purchaser, (i) for its benefit as Initial Purchaser and (ii) for the benefit of the beneficial owners (including the
Initial Purchaser) from time to time of the Securities (as defined herein), and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issuable upon conversion of
Securities (each of the foregoing a "Holder" and together the "Holders"), as follows: 



        SECTION
1.    Definitions.    Capitalized terms used herein without definition shall have their respective meanings
set forth in the Purchase Agreement. In addition to the terms that are defined elsewhere in this Agreement, the following terms shall have the following meanings: 


        "Additional Amount" has the meaning specified in Section 2(e) hereof. 


        "Additional Amount Accrual Period" has the meaning specified in Section 2(e) hereof. 


        "Additional Amount Payment Date" means each May 15 and November 15. 


        "Additional Notes" means up to an additional $22,500,000 aggregate original principal amount of 6.625% Senior Convertible Notes due 2023
of the Company to be purchased pursuant to the Purchase Agreement. 


        "Affiliate", with respect to any specified person, has the meaning specified in Rule 144. 



        "Applicable Conversion Price" means, as of any date of determination, the Applicable Principal Amount per $1,000 original principal amount
of Notes as of such date of determination divided by the Conversion Rate in effect as of such date of determination or, if no Notes are then outstanding, the Conversion Rate that would be in effect
were Notes then outstanding. 





 

        "Applicable Principal Amount" means, as of any date of determination, (1) with respect to each $1,000 original principal amount of
Notes means the accrued accreted principal amount with respect to such Notes through such date of determination, (2) if the Notes have been converted to semiannual coupon notes upon a Tax
Event, the Restated Principal Amount with respect to the Notes, or (3) if no Notes are then outstanding, such sum calculated as if such Notes were then outstanding. 


        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of
New York are authorized or obligated by law or executive order to close. 


        "Common Stock" means any shares of the common stock, $0.01 par value, of the Company and any other shares of common stock as may
constitute "Common Stock" for purposes of the Indenture, including the Underlying Common Stock. 


        "Company" has the meaning specified in the first paragraph of this Agreement. 


        "Conversion Rate" has the meaning assigned to such term in the Indenture. 


        "Deferral Notice" has the meaning specified in Section 3(i) hereof. 


        "Deferral Period" has the meaning specified in Section 3(i) hereof. 


        "Effectiveness Deadline Date" has the meaning specified in Section 2(a) hereof.  


        "Effectiveness Period" means the period of two years from the Issue Date or such shorter period ending on the date
that all Registrable Securities have ceased to be Registrable Securities. 


        "Event" has the meaning specified in Section 2(e) hereof. 


        "Event Date" has the meaning specified in Section 2(e) hereof. 


        "Event Termination Date" has the meaning specified in Section 2(e) hereof. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 



        "Filing Deadline Date" has the meaning specified in Section 2(a) hereof. 


        "Firm Notes" means an aggregate of $150,000,000 original principal amount of the 6.625% Senior Convertible Notes due 2023 of the Company
to be purchased pursuant to the Purchase Agreement. 


        "guarantee" means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), 


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direct
or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all
or any part of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit. 


        "Guarantee" means the guarantee of the Notes by the Guarantor in accordance with the provisions of Article 13 of the Indenture. 



        "Guarantor" has the meaning specified in the first paragraph of this Agreement. 


        "Holder" has the meaning specified in the second paragraph of this Agreement. 


        "Indenture" means the Indenture dated as of the date hereof, as amended from time to time, among the Company, the Guarantor and U.S. Bank
National Association, as trustee, pursuant to which the Securities are being issued. 


        "Initial Purchaser" has the meaning specified in the first paragraph of this Agreement. 


        "Initial Shelf Registration Statement" has the meaning specified in Section 2(a) hereof. 


        "Issue Date" means May 20, 2003. 


        "Material Event" has the meaning specified in Section 3(i) hereof. 


        "Notes" means the Firm Notes and the Additional Notes. 


        "Notice and Questionnaire" means a written notice delivered to the Company containing substantially the information called for by the
Selling Security Holder Notice and Questionnaire attached as Annex A to the Offering Memorandum dated May 15, 2003 of the Company and the Guarantor relating to the Securities. 



        "Notice Holder" means on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. 


        "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented
by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such
Prospectus. 


        "Purchase Agreement" has the meaning specified in the first paragraph of this Agreement. 


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        "Record Holder" means, with respect to any Additional Amount Payment Date relating to any Note or shares of Underlying Common Stock as to
which any Additional Amount has accrued, the registered holder of such Note or such shares of Underlying Common Stock, as the case may be, on the 15th day immediately prior to the next succeeding
Additional Amount Payment Date. 


        "Registrable Securities" means the Securities and the Underlying Common Stock until such securities have been converted or exchanged and,
at all times subsequent to any such conversion or exchange, any securities into or for which such securities have been converted or exchanged, and any security issued with respect thereto upon any
stock dividend, split, merger or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) were it not held by an Affiliate of the Company or the
Guarantor, or (iii) its sale to the public pursuant to Rule 144. 


        "Registration Expenses" has the meaning specified in Section 5 hereof. 


        "Registration Statement" means any registration statement of the Company and the Guarantor that covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. 


        "Restated Principal Amount" has the meaning assigned to such term in the Indenture. 


        "Restricted Securities" has the meaning assigned to such term in Rule 144. 


        "Rule 144" means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. 


        "Rule 144A" means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. 


        "SEC" means the United States Securities and Exchange Commission and any successor agency. 


        "Securities" means the Notes and the Guarantees collectively. 


        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. 


        "Shelf Registration Statement" has the meaning specified in Section 2(a) hereof. 


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        "Subsequent Shelf Registration Statement" has the meaning specified in Section 2(b) hereof. 


        "Tax Event" has the meaning assigned to such term in the Indenture. 


        "TIA" means the Trust Indenture Act of 1939, as amended. 


        "Trustee" means U.S. Bank National Association (or any successor entity), the Trustee under the Indenture. 


        "Underlying Common Stock" means the Common Stock into which the Securities are convertible or issued upon any such conversion. 


        SECTION
2.    Shelf Registration.    



        (a)   The
Company and the Guarantor shall prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue
Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration
Statement") registering the resale from time to time by Holders of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably
elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the
form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantor shall use their reasonable best efforts to cause the Initial
Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days
after the Issue Date, and to keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf
Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to
deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no
Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with
Section 2(d) and is in compliance with Section 4. Neither the Company nor the Guarantor shall permit any of its security holders (other than the Holders of Registrable Securities) to
include any of the Company's or the Guarantor's securities in the Shelf Registration Statement (or any subsequent Shelf Registration Statement). 



        (b)   If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the 


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Effectiveness
Period, the Company and the Guarantor shall use their 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 by the Company and the Guarantor 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 Registrable Securities (a "Subsequent
Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantor shall use reasonable efforts to cause the Subsequent Shelf Registration Statement
to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration
Statement (or subsequent Shelf Registration Statement), subject to Section 3(i)(A) hereof, continuously effective until the end of the Effectiveness Period. 



        (c)   The
Company and the Guarantor 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 and the Guarantor for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as
reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. 


        (d)   Each
Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus,
it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution
of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantor shall, as
promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC 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 document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder 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 Registrable Securities in accordance with
applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related
Prospectus) and, if the Company and the Guarantor shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant
to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so
inform the 


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Holder
delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with
Section 3(i), provided further that if under applicable law the Company and the Guarantor have more than one option as to the type or manner of
making any such filing, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting
resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company and the Guarantor shall be under no obligation to name any Holder that is not a Notice Holder
as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder
pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be
named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). 



        (e)   The
parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with
precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in
respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to
herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to herein as an "Event Date"). Events shall
be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration Statement is filed
in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type
described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be
exceeded in the case of the commencement of an Event of the type described in clause (iii). 


        Accordingly,
commencing on (and including) any Event Date and ending on (but excluding) the next date after an Event Termination Date (an "Additional Amount Accrual Period"), the Company
and the Guarantor agree to pay an additional amount (the "Additional Amount"), payable on the Additional Amount Payment Dates to Record Holders of then outstanding Securities that are Registrable
Securities or of then outstanding shares of Underlying Common Stock issued upon conversion of Securities that are Registrable Securities, as the case may be, accruing, for each portion of such
Additional Amount Accrual Period beginning on and including an Additional Amount Payment Date (or, in respect of the first time that the Additional Amount is to be paid to Holders on a Additional
Amount Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Additional
Amount Accrual Period or (B) the next Additional Amount Payment Date, at a rate per annum equal 


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to
one-quarter of one percent (0.25%) for the first ninety (90)-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent
(0.50%) of the aggregate Applicable Principal Amount of such Notes, the aggregate Applicable Conversion Price of the shares of Underlying Common Stock and the Restated Principal Amount of the
Semi-annual Coupon Notes, as the case may be, in each case determined as of the Business Day immediately preceding the next Additional Amount Payment Date; provided that any Additional
Amount accrued with respect to any Security or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date or to Semi-annual
Coupon Notes prior to the Additional Amount Payment Date shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for redemption or conversion on the
applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Additional
Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness
Period. The rate of accrual of the Additional Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company and/or the Guarantor of Additional Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of
Additional Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Additional Amount by the Company and/or the Guarantor). 



        The
Trustee, subject to the applicable provisions of the Indenture, shall be entitled on behalf of Holders of Securities, Underlying Common Stock or Semi-annual Coupon Notes,
to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Amount. Notwithstanding the foregoing, the parties agree that the sole monetary damages
payable for a violation of the terms of this Agreement with respect to which additional amounts are expressly provided shall be such Additional Amount. Nothing shall preclude a Notice Holder or Holder
of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. 



        All
of the Company's and the Guarantor's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases
to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(k)). 


        The
parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with
the provisions hereof. 


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        SECTION
3.    Registration Procedures.    In connection with the registration obligations of the Company and the
Guarantor under Section 2 hereof, the Company and the Guarantor shall: 



        (a)   Before
filing any Registration Statement or Prospectus or any amendments or supplements (other than supplements that do nothing more substantive than name one or more
Notice Holders as selling security holders) thereto with the SEC, furnish to the Initial Purchaser copies of all such documents proposed to be filed and use reasonable efforts to reflect in each such
document when so filed with the SEC such comments as the Initial Purchaser reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser. 


        (b)   Prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration
Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. 


        (c)   As
promptly as reasonably practicable give notice to the Notice Holders and the Initial Purchaser (i) when any Prospectus, Prospectus supplement, Registration
Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment,
when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other
federal or state governmental authority of any stop order or injunction suspending or enjoining the use of any Prospectus or the effectiveness of any Registration Statement or the initiation or
threatening of any proceedings for that purpose, (iv) of the receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of (but not the nature
of or details concerning) a Material Event (provided, however, that no notice by the Company or the Guarantor shall be required pursuant to this clause (v) in the event that either the Company
and the Guarantor promptly file a Prospectus supplement to update the Prospectus or the Company files a Current Report on Form 8-K or other appropriate Exchange Act report
that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration
Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (vi) of the
determination by the Company and the Guarantor that a post-effective amendment to a Registration Statement will 


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be
filed with the SEC, which notice may, at the discretion of the Company and the Guarantor (or as required pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in which
event the provisions of Section 3(i) shall apply. 


        (d)   Use
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible
moment or, if any such order or suspension is made effective during any Deferral Period, at the earliest possible moment after the expiration of such Deferral Period. 


        (e)   If
reasonably requested by the Initial Purchaser or any Notice Holder, as promptly as reasonably practicable incorporate in a Prospectus supplement or
post-effective amendment to a Registration Statement such information as the Initial Purchaser or such Notice Holder shall, on the basis of an opinion of nationally recognized counsel
experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment
as required by applicable law; provided that neither the Company nor the Guarantor shall not be required to take any actions under this
Section 3(e) that are not, in the reasonable opinion of counsel for the Company and the Guarantor, in compliance with applicable law. 



        (f)    As
promptly as reasonably practicable after the filing of such documents with the SEC, furnish to each Notice Holder and the Initial Purchaser, upon their request and
without charge, at least one (1) conformed copy of the Registration Statement and any amendment thereto, including financial statements, but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder or the Initial Purchaser, as the case may be). 


        (g)   During
the Effectiveness Period (except during such periods that a Deferral Notice is outstanding and has not been revoked), deliver to each Notice Holder in connection
with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities and any amendment
or supplement thereto as such Notice Holder may reasonably request; and the Company and the Guarantor hereby consent (except during such periods that a Deferral Notice is outstanding and has not been
revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus
or any amendment or supplement thereto in the manner set forth therein. 


        (h)   Subject
to Section 3(i), prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use reasonable efforts to
register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for
offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be 


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included
in the Notice and Questionnaire), it being agreed that no such registration or qualification will be made unless so requested; prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, use reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary to enable
the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that
neither the Company nor the Guarantor will be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not otherwise qualified or
(ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. 



        (i)    Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which
any Registration Statement shall contain any 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 not
misleading, or any Prospectus shall contain any 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 (including, in any such case, as a result of the non-availability of financial statements), or (C) the occurrence or existence of any
development, event, fact, situation or circumstance relating to the Company or the Guarantor that, in the discretion of the Company and the Guarantor, makes it appropriate to suspend the availability
of the Shelf Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file a
post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that
would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any 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 not misleading, and such Prospectus does not contain any 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, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use reasonable efforts to cause it to be
declared effective as promptly as is reasonably practicable, and (ii) give notice to the Notice Holders that the availability of the Shelf Registration Statement is suspended (a "Deferral
Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Notice Holder's receipt of copies
of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company and the Guarantor will use reasonable efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as 


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promptly
as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company and the Guarantor, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or the Guarantor or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the
case of clause (C) above, as soon as, in the discretion of the Company and the Guarantor, such suspension is no longer
appropriate. So long as the period during which the availability of the Registration Statement and any Prospectus is suspended (the "Deferral Period") does not exceed thirty (30) days during
any three (3) month period or ninety (90) days during any twelve (12) month period, neither the Company nor the Guarantor shall not incur any obligation to pay Additional Amounts
pursuant to Section 2(e). 


        (j)    If
reasonably requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, make reasonably available for
inspection during reasonable business hours by a representative for the Notice Holders of such Registrable Securities and any broker-dealers, attorneys and accountants retained by such Notice Holders,
all relevant financial and other records, pertinent corporate documents and properties of the Company, the Guarantor and their respective subsidiaries, and cause the appropriate executive officers,
directors and designated employees of the Company, the Guarantor and their respective subsidiaries to make reasonably available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Notice Holders or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar
"due diligence" examinations; provided, however, that such persons shall first agree in writing with the Company or the Guarantor, as the case may be,
that any information that is reasonably designated by the Company or the Guarantor, as the case may be, in writing as confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory authorities; (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to
federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than
the Company or the Guarantor, as the case may be, and such source is not bound by a confidentiality agreement or otherwise obligated to keep such information confidential; and provided further that
the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel
referred to in Section 5. 


        (k)   Comply
with all applicable rules and regulations of the SEC and make generally available to its security holders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than forty-five
(45) days after the end of any twelve (12)-month period (or ninety (90) days after the end of any twelve (12)-month period if such period is a fiscal year) commencing on the first day of
the first 


12





 

fiscal
quarter of the Company commencing after the effective date of a Registration Statement, which statements shall cover said twelve (12)-month periods. 


        (l)    Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration
Statement, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least two
(2) Business Days prior to any sale of such Registrable Securities. 



        (m)  Provide
a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and provide
the Trustee for the Notes and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. 


        (n)   Make
a reasonable effort to provide such information as is required for any filings required to be made with the National Association of Securities Dealers, Inc. 


        (o)   Upon
(i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of the Initial Shelf Registration Statement, announce the same,
in each case by release to Businesswire, Reuters Economic Services, Bloomberg Business News or any other means of dissemination reasonably expected to make such information known publicly. 


        (p)   Take
all actions necessary, or reasonably requested by the holders of a majority of the Registrable Securities being sold, in order to expedite or facilitate disposition
of such Registrable Securities; provided that neither the Company nor the Guarantor shall be required to take any action in connection with an underwritten offering without its consent. 


        (q)   Cause
the Indenture to be qualified under the TIA not later than the effective date of any Registration Statement; and in connection therewith, cooperate with the
Trustee to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use reasonable efforts to cause the
Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner. 


        SECTION
4.    Holder's Obligations.    Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a 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(d) hereof (including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be 


13





 

disclosed
in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder
further agrees, following termination of the Effectiveness Period, to notify the Company, within ten (10) Business Days of a request, of the amount of Registrable Securities sold pursuant to
the Registration Statement and, in the absence of a response, the Company may assume that all of the Holder's Registrable Securities were so sold. 


        SECTION
5.    Registration Expenses.    The Company and the Guarantor shall bear all fees and expenses incurred in
connection with the performance by the Company and the Guarantor of their obligations under Sections 2 and 3 of this Agreement whether or not any of the Registration Statements are declared effective.
Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to
be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws to the extent such filings or compliance are
required pursuant to this Agreement (including, without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)),
(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company),
(iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company and
the Guarantor in connection with the Shelf Registration Statement, and (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the
Common Stock. In addition, the Company and the Guarantor shall bear or reimburse the Notice Holders for the fees and disbursements of one firm of legal counsel for the Holders, which shall, upon the
written consent of the Initial Purchaser (which shall not be unreasonably withheld), be another nationally recognized law firm experienced in securities law matters designated by the Company. In
addition, the Company and the Guarantor shall pay their respective internal expenses (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting
duties), and their respective expenses for any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which the same
securities of the Company or the Guarantor, as the case may be, are then listed and the fees and expenses of any person, including special experts, retained by the Company or the Guarantor, as the
case may be. 


        SECTION
6.    Indemnification; Contribution.    



        (a)   The
Company and the Guarantor agree to indemnify and hold harmless the Initial Purchaser and each Holder of Registrable Securities and each person, if any, who controls
the Initial Purchaser or any holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows: 


14





 

          (i)  against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; 



         (ii)  against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Company; and 


        (iii)  subject
to Section 6(c) below, against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; 




provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser,
such Holder of Registrable Securities (which also acknowledges the indemnity provisions herein) or any person, if any, who controls the Initial Purchaser or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided
further that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an offer or sale of Registrable Securities
occurring during a Deferral Period, if a Deferral Notice was given to such Notice Holder or (2) if the Holder fails to deliver at or prior to the written confirmation of sale, the most recent
Prospectus, as amended or supplemented, and such
Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material fact and the delivery thereof was required by law. 


        (b)   In
connection with any Shelf Registration Statement in which a Holder, including, without limitation, the Initial Purchaser, of Registrable Securities is participating,
in furnishing information relating to such Holder of Registrable Securities to 


15





 

the
Company in writing expressly for use in such Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto, the holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and the Company, the Guarantor and each person, if any, who controls the Company or the Guarantor within the meaning of either such Section,
against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished to the Company or the Guarantor by or on behalf of such Holder of Registrable Securities (which also acknowledges the
indemnity provisions herein) or any person, if any, who controls any such Holder of Registrable Securities expressly for use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement thereto). 


        The
Initial Purchaser agrees to indemnify and hold harmless the Company, the Guarantor, the Holders of Registrable Securities, and each person, if any, who controls the Company, the
Guarantor or any Holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser expressly for use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement thereto). 



        (c)   Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of
which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially
prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. The indemnifying party, upon request
of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain a separate firm
as its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be 


16





 

inappropriate
due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for (A) the reasonable fees and expenses of more than one firm (in addition to any local counsel) for
the Initial Purchaser, Holders of Registrable Securities, and all persons, if any, who control the Initial Purchaser or Holders of Registrable Securities within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act or (B) the reasonable fees and expenses of more than one firm (in addition to any local counsel) for the Company, the Guarantor,
their respective directors, and each person, if any, who controls the Company or the Guarantor within the meaning of either such Section, and that all such reasonable fees and expenses shall be
reimbursed as they are incurred. In the event a separate firm is retained for the Initial Purchaser, Holders of Registrable Securities, and control persons of the Initial Purchaser and Holders of
Registrable Securities, such firm shall be designated in writing by the Initial Purchaser. In the event a separate firm is retained for the Company and the Guarantor, and such directors, officers and
control persons of the Company and the Guarantor, such firm shall be designated in writing by the Company and the Guarantor. No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim 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 any indemnified party. 


        (d)   If
at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into
more than sixty (60) days after receipt by such indemnifying party of aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least
forty-five (45) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such settlement effected without its
consent if such indemnifying party (1) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (2) provides written
notice to the indemnified party describing any unpaid balance it believes is unreasonable and the reasons therefor, in each case prior to the date of such settlement. 


        (e)   If
the indemnification to which an indemnified party is entitled under this Section 6 is for any reason unavailable to or insufficient although applicable in
accordance with its terms to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate 


17





 

to
reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 


        The
relative fault of the Company and/or the Guarantor on the one hand and the holders of the Registrable Securities or the Initial Purchaser on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the
Company and/or the Guarantor or by the holder of the Registrable Securities or the Initial Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. 


        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to above in this Section 6(e). The aggregate amount of losses, liabilities, claims, damages, and expenses
incurred by an indemnified party and referred to above in this Section 6(e) shall be deemed to include any out-of-pocket legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 


        Notwithstanding
the provisions of this Section 6, neither the Holder of any Registrable Securities nor the Initial Purchaser shall be required to indemnify or contribute any
amount in excess of the amount by which the total price at which the Registrable Securities sold by such Holder of Registrable Securities or by the Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of any damages that such Holder of Registrable Securities or the Initial Purchaser 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 Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. 


        For
purposes of this Section 6(e), each person, if any, who controls the Initial Purchaser or any holder of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Initial Purchaser or such holder, and each person, if any, who controls the Company or the
Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. 


        SECTION
7.    Information Requirements.    The Company and the Guarantor covenants that, if at any time before the end
of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder 


18





 

of
Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities
Act within the limitations of Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any
Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in
the Company's most recent annual or quarterly report required to be filed and filed pursuant to Section 13 or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act. 


        SECTION
8.    Miscellaneous    



        (a)    No Conflicting Agreements.    The Company is not, and the Guarantor is not, as of the date hereof, a party to,
nor shall they, on or after the date of this Agreement, enter into, any agreement with respect to the Company's securities that conflicts with the rights granted to the Holders of Registrable
Securities in this Agreement. The Company and the Guarantor represent and warrant that the rights granted to the Holders of Registrable Securities hereunder do not in any way conflict with the rights
granted to the holders of the Company's or the Guarantor's securities under any other agreements. 



        (b)    Amendments and Waivers.    The provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company and the Guarantor have obtained the written consent of
Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Notes or Semi-annual Coupon Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Notes or Semi-annual Coupon Notes are or would be convertible or exchangeable as of
the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement;  provided that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment,
modification, supplement, waiver or consent effected pursuant to this Section 8(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or
consent appears on the Registrable Securities or is delivered to such Holder. 


19





 

        (c)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier, or (iv) on the date
indicated on the notice of receipt, if made by first-class mail, to the parties as follows: 


        if
to a Holder of Registrable Securities that is not a Notice Holder, at the address for such Holder then appearing in the Registrar (as defined in the Indenture); 



        if
to a Notice Holder, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; 



if
to the Company, to: 



Northwest
Airlines Corporation

2700 Lone Oak Parkway

Eagan, Minnesota 55121

Telephone No. (612) 726-2111

Facsimile No. (612) 726-2221

Attention: Senior Vice President and Treasurer 




and 


if
to the Guarantor, to: 



2700
Lone Oak Parkway

Eagan, Minnesota 55121

Telephone No. (612) 726-2111

Facsimile No. (612) 726-2221

Attention: Senior Vice President and Treasurer 




with
a copy to: 



Simpson
Thacher & Bartlett

425 Lexington Avenue

New York, New York 10017

Telephone No. (212) 455-2000

Facsimile No. (212) 455-2502

Attention: Wilson Neely, Esq. 




and 


if
to the Initial Purchaser, to: 



Citigroup
Global Markets Inc.

390 Greenwich Street 




20





 


New
York, New York 10013

Attention: General Counsel

Telecopier: 212-816-7912 





or
to such other address as such person may have furnished to the other persons identified in this Section 8(c) in writing in accordance herewith. 



        (d)    Approval of Holders.    Whenever the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company, the Guarantor or their Affiliates (other than the Initial Purchaser or subsequent Holders of Registrable Securities if
such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage. 


        (e)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto and, without requiring any express assignment, shall inure to the benefit of and be binding upon each Holder of any Registrable Securities;  provided that nothing
herein shall be deemed to permit any assignment, transfer of other disposition of Registrable Securities in violation of the terms
of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be subject to
all of the terms of this Agreement and by taking and holding such Registrable 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. 


        (f)    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 original and all of which taken together shall constitute one and the same agreement. 


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


        (h)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. 


        (i)    Severability.    If any term, provision, covenant or restriction of this Agreement is held to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 


21





 

        (j)    Entire Agreement.    This Agreement is intended by the parties hereto as a final expression of their agreement
and is 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 and the registration rights granted
by the Company and the Guarantor with respect to the Registrable Securities. Except as provided in the Purchase Agreement, 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 and the Guarantor with respect to the Registrable Securities. This Agreement supersedes all prior
agreements and undertakings among the parties hereto with respect to such registration rights. 


        (k)    Termination.    This Agreement and the obligations of the parties hereunder shall terminate upon the expiration
of the Effectiveness Period, except for (i) any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for Additional Amounts under
Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 


22





 

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



	 
	 	 
	 	 

	 	 	Very truly yours,
	

 	
 	
NORTHWEST AIRLINES CORPORATION
	

 	
 	

By:	
 	

/s/ DANIEL B. MATTHEWS
	 	 	 	 	
 Name: Daniel B. Matthews

Title: Sr. Vice President & Treasurer
	

 	
 	
NORTHWEST AIRLINES, INC., as Guarantor
	

 	
 	

By:	
 	

/s/ DANIEL B. MATTHEWS
	 	 	 	 	
 Name: Daniel B. Matthews

Title: Sr. Vice President & Treasurer





	 
	 	 
	 	 

	Agreed and accepted as of the date first above written:	 	 
	
CITIGROUP GLOBAL MARKETS INC.	
 	

 
	

By:	
 	

/s/ JOHN A. SLOWIK	
 	

 
	 	 	
 Name: John A. Slowik

Title: Director	 	 




23









QuickLinks



Exhibit 4.3


REGISTRATION RIGHTS AGREEMENT