EXHIBIT 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


 


among


 


 


SSA GLOBAL TECHNOLOGIES, INC.,


 


GENERAL ATLANTIC PARTNERS 76 L.P.,


 


GAP COINVESTMENT PARTNERS II, L.P.,


 


GAPSTAR, LLC,


 


GAPCO GMBH & CO. KG,


 


SSA INVESTOR, LLC,


 


SSA WARRANT HOLDINGS, LLC,


 


ABLECO, L.L.C.,


 


CERBERUS PARTNERS, L.P.,


 


CERBERUS INSTITUTIONAL PARTNERS, L.P.


 


and


 


MADELEINE L.L.C.


 


 


Dated: April 2, 2003


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  General; Securities Subject to this
  Agreement.

  	
   

  
	
   

  	
  (a)

  	
  Grant of Rights

  	
   

  
	
   

  	
  (b)

  	
  Registrable Securities

  	
   

  
	
   

  	
  (c)

  	
  Holders of Registrable Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Demand Registration

  	
   

  
	
   

  	
  (a)

  	
  Request for Demand Registration

  	
   

  
	
   

  	
  (b)

  	
  Incidental or “Piggy-Back” Rights with
  Respect to a Demand Registration

  	
   

  
	
   

  	
  (c)

  	
  Effective Demand Registration

  	
   

  
	
   

  	
  (d)

  	
  Expenses

  	
   

  
	
   

  	
  (e)

  	
  Underwriting Procedures

  	
   

  
	
   

  	
  (f)

  	
  Selection of Underwriters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Incidental or “Piggy-Back” Registration

  	
   

  
	
   

  	
  (a)

  	
  Request for Incidental Registration

  	
   

  
	
   

  	
  (b)

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Form S-3 Registration

  	
   

  
	
   

  	
  (a)

  	
  Request for a Form S-3 Registration

  	
   

  
	
   

  	
  (b)

  	
  Form S-3 Underwriting Procedures

  	
   

  
	
   

  	
  (c)

  	
  Limitations on Form S-3 Registrations

  	
   

  
	
   

  	
  (d)

  	
  Expenses

  	
   

  
	
   

  	
  (e)

  	
  No Demand Registration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Holdback Agreements

  	
   

  
	
   

  	
  (a)

  	
  Restrictions on Public Sale by Designated
  Holders

  	
   

  
	
   

  	
  (b)

  	
  Restrictions on Public Sale by the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Registration Procedures

  	
   

  
	
   

  	
  (a)

  	
  Obligations of the Company

  	
   

  
	
   

  	
  (b)

  	
  Seller Information

  	
   

  
	
   

  	
  (c)

  	
  Notice to Discontinue

  	
   

  
	
   

  	
  (d)

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification; Contribution

  	
   

  
	
   

  	
  (a)

  	
  Indemnification by the Company

  	
   

  
	
   

  	
  (b)

  	
  Indemnification by Designated Holders

  	
   

  
	
   

  	
  (c)

  	
  Conduct of Indemnification Proceedings

  	
   

  
	
   

  	
  (d)

  	
  Contribution

  	
   

  



 


i

















 


	
  9.

  	
  Rule
  144

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
   

  
	
   

  	
  (a)

  	
  Recapitalizations, Exchanges, etc

  	
   

  
	
   

  	
  (b)

  	
  No Inconsistent Agreements

  	
   

  
	
   

  	
  (c)

  	
  Remedies

  	
   

  
	
   

  	
  (d)

  	
  Amendments and Waivers

  	
   

  
	
   

  	
  (e)

  	
  Notices

  	
   

  
	
   

  	
  (f)

  	
  Successors and Assigns; Third Party Beneficiaries

  	
   

  
	
   

  	
  (g)

  	
  Counterparts

  	
   

  
	
   

  	
  (h)

  	
  Headings

  	
   

  
	
   

  	
  (i)

  	
  GOVERNING LAW; CONSENT TO JURISDICTION

  	
   

  
	
   

  	
  (j)

  	
  Severability

  	
   

  
	
   

  	
  (k)

  	
  Rules of Construction

  	
   

  
	
   

  	
  (l)

  	
  Entire Agreement

  	
   

  
	
   

  	
  (m)

  	
  Further Assurances

  	
   

  
	
   

  	
  (n)

  	
  Other Agreements

  	
   

  



 


ii

















 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated April 2, 2003  (this “Agreement”), among SSA
Global Technologies, Inc., a Delaware corporation (the “Company”),
General Atlantic Partners 76, L.P., a Delaware limited partnership (“GAP LP”),
GAP Coinvestment Partners II, L.P., a Delaware limited partnership (“GAP
Coinvestment”), GapStar, LLC, a Delaware limited liability company (“GapStar”),
GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”),
SSA Investor, LLC, a Delaware limited liability company (“SSA Investor”),
SSA Warrant Holdings, LLC, a Delaware limited liability company (“Senior Warrantholder”),
Ableco, L.L.C., a Delaware limited liability company (“Ableco”),
Cerberus Partners, L.P., a Delaware limited partnership (“Cerberus Partners”),
Cerberus Institutional Partners, L.P., a Delaware limited partnership (“Cerberus
Institutional Partners”) and Madeleine L.L.C., a New York limited liability
company (“Madeleine”).


 


WHEREAS, pursuant to the Stock Purchase Agreement, dated March 10,
2003 (the “Stock Purchase Agreement”), among the Company, GAP LP, GAP
Coinvestment, GapStar, GmbH Coinvestment and Cerberus Capital Management, L.P.,
the Company has agreed to issue and sell to GAP LP, GAP Coinvestment, GapStar
and GmbH Coinvestment an aggregate of 750,000 shares of Series A Cumulative
Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series
A Preferred Stock”);


 


WHEREAS, pursuant to the Securities Exchange Agreement dated as of
April 2, 2003, by and among SSA Investor, Senior Warrantholder, Ableco,
Cerberus Partners, Cerberus Institutional Partners, Madeleine and the Company,
SSA Investor, Senior Warrantholder, Ableco, Cerberus Partners, Cerberus
Institutional Partners and Madeleine have agreed to exchange all of the
existing equity securities and $10,000,000 of indebtedness of the Company for
an aggregate of 2,250,000 shares of Series A Preferred Stock;


 


WHEREAS, concurrently herewith, the Company, GAP LP, GAP Coinvestment,
GapStar, GmbH Coinvestment and the Major Stockholders are entering into the
Stockholders Agreement (as hereinafter defined), pursuant to which the parties
thereto have agreed to, among other things, certain first offer and tag-along
rights, preemptive rights and certain corporate governance rights and
obligations; and


 


WHEREAS, in order to induce each of GAP LP, GAP Coinvestment, GapStar
and GmbH Coinvestment to purchase its shares of Series A Preferred Stock, and
to induce the parties hereto to enter into the Stockholders Agreement, the
Company has agreed to grant registration rights with respect to the Registrable
Securities (as hereinafter defined) as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 

















 


1.  Definitions.  As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:


 


“Ableco” has the meaning set forth in the preamble to this
Agreement.


 


“Affiliate” shall mean any Person who is an “affiliate” as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.  In addition, the following shall
be deemed to be Affiliates of GAP Coinvestment, GAP LP, GapStar and GmbH
Coinvestment:  (a) GAP LLC, the members
of GAP LLC, GmbH Management, the shareholders of GmbH Management, the limited
partners of each of GAP Coinvestment, GAP LP and GmbH Coinvestment, and the
members of GapStar; (b) any Affiliate of GAP LLC, the members of GAP LLC, the
limited partners of GAP Coinvestment or GmbH Coinvestment, or the members of
GapStar; and (c) any limited liability company or partnership a majority of
whose members or partners, as the case may be, are members or former members of
GAP LLC or consultants or key employees of General Atlantic Service
Corporation, a Delaware corporation and an Affiliate of GAP LLC.  In addition, GAP LP, GAP Coinvestment,
GapStar and GmbH Coinvestment shall be deemed to be Affiliates of one another.  In addition, the members and general or limited
partners of each Major Stockholder that is controlled by Stephen A. Feinberg
shall be deemed to be Affiliates of such Major Stockholder.


 


“Agreement” means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.


 


“Approved Underwriter” has the meaning set forth in
Section 3(f) of this Agreement.


 


“Board of Directors” means the Board of Directors of the
Company.


 


“Business Day” means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.


 


“Cerberus Institutional Partners” has the meaning set forth in
the preamble to this Agreement.


 


“Cerberus Partners” has the meaning set forth in the preamble to
this Agreement.


 


“Claim” has the meaning set forth in Section 8(c) of this
Agreement.


 


“Closing Price” means, with respect to the Registrable
Securities, as of the date of determination, (a) if the Registrable Securities
are listed on a national securities exchange, the closing price per share of a
Registrable Security on such date published in The Wall Street Journal
(National Edition) or, if no such closing price on such date is published
in The Wall Street Journal (National Edition), the average of the closing
bid and asked prices on such date, as officially reported on the principal
national securities 


 


2

















 


exchange on which the Registrable Securities are then listed or
admitted to trading; or (b) if the Registrable Securities are not then listed
or admitted to trading on any national securities exchange but are designated
as national market system securities by the NASD, the last trading price per
share of a Registrable Security on such date; or (c) if there shall have been
no trading on such date or if the Registrable Securities are not designated as
national market system securities by the NASD, the average of the reported
closing bid and asked prices of the Registrable Securities on such date as shown
by The Nasdaq Stock Market, Inc. (or its successor) and reported by any member
firm of The New York Stock Exchange, Inc. selected by the Company; or (d) if
none of (a), (b) or (c) is applicable, a market price per share determined in
good faith by the Board of Directors or, if such determination is not
satisfactory to the Designated Holder for whom such determination is being
made, by a nationally recognized investment banking firm selected by the
Company and such Designated Holder, the expenses for which shall be borne
equally by the Company and such Designated Holder.  If trading is conducted on a continuous basis on any exchange,
then the closing price shall be at 4:00 P.M. New York City time.


 


“Commission” means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.


 


“Common Stock” means the Common Stock, par value $.01 per share,
of the Company or any other capital stock of the Company into which such stock
is reclassified or reconstituted.


 


“Common Stock Equivalents” means any security or obligation
which is by its terms, directly or indirectly, convertible into or exchangeable
or exercisable for shares of Common Stock, including, without limitation the
Series A Preferred Stock, and any option, warrant or other subscription or
purchase right with respect to Common Stock or any Common Stock Equivalent.


 


“Company” has the meaning set forth in the preamble to this
Agreement.


 


“Company Underwriter” has the meaning set forth in
Section 4(a) of this Agreement.


 


“Demand Registration” has the meaning set forth in
Section 3(a) of this Agreement.


 


“Designated Holder” means each of the General Atlantic
Stockholders, the Major Stockholders and any transferee of any of them to whom
Registrable Securities have been transferred in accordance with
Section 10(f) of this Agreement, other than a transferee to whom
Registrable Securities have been transferred pursuant to a Registration
Statement under the Securities Act or Rule 144 or Regulation S under the Securities
Act (or any successor rule thereto).


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.


 


3

















 


“GAP Coinvestment” has the meaning set forth in the preamble to
this Agreement.


 


“GAP LLC” means General Atlantic Partners, LLC, a Delaware
limited liability company and the general partner of GAP LP and the managing
member of GapStar and any successor to such entity.


 


“GAP LP” has the meaning set forth in the preamble to this
Agreement.


 


“GapStar” has the meaning set forth in the preamble to this
Agreement.


 


“General Atlantic Stockholders” means GAP LP, GAP Coinvestment,
GapStar, GmbH Coinvestment, any Subsequent General Atlantic Purchaser and any
Permitted Transferee (as defined in the Stockholders Agreement) thereof to whom
Registrable Securities are transferred in accordance with Section 2.2 of
the Stockholders Agreement (so long as such agreement is in effect) and Section 10(f)
of this Agreement.


 


“GmbH Coinvestment” has the meaning set forth in the preamble to
this Agreement.


 


“GmbH Management” means GAPCO Management GmbH, a German company
with limited liability and the general partner of GmbH Coinvestment, and any
successor to such entity.


 


“Holders’ Counsel” has the meaning set forth in
Section 7(a)(i) of this Agreement.


 


“Incidental Registration” has the meaning set forth in
Section 4(a) of this Agreement.


 


“Indemnified Party” has the meaning set forth in
Section 8(c) of this Agreement.


 


“Indemnifying Party” has the meaning set forth in
Section 8(c) of this Agreement.


 


“Initial Public Offering” means the initial public offering of
the shares of Common Stock of the Company pursuant to an effective Registration
Statement filed under the Securities Act.


 


“Initiating Holders” has the meaning set forth in
Section 3(a) of this Agreement.


 


“Inspector” has the meaning set forth in Section 7(a)(vii)
of this Agreement.


 


“IPO Effectiveness Date” means the date upon which the Company
closes its Initial Public Offering.


 


4

















 


“Liability” has the meaning set forth in Section 8(a) of
this Agreement.


 


“Madeleine” has the meaning set forth in the preamble to this
Agreement.


 


“Major Stockholders” means SSA Investor, Senior Warrantholder,
Ableco, Cerberus Partners, Cerberus Institutional Partners, Madeleine, any
Subsequent Cerberus Purchaser and any Permitted Transferee (as defined in the
Stockholders Agreement) thereof to whom Registrable Securities are transferred
in accordance with Section 2.2 of the Stockholders Agreement (so long as
such agreement is in effect) and Section 10(f) of this Agreement.


 


“Market Price” means, on any date of determination, the average
of the daily Closing Price of the Registrable Securities for the immediately
preceding thirty (30) days on which the national securities exchanges are open
for trading.


 


“NASD” means the National Association of Securities Dealers,
Inc.


 


“Permitted Transferee” has the meaning ascribed to it in the Stockholders
Agreement.


 


“Person” means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, government (or
an agency or political subdivision thereof) or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.


 


“Records” has the meaning set forth in Section 7(a)(vii) of
this Agreement.


 


“Registrable Securities” means each of the following:  (a) any and all shares of Common Stock owned
by the Designated Holders or issued or issuable upon conversion of shares of
Series A Preferred Stock and any shares of Common Stock issued or issuable upon
conversion of any shares of preferred stock or exercise of any warrants
acquired by any of the Designated Holders after the date hereof, (b) any other
shares of Common Stock acquired or owned by any of the Designated Holders prior
to the IPO Effectiveness Date, or acquired or owned by any of the Designated
Holders after the IPO Effectiveness Date if such Designated Holder is an
Affiliate of the Company and (c) any shares of Common Stock issued or issuable
to any of the Designated Holders with respect to the Registrable Securities by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization or
otherwise and any shares of Common Stock or voting common stock issuable upon
conversion, exercise or exchange thereof.


 


“Registration Expenses” has the meaning set forth in
Section 7(d) of this Agreement.


 


5

















 


“Registration Statement” means a registration statement filed
pursuant to the Securities Act.


 


“S-3 Initiating Holders” has the meaning set forth in
Section 5(a) of this Agreement.


 


“S-3 Registration” has the meaning set forth in
Section 5(a) of this Agreement.


 


“Securities Act” means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.


 


“Senior Warrantholder” has the meaning set forth in the preamble
to this Agreement.


 


“Series A Preferred Stock” has the meaning set forth in the
recitals to this Agreement.


 


“SSA Investor” has the meaning set forth in the preamble to this
Agreement.


 


“Stock Purchase Agreement” has the meaning set forth in the
recitals to this Agreement.


 


 “Stockholders Agreement”
means the Stockholders Agreement, dated the date hereof, among the Company, GAP
LP, GAP Coinvestment, GapStar and the Major Stockholders.


 


“Subsequent Cerberus Purchaser” means any Affiliate of Cerberus
Capital Management, L.P. that, after the date hereof, acquires any shares of
Common Stock, Series A Preferred Stock or Common Stock Equivalents.


 


“Subsequent General Atlantic Purchaser” means any Affiliate of
GAP LLC that, after the date hereof, acquires any shares of Common Stock,
Series A Preferred Stock or Common Stock Equivalents.


 


 “Valid Business Reason”
has the meaning set forth in Section 3(a) of this Agreement.


 


2.  General; Securities Subject to this
Agreement.


 


(a)  Grant
of Rights.  The Company hereby
grants registration rights to the Designated Holders upon the terms and
conditions set forth in this Agreement.


 


(b)  Registrable Securities.  For the purposes of this Agreement,
Registrable Securities will cease to be Registrable Securities, when (i) a
Registration Statement covering such Registrable Securities has been declared
effective under the 


 


6

















 


Securities Act
by the Commission and such Registrable Securities have been disposed of
pursuant to such effective Registration Statement, (ii) (x) the entire amount
of the Registrable Securities owned by a Designated Holder may be sold in a
single sale, in the opinion of counsel satisfactory to the Company and such
Designated Holder, each in their reasonable judgment, without any limitation as
to volume pursuant to Rule 144 (or any successor provision then in effect)
under the Securities Act and (y) such Designated Holder owning such Registrable
Securities owns less than one percent (1%) of the outstanding shares of Common
Stock on a fully diluted basis, or (iii) the Registrable Securities are
proposed to be sold or distributed by a Person not entitled to the registration
rights granted by this Agreement.


 


(c)  Holders of Registrable Securities.  A Person is deemed to be a holder of
Registrable Securities whenever such Person owns of record Registrable
Securities, or holds an option to purchase, or a security convertible into or
exercisable or exchangeable for, Registrable Securities whether or not such
acquisition or conversion has actually been effected.  If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable
Securities, the Company may act upon the basis of the instructions, notice or
election received from the registered owner of such Registrable
Securities.  Registrable Securities
issuable upon exercise of an option or upon conversion of another security
shall be deemed outstanding for the purposes of this Agreement.


 


3.  Demand
Registration.


 


(a)  Request for Demand Registration.  At any time commencing six months after the
IPO Effectiveness Date, (i) the General Atlantic Stockholders as a group, acting
through GAP LLC or its written designee or (ii) Major Stockholders holding a
majority of the Registrable Securities held by all of the Major Shareholders
(in either case, the party or parties making the request shall be referred to
as the “Initiating Holder(s)”), may make a written request to the
Company to register, and the Company shall register, under the Securities Act
(other than pursuant to a Registration Statement on Form S-4 or S-8 or any
successor thereto) (a “Demand  Registration”), the number of
Registrable Securities stated in such request; provided, however,
that the Company shall not be obligated to effect (x) more than two such Demand
Registrations for the General Atlantic Stockholders and more than five such
Demand Registrations for the Major Stockholders and (y) a Demand Registration
if the Initiating Holders propose to sell their Registrable Securities at an
aggregate price (calculated based upon the Market Price of the Registrable
Securities on the date of filing of the Registration Statement with respect to
such Registrable Securities) to the public of less than $10,000,000.  For purposes of the preceding sentence, two
or more Registration Statements filed in response to one demand shall be counted
as one Demand Registration.  If the Board
of Directors, in its good faith judgment, determines that any registration of
Registrable Securities should not be made or continued because it would
materially interfere with any material financing, acquisition, corporate
reorganization or merger or other material transaction involving the Company (a
“Valid Business Reason”), the Company may (x) postpone filing a
Registration Statement relating to a Demand Registration until such Valid
Business Reason no longer exists, but in no event for more than ninety (90)
days, and (y) in case a 


 


7

















 


Registration
Statement has been filed relating to a Demand Registration, if the Valid
Business Reason has not resulted from actions taken by the Company, the
Company, upon the approval of a majority of the Board of Directors, such
majority to include at least one General Atlantic Director and at least one
Cerberus Director (each as defined in the Stockholders Agreement), may cause
such Registration Statement to be withdrawn and its effectiveness terminated or
may postpone amending or supplementing such Registration Statement.  The Company shall give written notice of its
determination to postpone or withdraw a Registration Statement and of the fact
that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof.  Notwithstanding anything to the contrary
contained herein, the Company may not postpone or withdraw a filing under this
Section 3(a) more than once in any twelve (12) month period.  Each request for a Demand Registration by
the Initiating Holders shall state the amount of the Registrable Securities
proposed to be sold and the intended method of disposition thereof.


 


(b)  Incidental or “Piggy-Back” Rights
with Respect to a Demand Registration.  Each of the Designated Holders (other than Initiating Holders
which have requested a registration under Section 3(a)) may offer its or
his Registrable Securities under any Demand Registration pursuant to this
Section 3(b).  Within five (5) days
after the receipt of a request for a Demand Registration from an Initiating
Holder, the Company shall (i) give written notice thereof to all of the
Designated Holders (other than Initiating Holders which have requested a
registration under Section 3(a)) and (ii) subject to Section 3(e),
include in such registration all of the Registrable Securities held by such
Designated Holders from whom the Company has received a written request for
inclusion therein within ten (10) days of the receipt by such Designated
Holders of such written notice referred to in clause (i) above.  Each such request by such Designated Holders
shall specify the number of Registrable Securities proposed to be
registered.  The failure of any Designated
Holder to respond within such 10-day period referred to in clause (ii) above
shall be deemed to be a waiver of such Designated Holder’s rights under this
Section 3 with respect to such Demand Registration.  Any Designated Holder may waive its rights under
this Section 3 prior to the expiration of such 10-day period by giving
written notice to the Company, with a copy to the Initiating Holders.  If a Designated Holder sends the Company a
written request for inclusion of part or all of such Designated Holder’s
Registrable Securities in a registration, such Designated Holder shall not be
entitled to withdraw or revoke such request without the prior written consent
of the Company in its sole discretion unless, as a result of facts or
circumstances arising after the date on which such request was made relating to
the Company or to market conditions, such Designated Holder reasonably
determines that participation in such registration would have a material
adverse effect on such Designated Holder.


 


(c)  Effective Demand Registration.  The Company shall use its reasonable best
efforts to cause any such Demand Registration to become and remain effective
not later than sixty (60) days after it receives a request under
Section 3(a) hereof.  A
registration shall not constitute a Demand Registration until it has become
effective and remains continuously effective for the lesser of (i) the period
during which all Registrable Securities registered in the Demand Registration
are sold and (ii) 120 days; provided, however, that a
registration shall not constitute a Demand 


 


8

















 


Registration
if (x) after such Demand Registration has become effective, such registration
or the related offer, sale or distribution of Registrable Securities thereunder
is interfered with by any stop order, injunction or other order or requirement
of the Commission or other governmental agency or court for any reason not
attributable to the Initiating Holders and such interference is not thereafter
eliminated or (y) the conditions specified in the underwriting agreement, if
any, entered into in connection with such Demand Registration are not satisfied
or waived, other than by reason of a failure by the Initiating Holder.


 


(d)  Expenses.  The Company shall pay all Registration
Expenses in connection with a Demand Registration, whether or not such Demand
Registration becomes effective.


 


(e)  Underwriting Procedures.  If the Company or the Initiating Holders
holding a majority of the Registrable Securities held by all of the Initiating
Holders so elect, the Company shall use its reasonable best efforts to cause
such Demand Registration to be in the form of a firm commitment underwritten
offering and the managing underwriter or underwriters selected for such
offering shall be the Approved Underwriter selected in accordance with
Section 3(f).  In connection with
any Demand Registration under this Section 3 involving an underwritten
offering, none of the Registrable Securities held by any Designated Holder making
a request for inclusion of such Registrable Securities pursuant to
Section 3(b) hereof shall be included in such underwritten offering unless
such Designated Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in
such quantity as will not, in the opinion of the Approved Underwriter,
jeopardize the success of such offering by the Initiating Holders.  If the Approved Underwriter advises the
Company that the aggregate amount of such Registrable Securities requested to
be included in such offering is sufficiently large to have a material adverse
effect on the success of such offering, then the Company shall include in such
registration only the aggregate amount of Registrable Securities that the
Approved Underwriter believes may be sold without any such material adverse
effect and shall reduce the amount of Registrable Securities to be included in
such registration, first as to the Company, second as to the
Designated Holders (who are not Initiating Holders and who requested to
participate in such registration pursuant to Section 3(b) hereof) as a
group, if any, and third as to the Initiating Holders as a group, pro
rata within each group based on the number of Registrable Securities owned by
each such Designated Holder or Initiating Holder, as the case may be.


 


(f)  Selection of Underwriters.  If any Demand Registration or S-3
Registration, as the case may be, of Registrable Securities is in the form of
an underwritten offering, the Company shall select and obtain an investment
banking firm of national reputation to act as the managing underwriter of the
offering (the “Approved  Underwriter”); provided, however,
that the Approved Underwriter shall, in any case, also be approved by the
Initiating Holders or S-3 Initiating Holders, as the case may be.


 


9

















 


4.  Incidental or “Piggy-Back”
Registration.


 


(a)  Request for Incidental Registration.  At any time after the IPO Effectiveness Date,
if the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering by the Company for its own account (other than
a Registration Statement on Form S-4 or S-8 or any successor thereto) or for
the account of any stockholder of the Company other than the Designated
Holders, then the Company shall give written notice of such proposed filing to
each of the Designated Holders at least twenty (20) days before the anticipated
filing date, and such notice shall describe the proposed registration and
distribution and offer such Designated Holders the opportunity to register the
number of Registrable Securities as each such Designated Holder may request (an
“Incidental Registration”).  The
Company shall use its reasonable best efforts (within twenty (20) days of the
notice provided for in the preceding sentence) to cause the managing
underwriter or underwriters in the case of a proposed underwritten offering
(the “Company Underwriter”) to permit each of the Designated Holders who
have requested in writing to participate in the Incidental Registration to
include its or his Registrable Securities in such offering on the same terms
and conditions as the securities of the Company or the account of such other
stockholder, as the case may be, included therein.  In connection with any Incidental Registration under this
Section 4(a) involving an underwritten offering, the Company shall not be
required to include any Registrable Securities in such underwritten offering
unless the Designated Holders thereof accept the terms of the underwritten
offering as agreed upon between the Company, such other stockholders, if any,
and the Company Underwriter, and then only in such quantity as the Company
Underwriter believes will not jeopardize the success of the offering by the
Company.  If the Company Underwriter
determines that the registration of all or part of the Registrable Securities
which the Designated Holders have requested to be included would materially
adversely affect the success of such offering, then the Company shall be
required to include in such Incidental Registration, to the extent of the
amount that the Company Underwriter believes may be sold without causing such
adverse effect, first, all of the securities to be offered for the
account of the Company; second, the Registrable Securities to be offered
for the account of the Designated Holders pursuant to this Section 4, pro
rata based on the number of Registrable Securities owned by each such
Designated Holder; and third, any other securities requested to be
included in such offering.


 


(b)  Expenses.  The Company shall bear all Registration
Expenses in connection with any Incidental Registration pursuant to this
Section 4, whether or not such Incidental Registration becomes effective.


 


5.  Form
S-3 Registration.


 


(a)  Request for a Form S-3 Registration.  Upon the Company becoming eligible for use
of Form S-3 (or any successor form thereto) under the Securities Act in
connection with a public offering of its securities, in the event that the
Company shall receive from one or more of the General Atlantic Stockholders as
a group, acting through GAP LLC or its written designee or the Major
Stockholders holding a majority of the Registrable Securities held by all of
the Major Stockholders (the “S-3 Initiating Holders”), a written request
that the Company register, under the Securities Act on Form S-3 (or any
successor form then in effect) (an “S-3 Registration”), all or a 


 


10

















 


portion of the Registrable Securities owned by such S-3 Initiating
Holders, the Company shall give written notice of such request to all of the
Designated Holders (other than S-3 Initiating Holders which have requested an
S-3 Registration under this Section 5(a)) at least ten (10) days before
the anticipated filing date of such Form S-3, and such notice shall describe
the proposed registration and offer such Designated Holders the opportunity to
register the number of Registrable Securities as each such Designated Holder
may request in writing to the Company, given within ten (10) days after their
receipt from the Company of the written notice of such registration.  If requested by the S-3 Initiating Holders
such S-3 Registration shall be for an offering on a continuous basis pursuant
to Rule 415 under the Securities Act. With respect to each S-3 Registration,
the Company shall, subject to Section 5(b), (i) include in such offering
the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable
best efforts to (x) cause such registration pursuant to this Section 5(a)
to become and remain effective as soon as practicable, but in any event not
later than sixty (60) days after it receives a request therefor and (y) include
in such offering the Registrable Securities of the Designated Holders (other
than S-3 Initiating Holders which have requested an S-3 Registration under this
Section 5(a)) who have requested in writing to participate in such
registration on the same terms and conditions as the Registrable Securities of
the S-3 Initiating Holders included therein.


 


(b)  Form S-3 Underwriting Procedures.  If the S-3 Initiating Holders holding a
majority of the Registrable Securities held by all of the S-3 Initiating
Holders so elect, the Company shall use its reasonable best efforts to cause
such S-3 Registration pursuant to this Section 5 to be in the form of a
firm commitment underwritten offering and the managing underwriter or
underwriters selected for such offering shall be the Approved Underwriter
selected in accordance with Section 3(f). 
In connection with any S-3 Registration under Section 5(a)
involving an underwritten offering, the Company shall not be required to
include any Registrable Securities in such underwritten offering unless the
Designated Holders thereof accept the terms of the underwritten offering as
agreed upon between the Company, the Approved Underwriter and the S-3
Initiating Holders, and then only in such quantity as such underwriter believes
will not jeopardize the success of such offering by the S-3 Initiating
Holders.  If the Approved Underwriter
believes that the registration of all or part of the Registrable Securities
which the S-3 Initiating Holders and the other Designated Holders have
requested to be included would materially adversely affect the success of such
public offering, then the Company shall be required to include in the
underwritten offering, to the extent of the amount that the Approved
Underwriter believes may be sold without causing such adverse effect, first,
all of the Registrable Securities to be offered for the account of the S-3
Initiating Holders, pro rata based on the number of Registrable Securities
owned by such S-3 Initiating Holders; second, the Registrable Securities
to be offered for the account of the other Designated Holders who requested
inclusion of their Registrable Securities pursuant to Section 5(a), pro
rata based on the number of Registrable Securities owned by such Designated
Holders; and third, any other securities requested to be included in
such offering.


 


(c)  Limitations on Form S-3
Registrations.  If the Board of
Directors has a Valid Business Reason, the Company may (x) postpone filing a 


 


11

















 


Registration
Statement relating to a S-3 Registration until such Valid Business Reason no
longer exists, but in no event for more than ninety (90) days, and (y) in case
a Registration Statement has been filed relating to a S-3 Registration, if the
Valid Business Reason has not resulted from actions taken by the Company, the
Company, upon the approval of a majority of the Board of Directors, such
majority to include at least one General Atlantic Director (as defined in the
Stockholders Agreement), may cause such Registration Statement to be withdrawn
and its effectiveness terminated or may postpone amending or supplementing such
Registration Statement.  The Company
shall give written notice of its determination to postpone or withdraw a
Registration Statement and of the fact that the Valid Business Reason for such
postponement or withdrawal no longer exists, in each case, promptly after the
occurrence thereof.  Notwithstanding
anything to the contrary contained herein, the Company may not postpone or
withdraw a filing due to a Valid Business Reason more than once in any twelve
(12) month period.  In addition, the
Company shall not be required to effect any registration pursuant to
Section 5(a), (i) within ninety (90) days after the effective date of any
other Registration Statement of the Company, (ii) if within the twelve (12)
month period preceding the date of such request, the Company has effected two
(2) registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3
is not available for such offering by the S-3 Initiating Holders or (iv) if the
S-3 Initiating Holders, together with the Designated Holders (other than S-3
Initiating Holders which have requested an S-3 Registration under
Section 5(a)) registering Registrable Securities in such registration,
propose to sell their Registrable Securities at an aggregate price (calculated
based upon the Market Price of the Registrable Securities on the date of filing
of the Form S-3 with respect to such Registrable Securities) to the public of
less than $5,000,000.


 


(d)  Expenses.  The Company shall bear all Registration
Expenses in connection with any S-3 Registration pursuant to this
Section 5, whether or not such S-3 Registration become effective.


 


(e)  No Demand Registration.  No registration requested by any S-3
Initiating Holder pursuant to this Section 5 shall be deemed a Demand
Registration pursuant to Section 3.


 


6.  Holdback
Agreements.


 


(a)  Restrictions on Public Sale by
Designated Holders.  To
the extent (i) requested (A) by any of (x) the Company or (y) the Initiating
Holders or S-3 Initiating Holders holding a majority of the Registrable
Securities initially requested to be included in a registration effected
pursuant to Section 3(a) or Section 5 hereof, as the case may be, in
the case of a non-underwritten public offering and (B) by the Approved
Underwriter or the Company Underwriter, as the case may be, in the case of an
underwritten public offering and (ii) all of the Company’s officers, directors
and holders in excess of one percent (1%) of its outstanding capital stock
execute agreements identical to those referred to in this Section 6(a),
each Designated Holder agrees (x) not to effect any public sale or distribution
of any Registrable Securities or of any securities convertible into or
exchangeable or exercisable for such Registrable Securities, including a sale
pursuant to Rule 144 under the Securities Act, or offer to sell, contract to
sell 


 


12

















 


(including
without limitation any short sale), grant any option to purchase or enter into
any hedging or similar transaction with the same economic effect as a sale any
Registrable Securities and (y) not to make any request for a Demand
Registration or S-3 Registration under this Agreement, during the ninety (90)
day period or such shorter period, if any, mutually agreed upon by such
Designated Holder and the requesting party beginning on the effective date of
the Registration Statement (except as part of such registration) for such
public offering.  No Designated Holder
of Registrable Securities subject to this Section 6(a) shall be released
from any obligation under any agreement, arrangement or understanding entered
into pursuant to this Section 6(a) unless all other Designated Holders of
Registrable Securities subject to the same obligation are also released.


 


(b)  Restrictions on Public Sale by
the Company.  The Company
agrees not to effect any public sale or distribution of any of its securities,
or any securities convertible into or exchangeable or exercisable for such
securities (except pursuant to registrations on Form S-4 or S-8 or any
successor thereto), during the period beginning on the effective date of any
Registration Statement in which the Designated Holders of Registrable
Securities are participating and ending on the earlier of (i) the date on which
all Registrable Securities registered on such Registration Statement are sold
and (ii) 120 days after the effective date of such Registration Statement
(except as part of such registration).


 


7.  Registration Procedures.


 


(a)  Obligations of the Company.  Whenever registration of Registrable
Securities has been requested pursuant to Section 3, Section 4 or
Section 5 of this Agreement, the Company shall use its reasonable best
efforts to effect the registration and sale of such Registrable Securities in
accordance with the intended method of distribution thereof as quickly as
practicable, and in connection with any such request, the Company shall, as
expeditiously as possible:


 


(i)            prepare
and file with the Commission a Registration Statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of such Registrable Securities
in accordance with the intended method of distribution thereof, and cause such
Registration Statement to become effective; provided, however,
that (x) before filing a Registration Statement or prospectus or any amendments
or supplements thereto, the Company shall provide counsel selected by the
Designated Holders holding a majority of the Registrable Securities being
registered in such registration (“Holders’ Counsel”) and any
other Inspector with an adequate and appropriate opportunity to review and
comment on such Registration Statement and each prospectus included therein
(and each amendment or supplement thereto) to be filed with the Commission,
subject to such documents being under the Company’s control, and (y) the
Company shall notify the Holders’ Counsel and each seller of Registrable
Securities of any stop order issued or threatened by the Commission and take
all action required to prevent the entry of such stop order or to remove it if
entered;


 


13

















 


(ii)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective for the lesser of
(x) 120 days and (y) such shorter period which will terminate when all
Registrable Securities covered by such Registration Statement have been sold; provided,
that if the S-3 Initiating Holders have requested that an S-3 Registration be
for an offering on a continuous basis pursuant to Rule 415 under the Securities
Act, then the Company shall keep such Registration Statement effective until
all Registrable Securities covered by such Registration Statement have been
sold; and shall comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Registration Statement
during such period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement;


 


(iii)          furnish
to each seller of Registrable Securities, prior to filing a Registration Statement,
at least one copy of such Registration Statement as is proposed to be filed,
and thereafter such number of copies of such Registration Statement, each
amendment and supplement thereto (in each case including all exhibits thereto),
and the prospectus included in such Registration Statement (including each
preliminary prospectus) and any prospectus filed under Rule 424 under the
Securities Act as each such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;


 


(iv)          register
or qualify such Registrable Securities under such other securities or “blue
sky” laws of such jurisdictions as any seller of Registrable Securities may
request, and to continue such qualification in effect in such jurisdiction for
as long as permissible pursuant to the laws of such jurisdiction, or for as
long as any such seller requests or until all of such Registrable Securities
are sold, whichever is shortest, and do any and all other acts and things which
may be reasonably necessary or advisable to enable any such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller; provided, however, that the Company shall
not be required to (x) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this
Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction
or (z) consent to general service of process in any such jurisdiction;


 


(v)           notify
each seller of Registrable Securities at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such Registration Statement contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and the Company shall promptly
prepare a supplement or amendment to such prospectus and furnish to each seller
of Registrable Securities a reasonable number of copies of such supplement to
or an amendment of such prospectus as may be necessary so that, after delivery
to the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit 


 


14

















 


to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;


 


(vi)          enter
into and perform customary agreements (including an underwriting agreement in
customary form with the Approved Underwriter or Company Underwriter, if any,
selected as provided in Section 3, Section 4 or Section 5, as
the case may be) and take such other actions as are prudent and reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities, including causing its officers to participate in “road shows” and
other information meetings organized by the Approved Underwriter or Company
Underwriter;


 


(vii)         make
available at reasonable times for inspection by any seller of Registrable
Securities, any managing underwriter participating in any disposition of such
Registrable Securities pursuant to a Registration Statement, Holders’ Counsel
and any attorney, accountant or other agent retained by any such seller or any
managing underwriter (each, an “Inspector” and collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties
of the Company and its subsidiaries (collectively, the “Records”) as
shall be reasonably necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s and its subsidiaries’ officers, directors and
employees, and the independent public accountants of the Company, to supply all
information reasonably requested by any such Inspector in connection with such
Registration Statement.  Records that
the Company determines, in good faith, to be confidential and which it notifies
the Inspectors are confidential shall not be disclosed by the Inspectors (and
the Inspectors shall confirm their agreement in writing in advance to the
Company if the Company shall so request) unless (x) the disclosure of such
Records is necessary, in the Company’s judgment, to avoid or correct a
misstatement or omission in the Registration Statement, (y) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction after exhaustion of all appeals therefrom or (z) the
information in such Records was known to the Inspectors on a non-confidential
basis prior to its disclosure by the Company or has been made generally
available to the public.  Each seller of
Registrable Securities agrees that it shall, upon learning that disclosure of
such Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company’s expense, to undertake
appropriate action to prevent disclosure of the Records deemed confidential;


 


(viii)        if
such sale is pursuant to an underwritten offering, obtain a “cold comfort”
letters dated the effective date of the Registration Statement and the date of
the closing under the underwriting agreement from the Company’s independent
public accountants in customary form and covering such matters of the type
customarily covered by “cold comfort” letters as Holders’ Counsel or the
managing underwriter reasonably requests;


 


(ix)           furnish,
at the request of any seller of Registrable Securities on the date such
securities are delivered to the underwriters for sale pursuant to such
registration or, if such securities are not being sold through underwriters, on
the date the Registration Statement with respect to such securities becomes
effective, an opinion, 


 


15

















 


dated such date, of counsel representing the Company for the purposes
of such registration, addressed to the underwriters, if any, and to the seller
making such request, covering such legal matters with respect to the
registration in respect of which such opinion is being given as the
underwriters, if any, and such seller may reasonably request and are
customarily included in such opinions;


 


(x)            comply
with all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable but no later than
fifteen (15) months after the effective date of the Registration Statement, an
earnings statement covering a period of twelve (12) months beginning after the
effective date of the Registration Statement, in a manner which satisfies the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(xi)           cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed, provided
that the applicable listing requirements are satisfied;


 


(xii)          keep
Holders’ Counsel advised in writing as to the initiation and progress of any
registration under Section 3, Section 4 or Section 5 hereunder;


 


(xiii)         cooperate
with each seller of Registrable Securities and each underwriter participating
in the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with the NASD; and


 


(xiv)        take
all other steps reasonably necessary to effect the registration of the
Registrable Securities contemplated hereby.


 


(b)  Seller Information.  The Company may require each seller of
Registrable Securities as to which any registration is being effected to
furnish, and such seller shall furnish, to the Company such information
regarding the distribution of such securities as the Company may from time to
time reasonably request in writing.


 


(c)  Notice to Discontinue.  Each Designated Holder agrees that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 7(a)(v), such Designated Holder shall forthwith
discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Designated Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 7(a)(v) and, if so directed by the Company, such Designated Holder
shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Designated Holder’s possession, of the
prospectus covering such Registrable Securities which is current at the time of
receipt of such notice.  If the Company
shall give any such notice, the Company shall extend the period during which
such Registration Statement shall be maintained effective pursuant to this
Agreement (including, without limitation, the period referred to in
Section 7(a)(ii)) by the number of days during the period from and 


 


16

















 


including the
date of the giving of such notice pursuant to Section 7(a)(v) to and
including the date when sellers of such Registrable Securities under such
Registration Statement shall have received the copies of the supplemented or
amended prospectus contemplated by and meeting the requirements of
Section 7(a)(v).


 


(d)  Registration Expenses.  The Company shall pay all expenses arising
from or incident to its performance of, or compliance with, this Agreement,
including, without limitation, (i) Commission, stock exchange and NASD
registration and filing fees, (ii) all fees and expenses incurred in complying
with securities or “blue sky” laws (including reasonable fees, charges and
disbursements of counsel to any underwriter incurred in connection with “blue
sky” qualifications of the Registrable Securities as may be set forth in any underwriting
agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees,
charges and expenses of counsel to the Company and of its independent public
accountants and any other accounting fees, charges and expenses incurred by the
Company (including, without limitation, any expenses arising from any “cold
comfort” letters or any special audits incident to or required by any
registration or qualification) and any legal fees, charges and expenses
incurred, in the case of a Demand Registration or an S-3 Registration, by the
Initiating Holders or the S-3 Initiating Holders, as the case may be, and (v)
any liability insurance or other premiums for insurance obtained in connection
with any Demand Registration or piggy-back registration thereon, Incidental
Registration or S-3 Registration pursuant to the terms of this Agreement,
regardless of whether such Registration Statement is declared effective.  All of the expenses described in the
preceding sentence of this Section 7(d) are referred to herein as
“Registration Expenses.”  The Designated
Holders of Registrable Securities sold pursuant to a Registration Statement
shall bear the expense of any broker’s commission or underwriter’s discount or
commission relating to registration and sale of such Designated Holders’
Registrable Securities and, subject to clause (iv) above, shall bear the fees
and expenses of their own counsel.


 


8.  Indemnification; Contribution.


 


(a)  Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Designated Holder, its partners, directors, officers, members,
shareholders, employees, agents, affiliates and each Person who controls
(within the meaning of Section 15 of the Securities Act) such Designated
Holder from and against any and all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation) (each, a “Liability”
and collectively, “Liabilities”), arising out of or based upon any
untrue, or allegedly untrue, statement of a material fact contained in any Registration
Statement, prospectus or preliminary prospectus or notification or offering
circular (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arising out of or based upon 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 under the
circumstances such statements were made, except insofar as such Liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission contained in such Registration Statement,
preliminary prospectus or final prospectus in reliance and in conformity with
information concerning such Designated Holder furnished in writing to 


 


17

















 


the Company by
such Designated Holder expressly for use therein, including, without
limitation, the information furnished to the Company pursuant to
Section 8(b).  The Company shall
also provide customary indemnities to any underwriters of the Registrable
Securities, their officers, directors and employees and each Person who
controls such underwriters (within the meaning of Section 15 of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Designated Holders of Registrable Securities.


 


(b)  Indemnification by Designated
Holders.  In connection with any
Registration Statement in which a Designated Holder is participating pursuant
to Section 3, Section 4 or Section 5 hereof, each such
Designated Holder shall promptly furnish to the Company in writing such
information with respect to such Designated Holder as the Company may
reasonably request or as may be required by law for use in connection with any
such Registration Statement or prospectus and all information required to be
disclosed in order to make the information previously furnished to the Company
by such Designated Holder not materially misleading or necessary to cause such
Registration Statement not to omit a material fact with respect to such
Designated Holder necessary in order to make the statements therein not
misleading.  Each Designated Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
any underwriter retained by the Company, each Person who controls the Company
or such underwriter (within the meaning of Section 15 of the Securities
Act) each of the Company’s directors, each of the Company’s officers who has
signed the Registration Statement and any other Designated Holder offering or
selling securities pursuant to such Registration Statement to the same extent
as the foregoing indemnity from the Company to the Designated Holders, but only
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with information with respect to such
Designated Holder furnished in writing to the Company by such Designated Holder
expressly for use in such Registration Statement or prospectus, including,
without limitation, the information furnished to the Company pursuant to this
Section 8(b); provided, however, that the total amount to be
indemnified by such Designated Holder pursuant to this Section 8(b) shall
be limited to the net proceeds (after deducting the underwriters’ discounts and
commissions) received by such Designated Holder in the offering to which the
Registration Statement or prospectus relates.


 


(c)  Conduct of Indemnification
Proceedings.  Any Person
entitled to indemnification hereunder (the “Indemnified Party”) agrees
to give prompt written notice to the indemnifying party (the “Indemnifying
Party”) after the receipt by the Indemnified Party of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof (each, a “Claim”) made in writing for which the Indemnified
Party intends to claim indemnification or contribution pursuant to this
Agreement; provided, however, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any Liability
that it may have to the Indemnified Party hereunder (except to the extent that
the Indemnifying Party is materially prejudiced or otherwise forfeits
substantive rights or defenses by reason of such failure).  If notice of commencement of any such action
is given to the Indemnifying Party as above provided, the Indemnifying Party
shall be entitled to participate in and, to the extent it may wish, 


 


18

















 


jointly with
any other Indemnifying Party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably
satisfactory to such Indemnified Party. 
The 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 paid by the Indemnified Party unless (i) the
Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to
assume the defense of such action with counsel reasonably satisfactory to the
Indemnified Party or (iii) the named parties to any such action (including any
impleaded parties) include both the Indemnifying Party and the Indemnified
Party and such parties have been advised by such counsel that either (x) representation
of such Indemnified Party and the Indemnifying Party by the same counsel would
be inappropriate under applicable standards of professional conduct or (y)
there may be one or more legal defenses available to the Indemnified Party
which are different from or additional to those available to the Indemnifying
Party.  In any of such cases, the
Indemnifying Party shall not have the right to assume the defense of such
action on behalf of such Indemnified Party, it being understood, however, that
the Indemnifying Party shall not be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for all
Indemnified Parties.  No Indemnifying
Party shall be liable for any settlement entered into without its written
consent, which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the
prior written consent of such Indemnified Party settle, compromise or consent
to the entry of any judgment in any pending or threatened Claim relating to the
matters contemplated hereby (if such Indemnified Party is a party thereto and
indemnity has been sought hereunder by such Indemnified Party) unless such
settlement, compromise or consent includes an unconditional release of such
Indemnified Party from all liability arising or that may arise from such
Claim.  The rights accorded to an
Indemnified Party hereunder shall be in addition to any rights that any
Indemnified Party may have at common law, by separate agreement or otherwise; provided,
however, that notwithstanding the foregoing or anything to the contrary
contained in this Agreement, nothing in this Section 8 shall restrict or
limit any rights that any Indemnified Party may have to seek equitable relief.


 


(d)  Contribution.  If the indemnification provided for in this
Section 8 from the Indemnifying Party is unavailable to an Indemnified
Party hereunder in respect of any Liabilities referred to herein, then the
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
Liabilities in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions
which resulted in such Liabilities, as well as any other relevant equitable
considerations.  The relative faults of
such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a
party as a result of the Liabilities referred to above shall be deemed to
include, subject to the limitations set forth in Sections 8(a), 8(b) and 8(c),
any legal or other fees, charges or expenses reasonably incurred by such party
in connection 


 


19

















 


with any
investigation or proceeding; provided that the total amount to be
contributed by such Designated Holder shall be limited to the net proceeds
(after deducting the underwriters’ discounts and commissions) received by such
Designated Holder in the offering.


 


The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  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.


 


9.  Rule 144.  The Company covenants that from and after
the IPO Effectiveness Date it shall (a) file any reports required to be filed
by it under the Exchange Act and (b) take such further action as each
Designated Holder may reasonably request (including providing any information
necessary to comply with Rule 144 under the Securities Act), all to the extent
required from time to time to enable such Designated Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
rule may be amended from time to time, or Regulation S under the Securities Act
or (ii) any similar rules or regulations hereafter adopted by the
Commission.  The Company shall, upon the
request of any Designated Holder, deliver to such Designated Holder a written
statement as to whether it has complied with such requirements.


 


10.  Miscellaneous.


 


(a)  Recapitalizations, Exchanges, etc.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to (i) the shares of Common
Stock, (ii) any and all shares of voting common stock of the Company into which
the shares of Common Stock are converted, exchanged or substituted in any
recapitalization or other capital reorganization by the Company and (iii) any
and all equity securities of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in conversion of, in exchange for or in
substitution of, the shares of Common Stock and shall be appropriately adjusted
for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.  The Company shall cause any successor or
assign (whether by merger, consolidation, sale of assets or otherwise) to enter
into a new registration rights agreement with the Designated Holders on terms
substantially the same as this Agreement as a condition of any such
transaction.


 


(b)  No Inconsistent Agreements.  Except for registration rights set forth in
that certain Stockholders Agreement dated as of July 31, 2000 by and among
the Company and the stockholders named therein (which agreement has been
terminated and is no longer in force or effect), the Company represents and
warrants that it has not granted to any Person the right to request or require
the Company to register any 


 


20

















 


securities
issued by the Company, other than the rights granted to the Designated Holders
herein.  The Company shall not enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the Designated Holders in this Agreement or grant any
additional registration rights to any Person or with respect to any securities
which are not Registrable Securities which are prior in right to or
inconsistent with the rights granted in this Agreement, except that (x) the
Company may grant the registration rights held by (i) the General Atlantic
Stockholders to any Subsequent General Atlantic Purchaser and (ii) the Major Stockholders
to any Subsequent Cerberus Purchaser and (y) the Company may grant incidental
registration rights to Michael Greenough with respect to any securities of the
Company that he may own now or in the future, provided that such incidental
registration rights are on terms substantially similar to those set forth in
Section 4 hereof and concurrently with such grant, Michael Greenough
executes a joinder agreement to this Agreement, in form and substance
reasonably satisfactory to the Major Stockholders and the General Atlantic
Stockholders.


 


(c)  Remedies.  The Designated Holders, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
shall be entitled to specific performance of their rights under this Agreement.  The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Agreement and hereby agrees to waive in any
action for specific performance the defense that a remedy at law would be
adequate.


 


(d)  Amendments and Waivers.  Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless consented to in writing by (i) the Company, (ii) the General Atlantic
Stockholders holding Registrable Securities representing (after giving effect
to any adjustments) at least a majority of the aggregate number of Registrable
Securities owned by all of the General Atlantic Stockholders and (iii) the
Major Stockholders holding Registrable Securities representing (after giving
effect to any adjustments) at least a majority of the aggregate number of
Registrable Securities owned by all of the Major Stockholders.  Any such written consent or waiver shall be
binding upon the Company and all of the Designated Holders.  Notwithstanding the first sentence of this
Section 10(d), the Company, (A) without the consent of any other party
hereto (other than the General Atlantic Stockholders), may amend this Agreement
to add any Subsequent General Atlantic Purchaser as a party to this Agreement
as a General Atlantic Stockholder; and (B) without the consent of any other
party hereto (other than the Major Stockholders), may amend this Agreement to
add any Subsequent Cerberus Purchaser as a party to this Agreement as a Major
Stockholder.  In the event of any
amendment pursuant to either of the preceding clause (A) or clause (B), the
Company shall not later than two Business Days after such amendment, give
notice thereof to the General Atlantic Stockholders and the Major Stockholders.


 


(e)  Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be made by 


 


21

















 


registered or
certified first-class mail, return receipt requested, telecopier, courier
service or personal delivery:


 


(i)            if
to the Company:


 


SSA Global Technologies, Inc.

500 West Madison

Suite 1600

Chicago, IL  60661

Telecopy:  (312) 474-7500


Attention:  General Counsel


 


with a copy to:


 


SSA Investor, LLC

c/o Cerberus Capital Management, L.P.

450 Park Avenue

New York, NY 10022

Telecopy:  (212) 891-1540


Attention:  Mark A. Neporent

Chief Operating Officer


 


(ii)        if to GAP LP, GAP Coinvestment or GapStar:


 


c/o General Atlantic Service Corporation


3 Pickwick Plaza


Greenwich, CT  06830


Telecopy: 
(203) 622-8818


Attention:  Matthew Nimetz

Thomas J. Murphy


 


with a copy to:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telecopy:  (212) 757-3990

Attention:  Douglas A. Cifu, Esq.


 


(iii)       if to GmbH Coinvestment:


 


c/o General Atlantic Partners GmbH


Koenigsalle 88


40212 Duesseldorf


Germany


Telecopy: 
011-49-211-602-888-89


Attention: Matthew Nimetz


 


22

















 


with a copy to:


 


General Atlantic Service Corporation


3 Pickwick Plaza


Greenwich, CT  06830


Telecopy: 
(203) 622-8818


Attention:  Matthew Nimetz

Thomas J. Murphy


 


and


 


Paul, Weiss, Rifkind, Wharton & Garrison
LLP


1285 Avenue of the Americas


New York, NY 10019-6064


Telecopy: 
(212) 757-3990


Attention: 
Douglas A. Cifu, Esq.


 


(iv)       if to SSA Investor, Senior Warrantholder,
Ableco, Cerberus Partners, Cerberus Institutional Partners or Madeleine:


 


SSA Investor, LLC

c/o Cerberus Capital Management, L.P.

450 Park Avenue

New York, NY 10022

Telecopy:  (212) 891-1540


Attention:  Mark A. Neporent

Chief Operating Officer


 


with a copy to:


 


Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Telecopy:  (212) 593-5955

Attention:  Robert B. Loper,
Esq.


 


(v)        if to any other Designated Holder, at its
address as it appears on the record books of the Company.


 


All such notices, demands and other communications shall be deemed to have
been duly given when delivered by hand, if personally delivered; when delivered
by courier, if delivered by commercial courier service; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if telecopied. 
Any party may by notice given in accordance with this Section 10(e)
designate another address or Person for receipt of notices hereunder.


 


23

















 


(f)  Successors and Assigns; Third
Party Beneficiaries. 
This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of the parties hereto as hereinafter
provided.  The Demand Registration
rights and the S-3 Registration rights and related rights of the General
Atlantic Stockholders and the Major Stockholders contained in Sections 3 and 5
hereof, shall be (i) with respect to any Registrable Security that is
transferred to an Affiliate of a General Atlantic Stockholders or Major
Stockholder, as the case may be, automatically transferred to such Affiliate
and (ii) with respect to any Registrable Security that is transferred in all
cases to a non-Affiliate, transferred only with the consent of the
Company.  The incidental or “piggy-back”
registration rights of the Designated Holders contained in Sections 3(b), 4 and
5 hereof and the other rights of each of the Designated Holders with respect
thereto shall be, with respect to any Registrable Security, automatically
transferred to any Person who is the transferee of such Registrable Security,
but only if transferred in compliance with the applicable provisions of the
Stockholders Agreement.  All of the
obligations of the Company hereunder shall survive any such transfer.  Except as provided in Section 8, no
Person other than the parties hereto and their successors and permitted assigns
is intended to be a beneficiary of this Agreement.


 


(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; CONSENT TO
JURISDICTION.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.  The parties hereto
irrevocably submit to the exclusive jurisdiction of any state or federal court
sitting in the County of New York, in the State of New York over any suit,
action or proceeding arising out of or relating to this Agreement or the affairs
of the Company.  To the fullest extent
they may effectively do so under applicable law, the parties hereto irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any
claim that they are not subject to the jurisdiction of any such court, any
objection that they may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.


 


(j)  Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.


 


24

















 


(k)  Rules of Construction.  Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.


 


(l)  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 with respect to the subject matter contained herein.  There are no restrictions, promises,
representations, warranties or undertakings with respect to the subject matter
contained herein, other than those set forth or referred to herein.  This Agreement supersedes all prior
agreements and understandings among the parties with respect to such subject
matter.


 


(m)  Further Assurances.  Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.


 


(n)  Other
Agreements.  Nothing contained
in this Agreement shall be deemed to be a waiver of, or release from, any
obligations any party hereto may have under, or any restrictions on the
transfer of Registrable Securities or other securities of the Company imposed
by, any other agreement including, but not limited to, the Stock Purchase
Agreement or the Stockholders Agreement.


 


[Remainder of page intentionally left blank]


 


25

















 


IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.


 


	
   

  	
   

  	
  SSA GLOBAL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kirk Isaacson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kirk Isaacson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL ATLANTIC PARTNERS 76, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GENERAL ATLANTIC PARTNERS, LLC,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  A Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GAP COINVESTMENT PARTNERS II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  A General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GAPSTAR, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GENERAL ATLANTIC PARTNERS, LLC,

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  A Managing Member

  



 

















 


	
   

  	
   

  	
  GAPCO GMBH & CO. KG

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GAPCO MANAGEMENT GMBH,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  A Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SSA INVESTOR, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark A. Neporent

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark A. Neporent

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SSA WARRANT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ABLECO, L.L.C,

  
	
   

  	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABLECO, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CERBERUS PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Cerberus Associates, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Member

  



 

















 


	
   

  	
   

  	
  CERBERUS INSTITUTIONAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CERBERUS INSTITUTIONAL

  
	
   

  	
   

  	
   

  	
  ASSOCIATES, L.L.C.,

  
	
   

  	
   

  	
   

  	
   its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Feinberg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MADELEINE L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark A. Neporent

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark A. Neporent

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Operating

  
	
   

  	
   

  	
   

  	
   

  	
  Officer