Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of November 4, 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 October 29, 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 $45,000,000 aggregate original principal amount of
7.625% Convertible Senior 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 $225,000,000 original principal amount of the 7.625%
Convertible Senior 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),
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)


 


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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
November 4, 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 Securityholder Notice
and Questionnaire attached as Annex A to the Offering Memorandum dated October
29, 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
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.


 


“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.


 


“Semiannual Coupon
Notes” has the meaning specified in Section  2(e) hereof.


 


“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 one-hundred and twenty (120) 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 Holder
delivering


 


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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 an 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


 


7

















 


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 semiannual coupon notes following a Tax Event
(“Semiannual 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 Semiannual 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
Additional Amounts 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 Semiannual 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 be filed


 


9

















 


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 included in the Notice and
Questionnaire), it being agreed that no such registration or


 


10

















 


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 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
promptly as is practicable, (y) in the case of clause (B) above, as
soon as, in the sole


 


11

















 


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


 


12

















 


(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 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


 


13

















 


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 a
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:


 


(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


 


14

















 


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 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,


 


15

















 


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 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


 


16

















 


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 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.


 


17

















 


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 or the Guarantor.


 


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 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


 


18

















 


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 Semiannual 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
Semiannual 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.


 


(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


 


19

















 


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 LLP


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


New York, New York  10013


Attention:  General Counsel


Telecopier:  212-816-7912


 


20

















 


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.


 


(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


 


21

















 


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:

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
  NORTHWEST AIRLINES, INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  DANIEL B.
  MATTHEWS

  	
   

  
	
   

  	
  Name:

  	
  Daniel Mathews

  
	
   

  	
  Title:

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and accepted as of the date

  	
   

  
	
  first above written:

  	
   

  
	
   

  	
   

  
	
  CITIGROUP GLOBAL MARKETS INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ JEFFREY J. SINGER

  	
   

  	
   

  
	
   

  	
   Name: Jeffrey J. Singer

  	
   

  
	
   

  	
   Title: Director