Exhibit 4.2


 


	
   

  	
   

  	
   

  



 


 


Registration Rights Agreement


 


 


Dated as of March 3,
2008

among


 


 


Computer Sciences Corporation


 


and


 


Banc of America Securities LLC,


 


Barclays Capital Inc.


 


and


 


Merrill Lynch, Pierce, Fenner & Smith

Incorporated


 


	
   

  	
   

  	
   

  



 













 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”) is made and
entered into this 3rd day of March, 2008, among Computer Sciences
Corporation, a Nevada corporation (the “Company”), and Banc of America
Securities LLC, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, (collectively, the “Representatives”) as
representatives of the several Purchasers named in Schedule A to the Purchase
Agreement (the “Purchasers”).


 


This Agreement is made pursuant to the Purchase Agreement, dated February 27,
2008, among the Company and the Representatives (the “Purchase Agreement”),
which provides for the sale by the Company to the Purchasers of $700,000,000
million in aggregate principal amount of the Company’s 5.50% Senior Notes due
2013 (the “2013 Notes”) and $1,000,000,000 million in aggregate
principal amount of the Company’s 6.50% Senior Notes due 2018 (the “2018
Notes” and, together with the 2013 Notes, the “Securities”).  In order to induce the Representatives to
enter into the Purchase Agreement, the Company has agreed to provide to the
Purchasers and their direct and indirect transferees the registration rights
set forth in this Agreement.  The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.


 


In consideration of the foregoing, the parties hereto agree as follows:


 


1.             Definitions.


 


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


 


“1933 Act” shall mean the Securities Act of 1933, as amended
from time to time.


 


“1934 Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.


 


“Closing Date” shall mean the Closing Time as defined in the
Purchase Agreement.


 


“Company” shall have the meaning set forth in the preamble and
shall also include the Company’s successors.


 


“Depositary” shall mean The Depository Trust Company, or any
other depositary appointed by the Company, provided, however,
that such depositary must have an address in the Borough of Manhattan, in the
City of New York.


 


“Exchange Offer” shall mean the exchange offer by the Company of
Exchange Notes for Transfer Restricted Securities pursuant to Section 2.1
hereof.


 


“Exchange Offer Registration” shall mean a registration under
the 1933 Act effected pursuant to Section 2.1 hereof.


 


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“Exchange Offer Registration Statement” shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such registration
statement, including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.


 


“Exchange Period” shall have the meaning set forth in Section 2.1
hereof.


 


“Exchange Notes” shall mean collectively, the 5.50% Senior Notes
due 2013 and the 6.50% Senior Notes due 2018 issued by the Company under the
Indenture containing terms identical to the Securities in all material respects
(except for references to certain interest rate provisions, restrictions on
transfers and restrictive legends), to be offered to Holders of Securities in
exchange for Transfer Restricted Securities pursuant to the Exchange Offer.


 


“Holder” shall mean a Purchaser, for so long as it owns any
Transfer Restricted Securities, and each of its successors, assigns and direct
and indirect transferees who become registered owners of Transfer Restricted
Securities under the Indenture and each Participating Broker-Dealer that holds
Exchange Notes for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Notes.


 


“Indenture” shall mean the Indenture relating to the Securities,
dated as of the date hereof between the Company and The Bank of New York, as
trustee, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.


 


“Majority Holders” shall mean the Holders of a majority of the
aggregate principal amount of Outstanding (as defined in the Indenture)
Transfer Restricted Securities of a particular series; provided that
whenever the consent or approval of Holders of a specified percentage of
Transfer Restricted Securities of a particular series is required hereunder,
Transfer Restricted Securities of such series held by the Company or any
Affiliate (as defined in the Indenture) of the Company shall be disregarded in
determining whether such consent or approval was given by the Holders of such
required percentage amount.


 


“Participating Broker-Dealer” shall mean any of Banc of America
Securities LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc., Greenwich Capital Markets, Inc.,
Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., UBS
Securities LLC, Wachovia Capital Markets, LLC, BNY Capital Markets, Inc.,
Goldman, Sachs & Co., Banca IMI S.p.A, BNP Paribas Securities Corp.,
Daiwa Securities America Inc., Danske Markets Inc., Lloyds TSB Bank  plc,
Standard Chartered Bank and Wells Fargo Securities, LLC and any other
broker-dealer which makes a market in the Securities and exchanges Transfer
Restricted Securities in the Exchange Offer for Exchange Notes.


 


“Person” shall mean an individual, partnership (general or
limited), corporation, limited liability company, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Private Exchange” shall have the meaning set forth in Section 2.1
hereof.


 


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“Private Exchange Securities” shall have the meaning set forth
in Section 2.1 hereof.


 


“Prospectus” shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including
any such prospectus supplement with respect to the terms of the offering of any
portion of the Transfer Restricted Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.


 


“Purchase Agreement” shall have the meaning set forth in the
preamble.


 


“Registration Expenses” shall mean any and all expenses incident
to performance of or compliance by the Company with this Agreement, including
without limitation:  (i) all SEC,
stock exchange or Financial Industry Regulatory Authority (“FINRA”)
registration and filing fees, including, if applicable, the fees and expenses
of any “qualified independent underwriter” (and the reasonable fees and
disbursements of its counsel) that is required to be retained by any holder of
Transfer Restricted Securities in accordance with the rules and
regulations of FINRA, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the rules of
FINRA (including reasonable fees and disbursements of counsel for any underwriters
or Holders in connection with blue sky qualification of any of the Exchange
Notes or Transfer Restricted Securities and any filings with FINRA), (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Transfer Restricted
Securities on any securities exchange or exchanges, (v) all rating agency
fees, (vi) the fees and disbursements of counsel for the Company and of
the independent registered public accounting firm of the Company, including the
expenses of any special audits or “comfort” letters required by or incident to
such performance and compliance, (vii) the fees and expenses of the
Trustee, and any escrow agent or custodian, (viii) the reasonable fees and
expenses of the Purchasers in connection with the Exchange Offer, including the
reasonable fees and expenses of counsel to the Purchasers in connection
therewith, (ix) the reasonable fees and disbursements of Latham &
Watkins LLP, special counsel representing the Holders of Transfer Restricted
Securities (the “Special Counsel”) and (x) any fees and
disbursements of the underwriters customarily required to be paid by issuers or
sellers of securities and the fees and expenses of any special experts retained
by the Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Transfer Restricted Securities by a Holder.


 


“Registration Statement” shall mean any registration statement
of the Company which covers any of the Exchange Notes or Transfer Restricted
Securities pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


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“SEC” shall mean the United States Securities and Exchange
Commission or any successor agency or government body performing the functions
currently performed by the United States Securities and Exchange Commission.


 


“Shelf Registration” shall mean a registration effected pursuant
to Section 2.2 hereof.


 


“Shelf Registration Statement” shall mean a “shelf’ registration
statement of the Company pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Transfer Restricted Securities of a
particular series or all of the Private Exchange Securities of a particular
series on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Transfer Restricted Securities” shall mean the Securities and,
if issued, the Private Exchange Securities; provided, however,
that Securities and, if issued, the Private Exchange Securities, shall cease to
be Transfer Restricted Securities on the earliest to occur of (i) the date on
which such Securities have been exchanged by a Person other than a
broker-dealer for an Exchange Note in the Exchange Offer, (ii) following
the exchange by a broker-dealer in the Exchange Offer of a Security for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of
the prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Securities have been effectively registered under the 1933
Act and disposed of in accordance with the Shelf Registration Statement or (iv) the
date on which such Securities are distributed to the public pursuant to Rule 144
under the 1933 Act.


 


“Trustee” shall mean the trustee with respect to the Securities
under the Indenture.


 


2.             Registration
Under the 1933 Act.


 


2.1           Exchange Offer.  The Company shall, for the benefit of the
Holders, at the Company’s cost, (A) prepare and file with the SEC an
Exchange Offer Registration Statement on an appropriate form under the 1933 Act
with respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Transfer Restricted Securities of a particular
series (other than Private Exchange Securities), of a like principal amount of
Exchange Notes of such series, (B) use all commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be declared effective under
the 1933 Act on within 365 days of the Closing Date, (C) use all
commercially reasonable efforts to keep the Exchange Offer Registration
Statement effective until the closing of the Exchange Offer and (D) use
all commercially reasonable efforts to issue on or prior to 30 days, or longer,
if required by United States federal securities laws, after the date on which
the Exchange Offer Registration Statement was declared effective by the SEC,
Exchange Notes of a particular series in exchange for all Transfer Restricted
Securities of such series tendered prior thereto in the Exchange Offer.


 


The Exchange Notes will be issued under the Indenture.  Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder eligible
and electing


 


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to exchange Transfer Restricted Securities
for Exchange Notes (assuming that such Holder (a) is not an affiliate of
the Company within the meaning of Rule 405 under the 1933 Act, (b) is
not a broker-dealer tendering Transfer Restricted Securities acquired directly
from the Company for its own account, (c) acquired the Exchange Notes in
the ordinary course of such Holder’s business and (d) has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Notes) to transfer such Exchange Notes
from and after their receipt without any limitations or restrictions under the
1933 Act and under state securities or blue sky laws.


 


In connection with the Exchange Offer, the Company shall:


 


(a)           make available as promptly as practicable to
each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;


 


(b)           keep the Exchange Offer open for acceptance
for a period of not less than 30 calendar days after the date notice thereof is
mailed to the Holders (or longer if required by applicable law) (such period
referred to herein as the “Exchange Period”);


 


(c)           utilize the services of the Depositary for
the Exchange Offer;


 


(d)           permit Holders to withdraw tendered Transfer
Restricted Securities at any time prior to 5:00 p.m. (Eastern Time), on
the last business day of the Exchange Period, by sending to the institution
specified in the notice, a facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Transfer Restricted Securities
delivered for exchange, and a statement that such Holder is withdrawing such
Holder’s election to have such Securities exchanged;


 


(e)           notify each Holder that any Transfer
Restricted Security not tendered will remain outstanding and continue to accrue
interest, but will not retain any rights under this Agreement (except in the
case of the Purchasers and Participating Broker-Dealers as provided herein);
and


 


(f)            otherwise comply in all respects with all
applicable laws relating to the Exchange Offer.


 


If, prior to consummation of the Exchange Offer, the Purchasers hold
any Securities acquired by them and having the status of an unsold allotment in
the initial distribution, the Company upon the request of any Purchaser shall,
simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
issue and deliver to such Purchaser in exchange (the “Private Exchange”)
for the Securities held by such Purchaser, a like principal amount of debt
securities of the Company on a senior unsecured basis, that are identical
(except that such securities shall bear appropriate transfer restrictions) to
the Exchange Notes (the “Private Exchange Securities”).


 


The Exchange Notes and the Private Exchange Securities shall be issued
under (i) the Indenture or (ii) an indenture identical in all
material respects to the Indenture and which, in either case, has been
qualified under the Trust Indenture Act of 1939, as amended (the “TIA”),
or


 


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is exempt from such qualification and shall
provide that the Exchange Notes shall not be subject to the transfer
restrictions set forth in the Indenture but that the Private Exchange
Securities shall be subject to such transfer restrictions.  The Indenture or such indenture shall provide
that the Exchange Notes of a particular series, the Private Exchange Securities
of a particular series and the Securities of a particular series shall vote and
consent together on all matters as one class and that none of the Exchange
Notes of such series, the Private Exchange Securities of such series or the
Securities of such series will have the right to vote or consent as a separate
class on any matter.  The Private
Exchange Securities of each series shall be of the same series as, and the
Company shall use all commercially reasonable efforts to have the Private
Exchange Securities of that series bear the same CUSIP number as, the Exchange
Notes of such series.  The Company shall
not have any liability under this Agreement solely as a result of such Private
Exchange Securities of a particular series not bearing the same CUSIP number as
the Exchange Notes of that series.


 


As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Company shall:


 


(i)            accept for exchange all Transfer Restricted
Securities duly tendered and not validly withdrawn pursuant to the Exchange
Offer in accordance with the terms of the Exchange Offer Registration Statement
and the letter of transmittal which shall be an exhibit thereto;


 


(ii)           accept for exchange all Securities properly
tendered pursuant to the Private Exchange;


 


(iii)          deliver to the Trustee for cancellation all
Transfer Restricted Securities so accepted for exchange; and


 


(iv)          cause the Trustee promptly to authenticate
and deliver Exchange Notes or Private Exchange Securities, as the case may be,
to each Holder of Transfer Restricted Securities so accepted for exchange in a
principal amount equal to the principal amount of the Transfer Restricted
Securities of such Holder so accepted for exchange.


 


Interest on each Exchange Note and Private Exchange Security will
accrue from the last date on which interest was paid on the Transfer Restricted
Securities surrendered in exchange therefor or, if no interest has been paid on
such Transfer Restricted Securities, from the date of original issuance.  The Exchange Offer and the Private Exchange
shall not be subject to any conditions, other than (i) that the Exchange
Offer or the Private Exchange, or the making of any exchange by a Holder, does
not violate applicable law or any applicable interpretation of the staff of the
SEC, (ii) the due tendering of Transfer Restricted Securities in accordance
with the Exchange Offer and the Private Exchange, (iii) that each Holder
of Transfer Restricted Securities exchanged in the Exchange Offer shall have
represented that all Exchange Notes to be received by it shall be acquired in
the ordinary course of its business and that at the time of the consummation of
the Exchange Offer it shall have no arrangement or understanding with any
person to participate in the distribution (within the meaning of the 1933 Act)
of the Exchange Notes and shall have made such other representations as may be
reasonably necessary under


 


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applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or other appropriate form
under the 1933 Act available and (iv) that no action or proceeding shall
have been instituted or threatened in any court or by or before any
governmental agency with respect to the Exchange Offer or the Private Exchange
which, in the Company’s judgment, would reasonably be expected to impair the
ability of the Company to proceed with the Exchange Offer or the Private
Exchange.  Upon request, the Company
shall inform the Representatives of the names and addresses of the Holders to
whom the Exchange Offer is made, and the Representatives shall have the right
to contact such Holders and otherwise facilitate the tender of Transfer
Restricted Securities in the Exchange Offer.


 


2.2           Shelf Registration.  If (i) the Company is not (A) required
to file the Exchange Offer Registration Statement or (B) permitted to
consummate the Exchange Offer contemplated by Section 2.1 hereof because
the Exchange Offer is not permitted by applicable law or SEC policy, or (ii) any
Holder of Transfer Restricted Securities notifies the Company prior to the 20th
business day following consummation of the Exchange Offer that (A) it is
prohibited by law or SEC policy from participating in the Exchange Offer, (B) it
may not resell the Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales or (C) it is a broker-dealer and owns Transfer Restricted
Securities acquired directly from the Company or an Affiliate of the Company’s,
the Company will:


 


(a)           As promptly as practicable, but no later
than 30 days after such filing obligation arises, file with the SEC a Shelf
Registration Statement to cover resales of Transfer Restricted Securities by
the Holders of such Transfer Restricted Securities from time to time who
satisfy the conditions set forth in Section 3(v) hereof relating to
the provision of information in connection with the Shelf Registration
Statement.


 


(b)           use all commercially reasonable efforts to
cause the Shelf Registration to be declared effective by the SEC no later than
90 days after such obligation arises.


 


(c)           use all commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective in order to permit
the Prospectus forming part thereof to be usable by Holders for a period of two
years from the date the Shelf Registration Statement is declared effective by
the SEC, or for such shorter period that will terminate when all Transfer
Restricted Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding or
otherwise to be Transfer Restricted Securities (the “Effectiveness Period”);
provided, however, that the Effectiveness Period in respect of
the Shelf Registration Statement shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements
of Rule 174 under the 1933 Act and as otherwise provided herein.


 


(d)           Notwithstanding any other provisions hereof,
use all commercially reasonable efforts to ensure that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any supplement thereto complies in all material respects with
the 1933 Act and the rules and regulations thereunder, (ii) any Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or


 


7


 










 


necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of any Shelf Registration Statement, and any supplement
to such Prospectus (as amended or supplemented from time to time), does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the circumstances under
which they were made, not misleading.


 


The Company shall not permit any securities other than Transfer
Restricted Securities to be included in the Shelf Registration Statement.  The Company further agrees, if necessary, to
supplement or amend the Shelf Registration Statement, as required by Section 3(b) below,
and to furnish to the Holders of Transfer Restricted Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.


 


2.3           Expenses.  The Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 2.1 or
2.2.  Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Transfer Restricted Securities pursuant to the
Shelf Registration Statement.


 


2.4           Effectiveness.  (a)  The Company will be deemed not have
used all commercially reasonable efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if the Company
voluntarily takes any action that would, or omits to take any action which
omission would, result in any such Registration Statement not being declared
effective or in the Holders of Transfer Restricted Securities covered thereby
not being able to exchange or offer and sell such Transfer Restricted
Securities during that period as and to the extent contemplated hereby, unless
such action is required by applicable law.


 


(b)           An Exchange Offer Registration Statement
pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant
to Section 2.2 hereof will not be deemed to have become effective unless
it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of Transfer
Restricted Securities pursuant to an Exchange Offer Registration Statement or a
Shelf Registration Statement is interfered with by any stop order, injunction
or other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have become effective
during the period of such interference, until the offering of Transfer
Restricted Securities pursuant to such Registration Statement may legally
resume.


 


2.5           Additional Interest.  If (a) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, has not been
declared effective by the SEC on or prior to the deadlines for effectiveness
specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness
Target Date”), (b) the Company fails to consummate the Exchange Offer
within 30 days of the Effectiveness Target Date with respect to the Exchange
Offer Registration Statement or (c) the Shelf Registration Statement or
the Exchange Offer Registration Statement, as applicable, is declared effective
but thereafter ceases to be effective or usable in connection with resales of
Transfer Restricted Securities during the periods specified in this Agreement
(each such event referred to in clauses (a) through (c) above, a “Registration
Default”), the interest rate borne by the Securities shall be increased (“Additional
Interest”) by one-quarter of one percent per annum, which rate will
increase by one quarter of one percent each 90-day 


 


8













 


period that such Additional Interest continues to accrue under any such
circumstance, provided that the maximum aggregate increase in the interest rate
will in no event exceed one half of one percent per annum.  Following the cure of all Registration
Defaults the accrual of Additional Interest will cease and the interest rate
will revert to the original rate.


 


The Company shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an “Event Date”).  Additional Interest shall be paid by
depositing with the Trustee, in trust, for the benefit of the Holders of
Transfer Restricted Securities, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due.  The
Additional Interest due shall be payable on each interest payment date to the
record Holder of Securities entitled to receive the interest payment to be paid
on such date as set forth in the Indenture. 
Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.


 


3.             Registration
Procedures.


 


In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:


 


(a)           prepare and file with the SEC a Registration
Statement on the appropriate form under the 1933 Act, which form (i) shall
be selected by the Company, (ii) shall, in the case of a Shelf Registration,
be available for the sale of the Transfer Restricted Securities by the selling
Holders thereof, (iii) shall comply as to form in all material respects
with the requirements of the applicable form and include or incorporate by
reference all financial statements required by the SEC to be filed therewith or
incorporated by reference therein, and (iv) shall comply in all material
respects with the requirements of Regulation S-T under the 1933 Act, and use
all commercially reasonable efforts to cause such Registration Statement to
become effective and remain effective in accordance with Section 2 hereof;


 


(b)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary under applicable law to keep such Registration Statement effective
for the applicable period; and cause each Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provision then in force) under the 1933 Act and comply with the
provisions of the 1933 Act, the 1934 Act and the rules and regulations
thereunder applicable to them with respect to the disposition of all securities
covered by each Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer);


 


(c)           in the case of a Shelf Registration, (i) notify
each Holder of Transfer Restricted Securities, at least five business days
prior to filing, that a Shelf Registration Statement with respect to the
Transfer Restricted Securities is being filed and advising such Holders that
the distribution of Transfer Restricted Securities will be made in accordance
with the method selected by the Majority Holders participating in the Shelf
Registration; (ii) furnish to each Holder of Transfer Restricted
Securities and to each underwriter of an underwritten offering of Transfer
Restricted Securities, if any, without charge, as many copies of each
Prospectus, 


 


9













 


including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder or underwriter may reasonably
request, including financial statements and schedules and, if the Holder so
requests, all exhibits in order to facilitate the public sale or other
disposition of the Transfer Restricted Securities; and (iii) hereby
consent to the use of the Prospectus or any amendment or supplement thereto by
each of the selling Holders of Transfer Restricted Securities in connection
with the offering and sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;


 


(d)           use all commercially reasonable efforts to
register or qualify the Transfer Restricted Securities under all applicable
state securities or “blue sky” laws of such jurisdictions as any Holder of
Transfer Restricted Securities covered by a Registration Statement and each
underwriter of an underwritten offering of Transfer Restricted Securities shall
reasonably request by the time the applicable Registration Statement is
declared effective by the SEC, and do any and all other acts and things which
may be reasonably necessary or advisable to enable each such Holder and
underwriter to consummate the disposition in each such jurisdiction of such
Transfer Restricted Securities owned by such Holder; provided, however,
that the Company shall not be required to (i) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), or (ii) take any
action which would subject it to general service of process or taxation in any
such jurisdiction where it is not then so subject;


 


(e)           notify promptly each Holder of Transfer
Restricted Securities under a Shelf Registration or any Participating
Broker-Dealer who has notified the Company that it is utilizing the Exchange
Offer Registration Statement as provided in paragraph (f) below and, if
requested by such Holder or Participating Broker-Dealer, confirm such advice in
writing promptly (i) when a Registration Statement has become effective and
when any post-effective amendments and supplements thereto become effective, (ii) of
any request by the SEC or any state securities authority for post-effective
amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) in the case of a Shelf
Registration, if, between the effective date of a Registration Statement and
the closing of any sale of Transfer Restricted Securities covered thereby, the
representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement untrue in any material respect or which
requires the making of any changes in such Registration Statement in order to
make the statements therein not misleading, (vi) of the happening of any
event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement in the related Prospectus
untrue in any material respect or which requires the making of any changes in
such Prospectus in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, (vii) of the
receipt by the Company of any notification with respect to the suspension of
the qualification of the Transfer Restricted Securities or the Exchange Notes,
as the case may be, for sale in any jurisdiction or the initiation 


 


10













 


or threatening of any proceeding for such purpose and (viii) of
any determination by the Company that a post-effective amendment to such
Registration Statement would be appropriate;


 


(f)            (A) in
the case of the Exchange Offer Registration Statement (i) include in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution”
which section shall be reasonably acceptable to Merrill Lynch on behalf of the
Participating Broker-Dealers, and which shall contain a summary statement of
the positions taken or policies made by
the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that holds
Transfer Restricted Securities acquired for its own account as a result of
market-making activities or other trading activities and that will be the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
Exchange Notes to be received by such broker-dealer in the Exchange Offer,
whether such positions or policies have been publicly disseminated by the staff
of the SEC or such positions or policies, in the reasonable judgment of the
Representatives on behalf of the Participating Broker-Dealers and its counsel,
represent the prevailing views of the staff of the SEC, including a statement
that any such broker-dealer who receives Exchange Notes for Transfer Restricted
Securities pursuant to the Exchange Offer may be deemed a statutory underwriter
and must deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of such Exchange Notes, (ii) furnish to each
Participating Broker-Dealer who has delivered to the Company the notice
referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request, (iii) hereby consent
to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto, by any Person subject to the
prospectus delivery requirements of the SEC, including all Participating
Broker-Dealers, in connection with the sale or transfer of the Exchange Notes
covered by the Prospectus or any amendment or supplement thereto, and (iv) include
in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the
following provision:


 


“If the exchange offeree is a broker-dealer holding Transfer Restricted
Securities acquired for its own account as a result of market-making activities
or other trading activities, it will deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of Exchange Notes
received in respect of such Transfer Restricted Securities pursuant to the
Exchange Offer;” and


 


(y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Transfer Restricted Securities, the
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the 1933 Act;


 


(g)           (i) in the case of an Exchange Offer, furnish
counsel for the Purchasers and (ii) in the case of a Shelf Registration,
furnish counsel for the Holders of Transfer Restricted Securities copies of any
comment letters received from the SEC or any other request by the SEC or any
state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;


 


11













 


(h)           use all commercially reasonable efforts to
obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment;


 


(i)            in the case of a Shelf Registration,
furnish to each Holder of Transfer Restricted Securities, and each underwriter,
if any, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules (without documents incorporated therein by reference
and all exhibits thereto, unless requested);


 


(j)            in the case of a Shelf Registration, cooperate
with the selling Holders of Transfer Restricted Securities to facilitate the
timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Holders or the underwriters, if any, may reasonably request at
least three business days prior to the closing of any sale of Transfer
Restricted Securities;


 


(k)           in the case of a Shelf Registration, upon
the occurrence of any event or the discovery of any facts, each as contemplated
by Sections 3(e)(v), 3(e)(vi) and 3(e)(vii) hereof, as promptly as
practicable after the occurrence of such an event, use all commercially
reasonable efforts to prepare a supplement or post-effective amendment to the
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Transfer Restricted Securities or
Participating Broker-Dealers, such Prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading or will remain so qualified.  At such time as such public disclosure is
otherwise made or the Company determines that such disclosure is not necessary,
in each case to correct any misstatement of a material fact or to include any
omitted material fact, the Company agrees promptly to notify each Holder of
such determination and to furnish each Holder such number of copies of the Prospectus
as amended or supplemented, as such Holder may reasonably request;


 


(l)            in the case of a Shelf Registration, a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or any document which is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Purchasers on
behalf of such Holders; and make representatives of the Company as shall be
reasonably requested by the Holders of Transfer Restricted Securities, or the
Purchasers on behalf of such Holders, available for discussion of such
document;


 


(m)          obtain a CUSIP number for all Exchange Notes
of a particular series, Private Exchange Securities of a particular series or
Transfer Restricted Securities of a particular series, as the case may be, not
later than the effective date of a Registration Statement, and provide the
Trustee with printed certificates for the Exchange Notes of a particular
series, Private Exchange Securities of a particular series or the Transfer
Restricted Securities of a particular series, as the case may be, in a form
eligible for deposit with the Depositary;


 


12













 


(n)           (i) cause the Indenture to be qualified
under the TIA in connection with the registration of the Exchange Notes or
Transfer Restricted Securities, as the case may be, (ii) cooperate with
the Trustee and the Holders 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 (iii) execute, and use all commercially 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;


 


(o)           in the
case of a Shelf Registration, enter into agreements (including underwriting
agreements) and take all other customary and appropriate actions in order to
expedite or facilitate the disposition of such Transfer Restricted Securities
and in such connection whether or not an underwriting agreement is entered into
and whether or not the registration is an underwritten registration:


 


(i)            make
such representations and warranties to the Holders of such Transfer Restricted
Securities and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in similar underwritten offerings
as may be reasonably requested by them;


 


(ii)           obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the holders of a majority in principal
amount of the Transfer Restricted Securities of each series being sold)
addressed to each selling Holder and the underwriters, if any, covering the
matters customarily covered in opinions requested in sales of securities or
underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;


 


(iii)          obtain
“comfort” letters and updates thereof from the Company’s independent registered
public accounting firm (and, if necessary, any other independent registered
public accounting firm of any subsidiary of the Company or of any business
acquired by the Company for which financial statements are, or are required to
be, included in the Registration Statement) addressed to the underwriters, if
any, and use all commercially reasonable efforts to have such letter addressed
to the selling Holders of Transfer Restricted Securities (in accordance with
Statement on Auditing Standards No. 72 of the American Institute of
Certified Public Accounts), such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters to underwriters in
connection with similar underwritten offerings;


 


(iv)          enter into
a securities sales agreement with the Holders and an agent of the Holders
providing for, among other things, the appointment of such agent for the
selling Holders for the purpose of soliciting purchases of Transfer Restricted
Securities, which agreement shall be in form, substance and scope customary for
similar offerings;


 


(v)           if an
underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set
forth in Section 4 hereof with respect to 


 


13













 


the
underwriters and all other parties to be indemnified pursuant to said Section or,
at the request of any underwriters, in the form customarily provided to such
underwriters in similar types of transactions; and


 


(vi)          deliver such documents and certificates as
may be reasonably requested and as are customarily delivered in similar
offerings to the Holders of a majority in principal amount of the Transfer
Restricted Securities of a particular series being sold and the managing
underwriters, if any.


 


The above shall be done at (i) the effectiveness of such
Registration Statement (and each post-effective amendment thereto) and (ii) each
closing under any underwriting or similar agreement as and to the extent
required thereunder;


 


(p)           in the case of a Shelf Registration or if a
Prospectus is required to be delivered by any Participating Broker-Dealer in
the case of an Exchange Offer, make available for inspection by representatives
of the Holders of the Transfer Restricted Securities of a particular series,
any underwriters participating in any disposition pursuant to a Shelf
Registration Statement, any Participating Broker-Dealer and any counsel or
accountant retained by any of the foregoing, all financial and other records,
pertinent corporate documents and properties of the Company reasonably
requested by any such persons, and cause the respective officers, directors,
employees, and any other agents of the Company to supply all information
reasonably requested by any such representative, underwriter, special counsel
or accountant in connection with a Registration Statement, and make such
representatives of the Company available for discussion of such documents as
shall be reasonably requested by the Representatives on behalf of such parties;
provided that information which the Company determines in good faith, to
be confidential and which it notifies such parties is confidential shall not be
disclosed by such parties unless (i) such parties reasonably determine
that the disclosure of such information is necessary to avoid or correct a
material misstatement or omission in the Shelf Registration Statement or the
related Prospectus, (ii) such party reasonably determines, based on the advice
of counsel, that disclosure of such information is required pursuant to a
subpoena or other order for a court of competent jurisdiction or any other
administrative agency or is otherwise required by applicable law, in which case
each such party shall promptly notify, if permitted by applicable law, the
Company or (iii) such information has been made generally available to the
public;


 


(q)           (i) in
the case of an Exchange Offer Registration Statement, a reasonable time prior
to the filing of any Exchange Offer Registration Statement, any Prospectus
forming a part thereof, any amendment to an Exchange Offer Registration
Statement or amendment or supplement to such Prospectus, provide copies of such
document to the Purchasers and to Special Counsel and make such changes in any
such document prior to the filing thereof as the Purchasers or Special Counsel
may reasonably request and, except as otherwise required by applicable law, not
file any such document in a form to which the Purchasers on behalf of the Holders
of Transfer Restricted Securities and counsel to the Holders of Transfer
Restricted Securities shall not have previously been advised and furnished a
copy of or to which the Purchasers on behalf of the Holders of Transfer
Restricted Securities or counsel to the Holders of Transfer Restricted Securities shall reasonably object, and make the
representatives of the 


 


14













 


Company
available for discussion of such documents as shall be reasonably requested by
the Purchasers; and


 


(ii)           in the case of a Shelf Registration, a
reasonable time prior to filing any Shelf Registration Statement, any
Prospectus forming a part thereof, any amendment to such Shelf Registration
Statement or amendment or supplement to such Prospectus, provide copies of such
document to the Holders of Transfer Restricted Securities, to the Purchasers,
to counsel for the Holders and to the underwriter or underwriters of an
underwritten offering of Transfer Restricted Securities, if any, make such changes
in any such document prior to the filing thereof as the Purchasers, the counsel
to the Holders or the underwriter or underwriters reasonably request and not
file any such document in a form to which the Majority Holders, the Purchasers
on behalf of the Holders of Transfer Restricted Securities, counsel for the
Holders of Transfer Restricted Securities or any underwriter shall not have
previously been advised and furnished a copy of or to which the Majority
Holders, the Purchasers on behalf of the Holders of Transfer Restricted
Securities, counsel to the Holders of Transfer Restricted Securities or any
underwriter shall reasonably object, and make the representatives of the
Company available for discussion of such document as shall be reasonably requested
by the Holders of Transfer Restricted Securities, the Purchasers on behalf of
such Holders, counsel for the Holders of Transfer Restricted Securities or any
underwriter;


 


(r)            in the case of a Shelf Registration, use
all commercially reasonable efforts to cause all Transfer Restricted Securities
to be listed on any securities exchange on which similar debt securities issued
by the Company are then listed if requested by the Majority Holders, or if
requested by the underwriter or underwriters of an underwritten offering of
Transfer Restricted Securities, if any;


 


(s)           in the case of a Shelf Registration, use all
commercially reasonable efforts to cause the Transfer Restricted Securities to
be rated by the appropriate rating agencies, if so requested by the Majority
Holders, or if requested by the underwriter or underwriters of an underwritten
offering of Transfer Restricted Securities, if any;


 


(t)            otherwise comply with all applicable rules and
regulations of the SEC and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering at least 12 months which
shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder; and


 


(u)           cooperate and assist in any filings required
to be made with FINRA and, in the case of a Shelf Registration, in the
performance of any due diligence investigation by any underwriter and its
counsel (including any “qualified independent underwriter” that is required to
be retained in accordance with the rules and regulations of FINRA).


 


In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder’s participation in the Shelf Registration) require
each Holder of Transfer Restricted Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder
of such Transfer Restricted Securities as the Company may from time to time
reasonably request in writing.


 


15


 










 


In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of (i) the happening of any
event or the discovery of any facts, each of the kind described in Section 3(e)(v) or
3(e)(vi) hereof, or (ii) the good faith determination of the Board of
Directors or the Chief Executive Officer and Chief Financial Officer of the
Company that the continued effectiveness of the Shelf Registration Statement
and use of the Prospectus would require disclosure of confidential information
related to a material acquisition or divestiture of assets or a material
corporate transaction, event or development, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to a
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in such Holder’s possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Transfer Restricted Securities current at the time of receipt of such notice; provided
that the Company shall not allow the Shelf Registration Statement to fail or
cease to be effective or allow the Prospectus to be unusable pursuant to the
provisions of this paragraph for more than 45 days during any year of
effectiveness contemplated by Section 2 hereof.  It is understood and agreed that the
provisions of this paragraph shall not affect the Company’s obligations under Section 2.5
of this Agreement.


 


In the event that the Company fails to effect the Exchange Offer or
file any Shelf Registration Statement and maintain the effectiveness of any
Shelf Registration Statement as provided herein, the Company shall not file any
Registration Statement with respect to any securities (within the meaning of Section 2(1) of
the 1933 Act) of the Company other than Transfer Restricted Securities.


 


If any of the Transfer Restricted Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Transfer Restricted
Securities included in such offering and shall be acceptable to the
Company.  No Holder of Transfer
Restricted Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


 


4.             Indemnification;
Contribution.


 


(a)           With respect to each series of Securities,
the Company agrees to indemnify and hold harmless the Purchasers, each Holder,
each Participating Broker-Dealer, each Person who participates as an
underwriter (any such Person being an “Underwriter”) and each Person, if
any, who controls any Holder or Underwriter within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act with respect to such series
of Securities 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 any Registration
Statement (or any amendment or 


 


16













 


supplement thereto) pursuant to which Exchange Notes or Transfer
Restricted Securities of such series were registered under the 1933 Act,
including all documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any 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 4(d) below)
any such settlement is effected with the written consent of the Company; and


 


(iii)          against any and all expense whatsoever, as
incurred (including the reasonable fees and disbursements of counsel chosen by
any indemnified party), 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
subparagraph (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 the Holder or Underwriter expressly for
use in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto).


 


(b)           Each Holder severally, but not jointly,
agrees to indemnify and hold harmless the Company, the Purchasers, each
Underwriter and the other selling Holders, and each of their respective
directors and officers, and each Person, if any, who controls the Company, the
Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration
Statement (or any amendment thereto) or any Prospectus included therein (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information with respect to such Holder furnished to the Company by
such Holder expressly for use in the Shelf Registration Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement thereto);
provided, however, that no such Holder shall be liable for any
claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Transfer Restricted Securities of such series pursuant
to such Shelf Registration Statement.


 


17













 


(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 so to 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 this
indemnity agreement.  An indemnifying
party may participate at its own expense in the defense of such action; provided,
however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified
party.  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 4
(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 4(a)(ii) effected
without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 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.


 


(e)           If the indemnification provided for in this Section 4
is for any reason unavailable to or insufficient 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 Company on the one hand and
the Holders and the Purchasers of a particular series of Securities on the
other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.


 


The relative fault of the Company on the one hand and the Holders and
the Purchasers 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, the Holders or the Purchasers and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.


 


The Company, the Holders and the Purchasers agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined
by pro rata allocation (even if the Purchasers were treated as one entity for
such purpose) or by any other method of 


 


18













 


allocation which does not take account of the
equitable considerations referred to above in this Section 4.  The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 4 shall be deemed to include any 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 4, no Purchaser or
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities of a particular series sold by it
were offered exceeds the amount of any damages which such Purchaser or Holder
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission with respect to the Securities of
such series.


 


No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.


 


For purposes of this Section 4, each Person, if any, who controls
a Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such Purchaser or
Holder, and each director of the Company, and each Person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as the Company.  The Purchasers’ respective obligations to
contribute pursuant to this Section 7 are several in proportion to the
principal amount of Securities set forth opposite their respective names in
Schedule A to the Purchase Agreement and not joint.


 


5.             Miscellaneous.


 


5.1           Rule 144
and Rule 144A.  For so long as the Company is subject
to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it
under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act
and the rules and regulations adopted by the SEC thereunder.  If the Company ceases to be so required to
file such reports, the Company covenants that it will upon the request of any
Holder of Transfer Restricted Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the
1933 Act, (b) deliver such information to a prospective purchaser as is
necessary to permit sales pursuant to Rule 144A under the 1933 Act and it
will take such further action as any Holder of Transfer Restricted Securities
may reasonably request, and (c) take such further action that is reasonable
in the circumstances, in each case, to the extent required from time to time to
enable such Holder to sell its Transfer Restricted Securities without
registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (ii) Rule 144A under the 1933 Act, as such
Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. 
Upon the request of any Holder of Transfer Restricted Securities, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.


 


19













 


5.2           No Inconsistent Agreements.  The Company has not entered into and the
Company will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Transfer
Restricted Securities in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to
the Holders hereunder do not and will not for the term of this Agreement in any
way conflict with the rights granted to the holders of the Company’s other
issued and outstanding securities under any such agreements.


 


5.3           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 has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Transfer
Restricted Securities of each series affected by such amendment, modification,
supplement, waiver or departure.


 


5.4           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (a) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set
forth in the Purchase Agreement with respect to the Purchasers; and (b) if
to the Company, initially at the Company’s address set forth in the Purchase
Agreement, and thereafter at such other address of which notice is given in
accordance with the provisions of this Section 5.4.


 


All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if
personally delivered; two business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.


 


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


 


5.5           Successor and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Transfer Restricted Securities, in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this
Agreement and, if applicable, the Purchase Agreement, and such person shall be
entitled to receive the benefits hereof.


 


5.6           Third Party Beneficiaries.  The Purchasers (even if the Purchasers are
not Holders of Transfer Restricted Securities) shall be third party
beneficiaries to the agreements made 


 


20













 


hereunder between the Company, on the one hand, and the Holders, on the
other hand, and shall have the right to enforce such agreements directly to the
extent they deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder. 
Each Holder of Transfer Restricted Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights hereunder.


 


5.7           Specific Enforcement.  Without limiting the remedies available to
the Purchasers and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Sections 2.1 through 2.4
hereof may result in material irreparable injury to the Purchasers or the
Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s obligations under Sections
2.1 through 2.4 hereof


 


5.8           Restriction on Resales.  The Company will not, and will cause their “affiliates”
(as such term is defined in Rule 144(a)(1) under the 1933 Act) not to,
resell any Securities which are “restricted securities” (as such term is
defined under Rule 144(a)(3) under the 1933 Act) that have been
reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.


 


5.9           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.


 


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


 


5.11         GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.


 


5.12         Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


21













 


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


 


	
   

  	
  COMPUTER SCIENCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas R. Irvin

  
	
   

  	
   

  	
  Name:

  	
  Thomas R. Irvin

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
  Confirmed and accepted as

  	
   

  	
   

  
	
  of the date first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter J. Carbore

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Peter J. Carbore

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BARCLAYS CAPITAL INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Pamela Kendall

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Pamela Kendall

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER &

  	
   

  	
   

  
	
  SMITH INCORPORATED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Diane Kenna

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Diane Kenna

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  



 


 


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