exv4w3



 





EXHIBIT 4.3




EXECUTION COPY




 





REGISTRATION RIGHTS AGREEMENT




Dated as of October 24, 2006




Among




WEST CORPORATION,




THE GUARANTORS SIGNATORY HERETO




and




DEUTSCHE BANK SECURITIES INC.,

LEHMAN BROTHERS INC.,

BANC OF AMERICA SECURITIES LLC,

WACHOVIA CAPITAL MARKETS, LLC




and




GE CAPITAL MARKETS, INC.




91/2% Senior Notes due 2014




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Exchange Offer
	 	 	4	 
	 
	 	 	 	 	 	 
	3.

	 	Shelf Registration
	 	 	8	 
	 
	 	 	 	 	 	 
	4.

	 	[Reserved]
	 	 	9	 
	 
	 	 	 	 	 	 
	5.

	 	Additional Interest
	 	 	9	 
	 
	 	 	 	 	 	 
	6.

	 	Registration Procedures
	 	 	10	 
	 
	 	 	 	 	 	 
	7.

	 	Registration Expenses
	 	 	17	 
	 
	 	 	 	 	 	 
	8.

	 	Indemnification and Contribution.
	 	 	18	 
	 
	 	 	 	 	 	 
	9.

	 	Rules 144 and 144A
	 	 	22	 
	 
	 	 	 	 	 	 
	10.

	 	Underwritten Registrations
	 	 	22	 
	 
	 	 	 	 	 	 
	11.

	 	Miscellaneous
	 	 	22	 






 -i-




 









 








REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is dated as of October 24, 2006,
among WEST CORPORATION, a Delaware corporation (the “Issuer”), the guarantors signatory
hereto (the “Guarantors”) and DEUTSCHE BANK SECURITIES INC., LEHMAN BROTHERS INC., BANC OF
AMERICA SECURITIES LLC, WACHOVIA CAPITAL MARKETS, LLC and GE CAPITAL MARKETS, INC., as
representatives (the “Representatives”) of the several initial purchasers (the “Initial
Purchasers”) named on Schedule I to the Purchase Agreement (as defined below).




          This Agreement is entered into in connection with the Purchase Agreement, dated as of October
16, 2006 (the “Purchase Agreement”), by and among the Issuer and the Initial Purchasers,
which provides for, among other things, the sale by the Issuer to the Initial Purchasers of
$650,000,000 aggregate principal amount of the Issuer’s 91/2% Senior Notes due 2014 (the “Senior
Notes”) and $450,000,000 aggregate principal amount of the Issuer’s 11% Senior Subordinated
Notes due 2016 (the “Senior Subordinated Notes”). The Senior Notes are issued under an
indenture, dated as of the date hereof (as amended or supplemented from time to time, the
“Indenture”), among the Issuer, the Guarantors and The Bank Of New York, as trustee (the
“Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are
required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the
Senior Notes and the Indenture. References to the “Securities” shall mean, collectively,
the Senior Notes and, when issued, the Guarantees. In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set
forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or
holders of the Securities. The execution and delivery of this Agreement is a condition to the
Initial Purchasers’ obligations under the Purchase Agreement.




          The parties hereby agree as follows:




     1. Definitions



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




          Additional Interest: See Section 5(a) hereof.




          Advice: See the last paragraph of Section 6 hereof.




          Agreement: See the introductory paragraphs hereto.




          Applicable Period: See Section 2(b) hereof.




          Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the
Exchange Act.




          Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day
after the Filing Date with respect thereto; provided, however, that if the
Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness
Date shall be the next succeeding Business Day.




 









 








 -2-




          Effectiveness Period: See Section 3(a) hereof.




          Event Date: See Section 5(b) hereof.




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




          Exchange Notes: See Section 2(a) hereof.




          Exchange Offer: See Section 2(a) hereof.




          Exchange Offer Registration Statement: See Section 2(a) hereof.




          Exchange Securities: See Section 2(a) hereof.




          Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant
to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise
fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding
Business Day.




          Guarantees: See the introductory paragraphs hereto.




          Guarantors: See the introductory paragraphs hereto.




          Holder: Any holder of a Registrable Security or Registrable Securities.




          Indenture: See the introductory paragraphs hereto.




          Information: See Section 6(n) hereof.




          Initial Purchasers: See the introductory paragraphs hereto.




          Initial Shelf Registration: See Section 3(a) hereof.




          Inspectors: See Section 6(n) hereof.




          Issue Date: October 24, 2006, the date of original issuance of the Senior Notes.




          Issuer: See the introductory paragraphs hereto.




          NASD: See Section 6(r) hereof.




          New Guarantees: See Section 2(a) hereof.




          Participant: See Section 8(a) hereof.




          Participating Broker-Dealer: See Section 2(b) hereof.




 









 








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          Person: An individual, trustee, corporation, partnership, limited liability company,
joint stock company, trust, unincorporated association, union, business association, firm or other
legal entity.




          Private Exchange: See Section 2(b) hereof.




          Private Exchange Notes: See Section 2(b) hereof.




          Prospectus: The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus supplement, and all other
amendments and supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.




          Purchase Agreement: See the introductory paragraphs hereof.




          Records: See Section 6(n) hereof.




          Registrable Securities: Each Security upon its original issuance and at all times
subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note (and the
related Guarantees) upon original issuance thereof and at all times subsequent thereto, until, in
each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any
Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer
Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the
related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or
such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of
in accordance with such effective Registration Statement, (ii) such Security has been exchanged
pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold
without restriction under state and federal securities laws, (iii) such Security, Exchange Security
or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding
for purposes of the Indenture or (iv) such Security, Exchange Security or Private Exchange Note
(and the related Guarantees), as the case may be, may be resold without restriction pursuant to
Rule 144(k) (as amended or replaced) under the Securities Act.




          Registration Statement: Any registration statement of the Issuer that covers any of
the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees)
filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments
and supplements to such registration statement, including post-effective amendments, all exhibits,
and all material incorporated by reference or deemed to be incorporated by reference in such
registration statement.




          Rule 144: Rule 144 under the Securities Act.




          Rule 144A: Rule 144A under the Securities Act.




          Rule 405: Rule 405 under the Securities Act.




 









 








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          Rule 415: Rule 415 under the Securities Act.




          Rule 424: Rule 424 under the Securities Act.




          SEC: The U.S. Securities and Exchange Commission.




          Securities: See the introductory paragraphs hereto.




          Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.




          Senior Notes: See the introductory paragraphs hereto.




          Senior Subordinated Notes: See the introductory paragraphs hereto.




          Shelf Notice: See Section 2(c) hereof.




          Shelf Registration: See Section 3(b) hereof.




          Shelf Registration Statement: Any Registration Statement relating to a Shelf
Registration.




          Shelf Suspension Period: See Section 3(a) hereof.




          Subsequent Shelf Registration: See Section 3(b) hereof.




          TIA: The Trust Indenture Act of 1939, as amended.




          Trustee: The trustee under the Indenture and the trustee under any indenture (if
different) governing the Exchange Securities and Private Exchange Notes (and the related
Guarantees).




          Underwritten registration or underwritten offering: A registration in which
securities of the Issuer is sold to an underwriter for reoffering to the public.




          Except as otherwise specifically provided, all references in this Agreement to acts, laws,
statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements
(collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments
thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be deemed to
amend or replace Rule 144A.




     2. Exchange Offer



          (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of
the staff of the SEC, the Issuer shall use its reasonable best efforts to file with the SEC a
Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate
registration form
with respect to a registered offer (the “Exchange Offer”) to exchange any and all of
the Registrable Securities for a like aggregate principal amount of debt securities of the Issuer
(the “Exchange Notes”), guar-




 









 








 -5-



anteed, to the extent applicable, on an unsecured senior basis
by the Guarantors (the “New Guarantees” and, together with the Exchange Notes, the
“Exchange Securities”), that are identical in all material respects to the Senior Notes
except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest
thereon shall accrue from the last date on which interest was paid on such Senior Notes or, if no
such interest has been paid, from the Issue Date and (iii) which are entitled to the benefits of
the Indenture or a trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture as are necessary to
comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange
Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act
and other applicable laws. The Issuer shall use its reasonable best efforts to (x) keep the
Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after
the date that notice of the Exchange Offer is mailed to Holders; and (y) consummate the Exchange
Offer on or prior to the 315th day following the Issue Date.




          Each Holder (including, without limitation, each Participating Broker-Dealer) that
participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be
required to represent to the Issuer in writing (which may be contained in the applicable letter of
transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities
tendered are being acquired in the ordinary course of business of the Person receiving such
Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the
commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge
of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement
or understanding with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act;
(iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Issuer or,
if it is an affiliate of the Issuer, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable and will provide information to be
included in the Shelf Registration Statement in accordance with Section 6 hereof in order to have
their Securities included in the Shelf Registration Statement and benefit from the provisions
regarding Additional Interest in Section 5 hereof; (iv) if such Holder is not a broker-dealer,
neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the
Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has
acquired the Registrable Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities and that it will
comply with the applicable provisions of the Securities Act (including, but not limited to, the
prospectus delivery requirements thereunder).




          Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange
Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating
Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities
(other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which
clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.




          No securities other than the Exchange Securities and the Senior Subordinated Notes (and the
related guarantees) shall be included in the Exchange Offer Registration Statement.




 









 








 -6-




          (b) The Issuer shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary
statement of (i) the positions taken or policies made by the staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a “Participating Broker-Dealer”) and (ii) whether, to the Issuer’s knowledge, such
positions or policies have been publicly disseminated by the staff of the SEC or such positions or
policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution”
section shall also expressly permit, to the extent permitted by applicable policies and regulations
of the SEC, the use of the Prospectus by all Participating Broker-Dealers, and include a statement
describing the means by which Participating Broker-Dealers may resell the Exchange Securities in
compliance with the Securities Act.




          The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained therein in order to permit
such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Securities; provided,
however, that such period shall not be required to exceed 90 days, such longer period if
extended pursuant to the last paragraph of Section 6 hereof (the “Applicable Period”).




          If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Senior Notes
acquired by them that have the status of an unsold allotment in the initial distribution, the
Issuer, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the
Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for such Senior Notes held by any such Holder, a like principal amount of notes (the
“Private Exchange Notes”) of the Issuer, guaranteed by the Guarantors, that are identical
in all material respects to the Exchange Notes except for the placement of a restrictive legend on
such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same
indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted
by the CUSIP Service Bureau.




          In connection with the Exchange Offer, the Issuer shall:





     (1) mail, or cause to be mailed, to each Holder of record entitled to participate in
the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents;




     (2) use their respective reasonable best efforts to keep the Exchange Offer open for
not less than 20 Business Days from the date that notice of the Exchange Offer is mailed to
Holders (or longer if required by applicable law);




     (3) utilize the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York or in Wilmington, Delaware;




     (4) permit Holders to withdraw tendered Senior Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer remains open;
and



 









 





 -7-




          (5) otherwise comply in all material respects with all laws, rules and regulations
applicable to the Exchange Offer.




          As soon as practicable after the close of the Exchange Offer and any Private Exchange, the
Issuer shall:





     (1) accept for exchange all Registrable Securities validly tendered and not validly
withdrawn pursuant to the Exchange Offer and any Private Exchange;




     (2) deliver to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and




     (3) cause the Trustee to authenticate and deliver promptly to each Holder of Senior
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal
amount to the Senior Notes of such Holder so accepted for exchange; provided that,
in the case of any Senior Notes held in global form by a depositary, authentication and
delivery to such depositary of one or more replacement Senior Notes in global form in an
equivalent principal amount thereto for the account of such Holders in accordance with the
Indenture shall satisfy such authentication and delivery requirement.



          The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall
have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuer to proceed with the Exchange Offer or the Private
Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuer; and (iii) all governmental approvals shall have been
obtained, which approvals the Issuer deems necessary for the consummation of the Exchange Offer or
Private Exchange, as the case may be.




          The Exchange Securities and the Private Exchange Notes (and related guarantees) 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 TIA or is exempt from such
qualification and shall provide that the Exchange Securities shall not be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Senior Notes shall vote and consent together on
all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the
Senior Notes will have the right to vote or consent as a separate class on any matter.




          (c) If, (i) because of any change in law or in currently prevailing interpretations of the
staff of the SEC, the Issuer is not permitted to effect the Exchange Offer, (ii) the Exchange Offer
is not consummated within 315 days of the Issue Date, (iii) any holder of Private Exchange Notes so
requests in writing to the Issuer at any time within 30 days after the consummation of the Exchange
Offer,
or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does
not receive Exchange Securities on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of such Holder as an
affiliate of the Issuer within the meaning of the Securities Act) and so notifies the Issuer within
30 days after such Holder first becomes




 









 








 -8-



aware of such restrictions, in the case of each of clauses
(i) to and including (iv) of this sentence, then the Issuer shall promptly deliver to the Trustee
(to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a
Shelf Registration pursuant to Section 3 hereof.




     3. Shelf Registration



          If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:




          (a) Shelf Registration. The Issuer shall promptly file with the SEC a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities (the “Initial Shelf Registration”). The Issuer shall use its
reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the
Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Securities for resale by Holders in the manner or
manners designated by them (including, without limitation, one or more underwritten offerings).
The Issuer shall not permit any securities other than the Registrable Securities and the Guarantees
and the Senior Subordinated Notes and the related guarantees to be included in the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below).




          The Issuer shall use its reasonable best efforts to cause the Shelf Registration to be
declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the
Initial Shelf Registration continuously effective under the Securities Act until the earliest of
(i) the date that is two years from the Issue Date (ii) such shorter period ending when all
Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf
Registration or (iii) the date upon which all Registrable Securities become eligible for resale
without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the
“Effectiveness Period”); provided, however, that the Effectiveness Period
in respect of the Initial Shelf Registration shall be extended to the extent required to permit
dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the
Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this
Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement
or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess
of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf
Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good
faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing
effectiveness thereof would require the disclosure of non-public material information that, in the
reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if
so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition,
merger or other material transaction or (y) such action is required by applicable law.




          (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time
during the Effectiveness Period (other than because of the sale of all of the Securities registered
thereunder), the
Issuer shall, subject to the last sentence of the second paragraph of Section 3(a) above, use
its reasonable best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall file an additional Shelf Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the
Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent
Shelf Registration”). If a Subsequent Shelf Registration is filed,




 









 








 -9-



the Issuer shall, subject
to the last sentence of the second paragraph of Section 3(a) above, use its reasonable best efforts
to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as
soon as practicable after such filing and to keep such subsequent Shelf Registration continuously
effective for a period equal to the number of days in the Effectiveness Period less the aggregate
number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was
previously continuously effective. As used herein the term “Shelf Registration” means the
Initial Shelf Registration and any Subsequent Shelf Registration.




          (c) Supplements and Amendments. The Issuer shall promptly supplement and amend the
Shelf Registration if required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the Securities Act, or if
reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable
Securities (or their counsel) covered by such Registration Statement with respect to the
information included therein with respect to one or more of such Holders, or, if reasonably
requested by any underwriter of such Registrable Securities, with respect to the information
included therein with respect to such underwriter.




     4. [Reserved]



     5. Additional Interest



          (a) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the
Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees
to pay as liquidated damages, additional interest on the Senior Notes (“Additional
Interest”) if (A) the Issuer has not exchanged Exchange Securities for all Securities validly
tendered in accordance with the terms of the Exchange Offer on or prior to the 315th day after the
Issue Date, (B) the Issuer is requested or required to file a Shelf Registration Statement and such
Shelf Registration Statement is not declared effective on or prior to the 315th day after the date
such Shelf Registration Statement filing was requested or required, as the case may be, or (C), if
applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to
be effective at any time during the Effectiveness Period (other than because of the sale of all of
the Securities registered thereunder), then Additional Interest shall accrue on the principal
amount of the Senior Notes at a rate of 0.25% per annum (which rate will be increased by an
additional 0.25% per annum for each subsequent 90 day period that such Additional Interest
continues to accrue, provided that the rate at which such Additional Interest accrues may in no
event exceed 0.50% per annum) (such Additional Interest to be calculated by the Issuer) commencing
on the (x) 316th day after the Issue Date, in the case of (A) above, (y) the 316th day after the
date such Shelf Registration Statement filing was requested or required in the case of (B) above or
(z) the day such Shelf Registration ceases to be effective in the case of (C) above;
provided, however, that upon the exchange of the Exchange Securities for all
Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the
applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the
effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective
(in the case of (C) of
this Section 5), Additional Interest on the Senior Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall
cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuer shall not be
obligated to pay Additional Interest provided in Sections 5(a)(B) and (C) during a Shelf Suspension
Period permitted by Section 3(a) hereof.





 









 








 -10-




          (b) The Issuer shall notify the Trustee within one business day after each date on which an
event occurs in respect of which Additional Interest is required to be paid (an “Event
Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 5 will be
payable in cash semiannually on each April 15 and October 15 (to the holders of record on the April
1 and October 1 immediately preceding such dates), commencing with the first such date occurring
after any such Additional Interest commences to accrue. The amount of Additional Interest will be
determined by the Issuer by multiplying the applicable Additional Interest rate by the principal
amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period (determined on the
basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.




     6. Registration Procedures



          In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Issuer shall effect such registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuer hereunder the Issuer shall:




          (a) Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf
Registration), a Registration Statement or Registration Statements as required by Section 2 or 3
hereof, and use its reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that if (1)
such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period relating thereto from whom the Issuer has received prior written notice that it
will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Issuer shall furnish to and
afford counsel for the Holders of the Registrable Securities covered by such Registration Statement
(with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such
Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be,
and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least three business days prior to such
filing). The Issuer shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Registration Statement, their counsel, or the managing underwriters, if
any, shall reasonably object.




          (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the Effectiveness Period,
the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause
the related Prospectus to be supplemented by any Prospectus supplement required by applicable law,
and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the
Securities Act and the Exchange Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent




 









 








 -11-



resale of any securities being sold by an
Participating Broker-Dealer covered by any such Prospectus in all material respects. The Issuer
shall be deemed not to have used its reasonable best efforts to keep a Registration Statement
effective if it voluntarily takes any action that could reasonably be expected to result in selling
Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to
sell Exchange Securities not being able to sell such Registrable Securities or such Exchange
Securities during that period unless such action is required by applicable law or permitted by this
Agreement.




          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period relating thereto from whom the Issuer has
received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify
the selling Holders of Registrable Securities (with respect to a Registration Statement filed
pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within three Business Days), and confirm such notice in writing, (i)
when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuer, one conformed copy of such
Registration Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or
of any order preventing or suspending the use of any preliminary prospectus or the initiation of
any proceedings for that purpose, (iii) if at any time when a prospectus is required by the
Securities Act to be delivered in connection with sales of the Registrable Securities or resales of
Exchange Securities by Participating Broker-Dealers the representations and warranties of the
Issuer contained in any agreement (including any underwriting agreement) contemplated by Section
6(m) hereof cease to be true and correct, (iv) of the receipt by the Issuer of any notification
with respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold
by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of
any condition or any information becoming known that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or documents so that, in the
case of the Registration Statement, it will 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 that in the case of the Prospectus, it will 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, in the
light of the circumstances under which they were made, not misleading, and (vi) of the
Issuer’s determination that a post-effective amendment to a Registration Statement would be
appropriate.




          (d) Use its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use of a
Pro-




 









 








 -12-



spectus or suspending the qualification (or exemption from qualification) of any of the
Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for
sale in any jurisdiction.




          (e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the
Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a
majority in aggregate principal amount of the Registrable Securities being sold in connection with
an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or underwriters (if any),
such Holders or counsel for either of them reasonably request to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment as soon as
practicable after the Issuer has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such
Registration Statement.




          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, furnish to each selling Holder of
Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such
Registration Statement) and to their respective counsel and each managing underwriter, if any, at
the sole expense of the Issuer, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits.




          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, deliver to each selling Holder of
Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole
expense of the Issuer, as many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the last paragraph of
this Section 6, the Issuer hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Securities or each such
Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Registrable Securities covered by,
or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus
and any amendment or supplement thereto.




          (h) Prior to any public offering of Registrable Securities or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to
register or qualify, and to cooperate with the selling Holders of Registrable Securities or each
such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or qualification (or
exemption from such registration or quali-




 









 








 -13-



fication) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the United States as any
selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably
request in writing; provided, however, that where Exchange Securities held by
Participating Broker-Dealers or Registrable Securities are offered other than through an
underwritten offering, the Issuer agrees to cause its counsel to perform Blue Sky investigations
and file registrations and qualifications required to be filed pursuant to this Section 6(h), keep
each such registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities
held by Participating Broker-Dealers or the Registrable Securities covered by the applicable
Registration Statement; provided, however, that the Issuer shall not be required to
(A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B)
take any action that would subject it to general service of process in any such jurisdiction where
it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in
any such jurisdiction where it is not then so subject.




          (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling
Holders of Registrable Securities and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold, which certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to
be in such denominations (subject to applicable requirements contained in the Indenture) and
registered in such names as the managing underwriter or underwriters, if any, or Holders may
request.




          (j) Use its reasonable best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other U.S. governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Securities, except as may
be required solely as a consequence of the nature of such selling Holder’s business, in which case
the Issuer will cooperate in all respects with the filing of such Registration Statement and the
granting of such approvals.




          (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 6(c)(v) or 6(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 6(a) hereof) file with the SEC, at the sole expense of the Issuer, a supplement
or post-effective amendment to the Registration Statement or a supplement to 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 Registrable Securities being sold thereunder (with
respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the
Exchange Securities to whom such Prospectus will be
delivered by a Participating Broker-Dealer (with respect to any such Registration Statement),
any such Prospectus will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.





 









 








 -14-




          (l) Prior to the effective date of the first Registration Statement relating to the
Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in
a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Registrable Securities.




          (m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf
Registration, enter into an underwriting agreement as is customary in underwritten offerings of
debt securities similar to the Securities (including, without limitation, a customary condition to
the obligations of the underwriters that the underwriters shall have received “cold comfort”
letters and updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters from the independent certified public accountants of the Issuer (and,
if necessary, any other independent certified public accountants of the Issuer, or of any business
acquired by the Issuer, for which financial statements and financial data are, or are required to
be, included or incorporated by reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of debt securities
similar to the Securities), and take all such other actions as are reasonably requested by the
managing underwriter or underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Securities and, in such connection, (i) make such representations
and warranties to, and covenants with, the underwriters with respect to the business of the Issuer
(including any acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings
of debt securities similar to the Securities, and confirm the same in writing if and when
requested; (ii) obtain the written opinions of counsel to the Issuer, and written updates thereof
in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters,
addressed to the underwriters covering the matters customarily covered in opinions reasonably
requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the
same shall contain indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 8 hereof (or such other provisions and
procedures reasonably acceptable to Holders of a majority in aggregate principal amount of
Registrable Securities covered by such Registration Statement and the managing underwriter or
underwriters or agents, if any). The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.




          (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, make available for inspection by any Initial
Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such disposition of
Registrable Securities, if any, and any attorney, accountant or other agent retained by any such
selling Holder or each such Participating Broker-Dealer
(with respect to any such Registration Statement), as the case may be, or underwriter (any
such Initial Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys,
accountants or agents, collectively, the “Inspectors”), upon written request, at the
offices where normally kept, during reasonable business hours, all pertinent financial and other
records, pertinent corporate documents and instruments of the Issuer and subsidiaries of the Issuer
(collectively, the “Records”), as shall be reasonably necessary to enable them to




 









 








 -15-



exercise
any applicable due diligence responsibilities, and cause the officers, directors and employees of
the Issuer and any of its subsidiaries to supply all information (“Information”) reasonably
requested by any such Inspector in connection with such due diligence responsibilities. Each
Inspector shall agree in writing that it will keep the Records and Information confidential, to use
the Information only for due diligence purposes, to abstain from using the Information as the basis
for any market transactions in Securities of the Issuer and that it will not disclose any of the
Records or Information that the Issuer determines, in good faith, to be confidential and notifies
the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information
is necessary to avoid or correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information
is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder,
or (iv) the information in such Records or Information has been made generally available to the
public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof;
provided, however, that prior notice shall be provided as soon as practicable to
the Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i)
or (ii) of this sentence to permit the Issuer to obtain a protective order (or waive the provisions
of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary
to protect the confidentiality of such information (if practicable) to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of
the Holder or any Inspector.




          (o) Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as
the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof, as the case may be, to be qualified under the TIA not later than the effective date of the
first Registration Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the Registrable Securities,
to effect such changes (if any) to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable
best efforts to cause such 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 such
indenture to be so qualified in a timely manner.




          (p) Comply in all material respects with all applicable rules and regulations of the SEC and
make generally available to its securityholders with regard to any applicable Registration
Statement, a consolidated earning statement 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 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Issuer, after the effective
date of a Registration Statement, which statements shall cover said 12-month periods; provided
that this requirement shall be deemed satisfied by the Issuer complying with Section 4.03 of the
Indenture.




          (q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of
counsel to the Issuer, in a form customary for underwritten transactions, addressed to the Trus-




 









 








 -16-



tee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the
Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and
the related Guarantees), as the case may be, the related guarantee and the related indenture
constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in
accordance with their respective terms, subject to customary exceptions and qualifications. If the
Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable
Securities by Holders to the Issuer (or to such other Person as directed by the Issuer), in
exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as
the case may be, the Issuer shall mark, or cause to be marked, on such Registrable Securities that
such Registrable Securities are being cancelled in exchange for the Exchange Securities or the
Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such
Registrable Securities be marked as paid or otherwise satisfied.




          (r) Use reasonable efforts to cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings required to be
made with the National Association of Securities Dealers, Inc. (the “NASD”).




          (s) Use its reasonable best efforts to take all other steps reasonably necessary to effect the
registration of the Exchange Securities and/or Registrable Securities covered by a Registration
Statement contemplated hereby.




          The Issuer may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Issuer such information regarding such seller and the distribution
of such Registrable Securities as the Issuer may, from time to time, reasonably request. The
Issuer may exclude from such registration the Registrable Securities of any seller so long as such
seller fails to furnish such information within a reasonable time after receiving such request.
Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the
Issuer all information required to be disclosed in order to make the information previously
furnished to the Issuer by such seller not materially misleading.




          If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities of the Issuer, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such Holder, to the effect
that the holding by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that such holding does
not imply that such Holder will assist in meeting any future financial requirements of the Issuer,
or (ii) in the event that such reference to such Holder by name or otherwise is not required by the
Securities Act or any similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to
the time that such reference ceases to be required.




          Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 6(c)(ii), 6(c)(iv), 6(c)(v), or 6(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or
Participating Broker-Dealer, as the case




 









 








 -17-



may be, until such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(k) hereof, or until it is advised in writing (the “Advice”) by the Issuer that
the use of the applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. In the event that the Issuer shall give any such notice, each of the
Applicable Period and the Effectiveness Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and including the date when
each seller of Registrable Securities covered by such Registration Statement or Exchange Securities
to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof or (y) the
Advice.




     7. Registration Expenses



          All fees and expenses incident to the performance of or compliance with this Agreement by the
Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuer, whether or not
the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation, (i) all registration
and filing fees (including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees
and disbursements of counsel in connection with Blue Sky qualifications of the Registrable
Securities or Exchange Securities and determination of the eligibility of the Registrable
Securities or Exchange Securities for investment under the laws of such jurisdictions in the United
States (x) where the holders of Registrable Securities are located, in the case of the Exchange
Securities, or (y) as provided in Section 6(h) hereof, in the case of Registrable Securities or
Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)),
(ii) printing expenses, including, without limitation, printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a
majority in aggregate principal amount of the Registrable Securities included in any Registration
Statement or in respect of Registrable Securities or Exchange Securities to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and
expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of
counsel for the Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements
of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a
majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration
(which counsel shall be reasonably satisfactory to the Issuer) (exclusive of any counsel retained
pursuant to Section 8 hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 6(m) hereof (including, without limitation, the expenses of any
“cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if
any, and any fees associated with making the Registrable Securities or Exchange Securities eligible
for trading through The Depository Trust Company, (vii) fees and expenses of all other Persons
retained by the Issuer, (viii) internal expenses of the Issuer (including, without limitation, all
salaries and expenses of officers and employees of the Issuer performing legal or accounting
duties), (ix) the expense of any annual audit, (x) any fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange, and the obtaining
of a rating of the securities, in each case, if applicable and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements, underwriting agreements,
indentures and any other documents necessary in order to comply with this Agreement.




 









 








 -18-




     8. Indemnification and Contribution.



          (a) The Issuer and the Guarantors jointly and severally agree, to indemnify and hold harmless
each Holder of Registrable Securities and each Participating Broker-Dealer selling Exchange
Securities during the Applicable Period, and each Person, if any, who controls such Person or its
affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a
“Participant”) against any losses, claims, damages or liabilities, joint or several, to which any
Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar as
any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon:





     (i) any untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if the Issuer shall have furnished any amendments or supplements thereto) or
any preliminary prospectus; or




     (ii) the omission or alleged omission to state, in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have
furnished any amendments or supplements thereto) or any preliminary prospectus or any other
document or any amendment or supplement thereto, a material fact required to be stated
therein or necessary to make the statements therein not misleading,




except, in each case, insofar as such losses, claims, damages or liabilities are arising out
of or based upon any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Initial
Purchaser or any Holder furnished to the Issuer in writing through the Initial Purchasers or
any selling Holder expressly for use therein;


and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as
incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in
connection with investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, neither the Issuer nor the Guarantors will be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall
have furnished any amendments or supplements thereto) or any preliminary prospectus or any
amendment or supplement thereto in reliance upon and in conformity with written information
relating to any Participant furnished to the Issuer by such Participant specifically for use
therein. The indemnity provided for in this Section 8 will be in addition to any liability that the
Issuer may otherwise have to the indemnified parties. The Issuer and the Guarantors shall not be
liable under this Section 8 to any
indemnified party regarding any settlement or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement, compromise or consent
is consented to by the Issuer and the Guarantors, which consent shall not be unreasonably withheld.





 









 








 -19-




          (b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the
Issuer, the Guarantors, their respective directors (or equivalent), their respective officers who
sign any Registration Statement and each person, if any, who controls the Issuer within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or
liabilities to which the Issuer, the Guarantors or any such director, officer or controlling person
may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or
(ii) the omission or the alleged omission to state therein a material fact necessary to make the
statements therein not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Participant, furnished to the
Issuer by or on behalf of such Participant, specifically for use therein; and subject to the
limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable
legal or other expenses incurred by the Issuer, the Guarantors or any such director, officer or
controlling person in connection with investigating or defending against or appearing as a third
party witness in connection with any such loss, claim, damage, liability or action in respect
thereof. The indemnity provided for in this Section 8 will be in addition to any liability that
the Participants may otherwise have to the indemnified parties. The Participants shall not be
liable under this Section 8 to any indemnified party regarding any settlement or compromise or
consent to the entry of any judgment with respect to any pending or threatened claim, action, suit
or proceeding in respect of which indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent is consented to by the Participants, which consent shall not be
unreasonably withheld. The Issuer and the Guarantors shall not, without the prior written consent
of such Participant, effect any settlement or compromise of any pending or threatened proceeding in
respect of which such Participant is or could have been a party, or indemnity could have been
sought hereunder by such Participant, unless such settlement (A) includes an unconditional written
release of such Participant, in form and substance reasonably satisfactory to such Participant,
from all liability on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act by or on behalf of
such Participant.




          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party of the
commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not
relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraphs (a) and (b) above. The indemnifying
party shall be entitled to appoint counsel (including local counsel) of the indemnifying
party’s choice at the indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel, other than local counsel if not
appointed by the indemnifying party, retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be reasonably satisfactory
to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel
(including local counsel) to represent the indemnified party in an action, the




 









 








 -20-



indemnified party
shall have the right to employ separate counsel (including local counsel), and the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest (based on the advice of counsel to the indemnified person);
(ii) such action includes both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded (based on the advice of counsel to the indemnified person)
that there may be legal defenses available to it and/or other indemnified parties that are
different from or additional to those available to the indemnifying party; (iii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution of such action; or
(iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. It is understood and agreed that the indemnifying person shall
not, in connection with any proceeding or separate but related or substantially similar proceedings
in the same jurisdiction arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm (in addition to any local
counsel) representing the indemnified parties under paragraph (a) or paragraph (b) of this Section
8, as the case may be, who are parties to such action or actions. Any such separate firm for any
Participants shall be designated in writing by Participants who sold a majority in interest of the
Registrable Securities and Exchange Securities sold by all such Participants in the case of
paragraph (a) of this Section 8 or the Issuer in the case of paragraph (b) of this Section 8. In
the event that any Participants are indemnified persons collectively entitled, in connection with a
proceeding or separate but related or substantially similar proceedings in a single jurisdiction,
to the payment of fees and expenses of a single separate firm under this Section 8(c), and any such
Participants cannot agree to a mutually acceptable separate firm to act as counsel thereto, then
such separate firm for all such Indemnified Persons shall be designated in writing by Participants
who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all
such Participants. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding and does not include any statement as to, or any admission of, fault,
culpability or failure to act by or on behalf of any indemnified party. All fees and expenses
reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.




          (d) After notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof and approval by such indemnified party of counsel appointed to defend
such action, the indemnifying party will not be liable to such indemnified party under this Section
8 for any legal or other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have
employed separate counsel in accordance with the third sentence of paragraph (c) of this
Section 8 or (ii) the indemnifying party has authorized in writing the employment of counsel for
the indemnified party at the expense of the indemnifying party. After such notice from the
indemnifying party to such indemnified party, the indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such indemnified party without the
prior written consent of the indemnifying party (which consent shall not be unreasonably withheld),
unless such indemnified party waived in writing its rights




 









 








 -21-



under this Section 8, in which case the
indemnified party may effect such a settlement without such consent.




          (e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs
of this Section 8 is unavailable to, or insufficient to hold harmless, an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than
by virtue of the failure of an indemnified party to notify the indemnifying party of its right to
indemnification pursuant to paragraph (a) or (b) of this Section 8, where such failure materially
prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each
indemnifying party, in order to provide for just and equitable contribution, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the one hand and the indemnified
party on the other from the offering of the Securities or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also
the relative fault of the indemnifying party or parties on the one hand and the indemnified party
on the other in connection with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The
relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on
the other shall be deemed to be in the same proportion that the total net proceeds from the
offering (before deducting expenses) of the Securities received by the Issuer bear to the total
discounts and commissions received by such Participant in connection with the sale of the
Securities (or if such Participant did not receive discounts or commissions, the value or receiving
the Securities). The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuer on the one
hand, or the Participants on the other, the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or alleged statement
or omission, and any other equitable considerations appropriate in the circumstances. The parties
agree that it would not be equitable if the amount of such contribution were determined by pro rata
or per capita allocation or by any other method of allocation that does not take into account the
equitable considerations referred to in the first sentence of this paragraph (e). Notwithstanding
any other provision of this paragraph (e), no Participant shall be obligated to make contributions
hereunder that in the aggregate exceed the total discounts, commissions and other compensation or
net proceeds on the sale of Securities received by such Participant in connection with the sale of
the Securities, less the aggregate amount of any damages that such Participant has otherwise been
required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged
omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Participants, and each director of
the Issuer and the Guarantors, each officer of the Issuer and the Gua
rantors and each
person, if any, who controls the Issuer and the Guarantors within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the
Issuer.




 









 








 -22-




     9. Rules 144 and 144A



          The Issuer covenants and agrees that it will use reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such
reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable
Securities, make available such information necessary to permit sales pursuant to Rule 144A. The
Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding
that it will take such further action as any Holder of Registrable Securities 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 limitation of the exemptions
provided by Rule 144(k) under the Securities Act and Rule 144A unless the Issuer is then subject to
Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information
requirements of Rule 144A then in effect.




     10. Underwritten Registrations



          The Issuer shall not be required to assist in an underwritten offering unless requested by the
Holders of a majority in aggregate principal amount of the Registrable Securities. If any of the
Registrable Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers that will manage the
offering will be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering and shall be reasonably acceptable to the Issuer.




          No Holder of Registrable Securities may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable 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.




     11. Miscellaneous



          (a) No Inconsistent Agreements. The Issuer has not as of the date hereof, and the
Issuer shall not, after the date of this Agreement, enter into any agreement with respect to any of
its securities that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuer other issued and outstanding securities under any such
agreements. The Issuer will not enter into any agreement (other than the Registration Rights
Agreement dated as of the date hereof in respect of the Senior Subordinated Notes) with respect to
any of its securities which will grant to any Person piggy-back registration rights with respect to
any Registration Statement.




          (b) Adjustments Affecting Registrable Securities. The Issuer shall not, directly or
indirectly, take any action with respect to the Registrable Securities as a class that would
adversely affect the ability of the Holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement.




 









 








 -23-




          (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, otherwise than with the prior written consent of (I) the Issuer, and (II) (A) the Holders
of not less than a majority in aggregate principal amount of the then outstanding Registrable
Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers,
the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of
the Exchange Notes held by all Participating Broker-Dealers; provided, however,
that Section 8 and this Section 11(c) may not be amended, modified or supplemented without the
prior written consent of each Holder and each Participating Broker-Dealer (including any person who
was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as
the case may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification or supplement. 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, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Securities being sold pursuant to such Registration
Statement.




          (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:





     (i) if to a Holder of the Registrable Securities or any Participating Broker-Dealer, at
the most current address of such Holder or Participating Broker-Dealer, as the case may be,
set forth on the records of the registrar under the Indenture, with a copy in like manner to
the Initial Purchasers as follows:


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile No.: (646) 324-7554

Attention: Corporate Finance Department



with a copy to:



Cahill Gordon & Reindel llp

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 269-5420

Attention: John A. Tripodoro, Esq.





     (ii) if to the Initial Purchasers, at the address specified in Section 11(d)(i);



 









 





 -24-





     (iii)
if to the Issuer, at the address as follows:


West Corporation

11808 Miracle Hills Drive

Omaha, Nebraska 68154

Facsimile No.: (412) 963-1211

Attention: General Counsel



with a copy to:



Ropes & Gray LLP

One Embarcadero Center Suite 2200

San Francisco, CA 94111

Facsimile No.: (415) 315-6350

Attention: Brian C. Erb, Esq.




          All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
upon written confirmation, if sent by facsimile.




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




          (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, the Holders and the
Participating Broker-Dealers; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture.




          (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
an 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, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.




 









 








 -25-




          (i) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction 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, 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 is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (j) Notes Held by the Issuer or Its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Issuer or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.




          (k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons.




          (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Issuer on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.




 









 








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




	 	 	 	 	 
	 	 	WEST CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer






 









 






	 	 	 	 	 
	 	 	ASSET DIRECT MORTGAGE, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	ATTENTION FUNDING CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	BUYDEBTCO, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	COSMOSIS CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	INPULSE RESPONSE GROUP, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer






 









 






	 	 	 	 	 
	 	 	INTERCALL TELECOM VENTURES, LLC
	 	 	By InterCall, Inc.
	 	 	Its sole member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	INTERCALL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	INTRADO COMMUNICATIONS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	INTRADO COMMUNICATIONS OF VIRGINIA INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	INTRADO INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer






 









 






	 	 	 	 	 
	 	 	INTRADO INTERNATIONAL, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	NORTHERN CONTACT, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	STARGATE MANAGEMENT LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	THE DEBT DEPOT, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	WEST ASSET MANAGEMENT, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer






 









 






	 	 	 	 	 
	 	 	WEST ASSET PURCHASING, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	WEST BUSINESS SERVICES, LP
	 	 	By West Transaction Services, LLC
	 	 	Its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	WEST DIRECT, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	WEST FACILITIES CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	WEST INTERACTIVE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer






 









 






	 	 	 	 	 
	 	 	WEST INTERNATIONAL CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	WEST RECEIVABLE SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	WEST TELEMARKETING CORPORATION II
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	WEST TELEMARKETING, LP
	 	 	By West Transaction Services, LLC
	 	 	Its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	WEST TRANSACTION SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager






 









 






	 	 	 	 	 
	 	 	WEST TRANSACTION SERVICES II, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik
	 

	 	 	 	 
	 

	 	Name:
	 	Paul M. Mendlik
	 

	 	Title:
	 	Manager






 









 






The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




DEUTSCHE BANK SECURITIES INC.

LEHMAN BROTHERS INC.

BANC OF AMERICA SECURITIES LLC

WACHOVIA CAPITAL MARKETS, LLC

GE CAPITAL MARKETS, INC.




By: Deutsche Bank Securities Inc.




	 	 	 	 	 
	By:

	 	/s/ John Eydenberg	 	 
	 

	 	 

Name: John Eydenberg
	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephen Cunningham	 	 
	 

	 	 

Name: Stephen Cunningham
	 	 
	 

	 	Title: Managing Director	 	 





For itself, the other Representatives and the other several Initial Purchasers.