Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”), dated as of May 25,
2007, is made by and among (i) subject to the entry of the Agreement Order
(as defined below), Northwest Airlines Corporation, a Delaware corporation (as
debtor-in-possession and a reorganized debtor, as applicable, the “Company”),
and (ii) J.P. Morgan Securities Inc. (“JPMorgan Securities”) and
any parties identified on the signature pages of any Joinder Agreements
(as defined below) executed and delivered pursuant to Section 12.2 hereto
(each, including JPM (as defined herein), an “Investor” and, collectively,
the “Investors”).


 


RECITALS


 


WHEREAS, in
connection with the consummation of the transactions contemplated by that
certain Equity Commitment Agreement, dated as of February 12, 2007 (the “Equity
Commitment Agreement”), by and among the Company, Northwest Airlines, Inc.,
as Guarantor, and JPM, JPM has agreed to acquire shares of New Common Stock (as
defined below) in accordance with the provisions of the Equity Commitment
Agreement; 


 


WHEREAS, in
connection with the Equity Commitment Agreement, JPM and the other Investors
have entered into a Syndication Agreement, dated as of February 12, 2007
(the “Syndication Agreement”), pursuant to which such other Investors
have agreed to purchase certain shares of the New Common Stock from JPM; and


 


WHEREAS, in
consideration of the Investors’ commitment to purchase shares of the New Common
Stock pursuant to and on the terms and conditions set forth in the Equity
Commitment Agreement and the Syndication Agreement, the Company has agreed to
enter into a registration rights agreement with respect to certain shares of
New Common Stock to be acquired by the Investors and certain of their
Affiliates (as defined below).


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of the foregoing and the covenants and agreements
contained herein and in the Equity Commitment Agreement and Amended Plan, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:


 


ARTICLE I.



DEFINITIONS


 


For purposes
of this Agreement, the following terms have the following meanings: 


 


“Affiliate”
has the meaning given to that term pursuant to Rule 12b-2 under the
Exchange Act.


 


“Agreement”
has the meaning given to that term in the introductory paragraph hereof.


 

















 


“Agreement
Order” means the order of the Bankruptcy Court granting the motion to
approve the Rights Offering, the Equity Commitment Agreement, the Syndication
Agreement and this Agreement and related relief.


 


“Amended
Plan” means the Company’s First Amended Joint and Consolidated Plan of
Reorganization attached as Exhibit A to the related Disclosure Statement,
as approved by Order of the Bankruptcy Court entered on March 30, 2007, as
it may be amended or supplemented from time to time; provided that
no such amendment or supplement shall be given effect for purposes of this
definition that shall (i) alter the capitalization of Company contemplated
therein, (ii) materially adversely affect the obligations or rights of the
Investors hereunder or (iii) cause any representation or warranty
contained herein to be incorrect.


 


“Bankruptcy
Code” means Chapter 11, Title 11 of the United States Code, 11 U.S.C. 101 et seq.


 


“Bankruptcy
Court” means the United States Bankruptcy Court for the Southern District
of New York administering the Company’s bankruptcy case under the Bankruptcy
Code together with the applicable district court, to the extent district court
approval of the Amended Plan, or any transactions contemplated therein, is
sought or required.


 


“Bankruptcy
Rules” means the Federal Rules of Bankruptcy Procedure. 


 


“Blackout
Period” means any period during which, in accordance with Article VI
hereof, the Company is not required to effect the filing of a Registration
Statement or is entitled to postpone the preparation, filing or effectiveness
or suspend the effectiveness of a Registration Statement.


 


“Business
Day” means any day, other than a Saturday or Sunday, on which banking institutions
in New York, New York, are open.


 


“Closing
Date” has the meaning set forth in the Equity Commitment Agreement.


 


 “Code” means the Internal Revenue Code
of 1986, as amended.


 


“Company”
has the meaning given to that term in the introductory paragraph hereof.


 


“control”
has the meaning given to that term under Rule 405 under the Securities Act
(and “controlled” and “controlling” shall have correlative
meanings). 


 


“Demand
Registration” has the meaning given to that term in Section 4.1 of
this Agreement.


 


“Demanding
Holders” has the meaning given to that term in Section 4.1 of this
Agreement.


 


“ECA Shares”
has the meaning set forth in the Equity Commitment Agreement.


 


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“Effective
Date” means each effective date or deemed effective date under the
Securities Act of any Registration Statement or any post-effective amendment
thereto.


 


“Equity
Commitment Agreement” has the meaning given that term in the recitals
hereof.


 


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


 


“Filing
Date” means (a) with respect to the Initial Registration Statement,
not later than April 2, 2007 (b) with respect to a Registration
Statement to be filed on Form S-1 (or any applicable successor form), not
later than 75 days after receipt by the Company of a request for such Registration
Statement and (c) with respect to a Registration Statement to be filed on Form S-3
(or any applicable successor form), not later than 45 days after receipt by the
Company of a request for such Registration Statement.


 


“Free
Writing Prospectus” means a free writing prospectus as defined in Rule 405
under the Securities Act relating to the Registrable Securities included in the
applicable registration.


 


“Holder
Shelf Offering” has the meaning given to that term in Section 3.2(a) of
this Agreement.


 


“Holders”
means (i) the Investors and (ii) any transferees of such Investors’
Registrable Securities in accordance with Section 12.4 of this Agreement,
in each case at such times as such Persons shall own Registrable Securities. 


 


“Indemnified
Person” has the meaning given to that term in Section 8.3 of this
Agreement.


 


“Indemnifying
Person” has the meaning given to that term in Section 8.3 of this
Agreement.


 


“Initial
Registration Statement” means the Registration Statement to be filed by the
Company pursuant to Rule 415 of the Securities Act and pursuant to the
Amended Plan relating to the Registrable Securities. 


 


“Investor”
and “Investors” have the meanings given to those terms in the introductory
paragraph hereof.


 


“Issuer
Free Writing Prospectus” means an issuer free writing prospectus as defined
in Rule 433 under the Securities Act.


 


“Joinder
Agreement” has the meaning given to that term in Section 12.2 of this
Agreement.


 


“JPM”
means, collectively, JPMorgan Securities and its Affiliates who are parties to
this Agreement.


 


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“JPMorgan
Securities” has the meaning given to that term in the introductory paragraph
of this Agreement.


 


“Lock-Up
Period” has the meaning given to that term in Section 7.5(c) of
this Agreement.


 


“Majority
Selling Holders” means those Selling Holders whose Registrable Securities
included in a specified registration represent a majority of the Registrable
Securities of all Selling Holders included therein. 


 


“Material
Adverse Effect” has the meaning given to that term in Section 2.1(a) of
this Agreement.


 


“NASD”
has the meaning given to that term in Section 7.1(m) of this Agreement. 


 


“NASDAQ”
means the NASDAQ National Market.


 


“New Common
Stock” means the shares of new common stock of the Company issued on and
after the effective date of the Amended Plan and any additional shares of
common stock paid, issued or distributed in respect of any such shares by way
of a stock dividend, stock split or distribution, or in connection with a
combination of shares, recapitalization, reorganization, merger or
consolidation, or otherwise.


 


“NYSE”
means the New York Stock Exchange.


 


“Other
Stockholders” means any Person (other than the Holders) having rights to
participate in a registration of the New Common Stock.


 


“Person”
means any individual, corporation, general or limited partnership, limited
liability company, joint venture, trust or other entity or association,
including without limitation any governmental authority.


 


“Piggyback
Notice” has the meaning given to that term in Section 5.1 of this
Agreement.


 


“Piggyback
Registration” has the meaning given to that term in Section 5.1 of
this Agreement.


 


“Preliminary
Prospectus” has the meaning given to that term in Section 2.1(i) of
this Agreement.


 


“Prospectus”
means the prospectus relating to the Registrable Securities included in the
applicable Registration Statement, and any such prospectus as supplemented by
any and all prospectus supplements and as amended by any and all amendments
(including post-effective amendments) and including all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


4

















 


“Questionnaire”
has the meaning given to that term in Section 3.2(a) of this
Agreement.


 


“Registrable
Securities” means at any time (a) shares of New Common Stock purchased
by a Holder pursuant to the Equity Commitment Agreement or Syndication
Agreement, (b) shares of New Common Stock received by a Holder pursuant to
the Amended Plan in respect of their claims, including pursuant to the Rights
Offering, to the extent required to be registered under the Securities Act in connection
with the resale thereof, and (c) any additional shares of New Common Stock
held by a Holder, which additional shares were paid, issued or distributed in respect
of any shares of the types described in clauses (a) and (b) of this
definition by way of stock dividend, stock split or distribution, or in
connection with a combination of shares, recapitalization, reorganization,
merger or consolidation, or otherwise; provided, however,
that as to any Registrable Securities, such securities shall cease to
constitute Registrable Securities upon the earliest to occur of: (i) the
date on which the securities are disposed of pursuant to an effective
registration statement under the Securities Act; (ii) the date on which
the securities are disposed of pursuant to Rule 144 (or any successor
provision) under the Securities Act or are eligible to be disposed of pursuant
to Rule 144(K) or any successor thereto; and (iii) the date on which
the securities cease to be outstanding. 


 


“Registration
Expenses” has the meaning given to that term in Section 7.4(a) of
this Agreement.


 


“Registration
Statement” means any registration statement of the Company under the
Securities Act that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the related Prospectus, all amendments
and supplements to such registration statement (including post-effective
amendments), and all exhibits and all materials incorporated by reference or
deemed to be incorporated by reference in such registration statement. 


 


“Required
Period” means: (i) with respect to the Initial Registration Statement,
two years following the later of the Effective Date thereof and the Closing
Date, (ii) with respect to any other “shelf registration,” two years
following the Effective Date of the Registration Statement filed in connection
therewith and (iii) with respect to any other Registration Statement, 90
days following the Effective Date thereof.


 


“Rights
Offering” shall have the meaning given to such term in the Equity Commitment
Agreement.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.


 


“SEC”
means the United States Securities and Exchange Commission and any successor
United States federal agency or governmental authority having similar powers.


 


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


 


5

















 


“Selling
Holder” means, with respect to a specified registration pursuant to this
Agreement, Holders whose Registrable Securities are included in such
registration.


 


“Selling
Holder Information” has the meaning given to that term in Section 3.2(a) of
this Agreement.


 


“Significant
Subsidiary” means any subsidiary that would be a “significant subsidiary”
as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act.


 


“Syndication
Agreement” has the meaning given to such term in the recitals hereof.


 


“Underwritten
Registration” or “Underwritten Offering” means a registration in
which securities of the Company are sold to an underwriter for reoffering to
the public.


 


ARTICLE II.



REPRESENTATIONS AND WARRANTIES OF THE COMPANY 


 


SECTION 2.1                          Representations
and Warranties of the Company. The Company represents and warrants to, and
agrees with, each Investor as set forth below, (i) with respect to
Sections 2.1(a), (b), (c), (f) and (g), as of the date hereof and (ii) with
respect to all other representations and warranties not expressly limited as to
their date, as of each Effective Date:


 


(a)                                  Incorporation and
Qualification. The Company and each of its subsidiaries has been duly
organized and is validly existing and in good standing under the laws of their
respective jurisdictions of organization, with the requisite power and
authority to own its properties and conduct its business as currently conducted.
Each of the Company and its subsidiaries has been duly qualified as a foreign
company for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties or conducts
any business so as to require such qualification, except to the extent the failure
to be so qualified or be in good standing has not had and could not reasonably
be expected to have, individually or in the aggregate, a material adverse
effect on the business, results of operations, property or financial condition
of the Company and its subsidiaries taken as a whole as such business is
proposed to be conducted as contemplated by the Amended Plan or on the ability
of the Company, subject to the approvals and other authorizations set forth in Section 3(g) of
the Equity Commitment Agreement, to consummate the transactions contemplated by
the Transaction Documents (a “Material Adverse Effect”).


 


(b)                                 Corporate Power and
Authority. The Company has the requisite corporate power and authority to
enter into, execute and deliver this Agreement and, subject to entry of the
Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any
applicable waiting period set forth in the Bankruptcy Rules, respectively, to
perform its obligations hereunder. The Company has taken all necessary
corporate action required for the due authorization, execution, delivery and
performance by it of this Agreement.


 


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(c)                                  Execution and
Delivery; Enforceability. This Agreement has been duly and validly executed
and delivered by the Company, and, upon the entry of the Agreement Order and
the expiration, or waiver by the Bankruptcy Court, of any applicable waiting
period set forth in the Bankruptcy Rules, this Agreement will constitute the
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 


(d)                                 Authorized Capital
Stock. The authorized capital stock of the Company conforms in all material
respects to the authorized capital stock set forth in the Registration
Statement and Preliminary Prospectus and the issued and outstanding shares of
capital stock of the Company conforms in all material respects to the
description set forth in the Registration Statement and Preliminary Prospectus.


 


(e)                                  Issuance. All
outstanding shares of New Common Stock have been duly and validly issued, are
fully paid and non-assessable, and are free and clear of all taxes, liens,
pre-emptive rights, rights of first refusal, subscription and similar rights.


 


(f)                                    No Conflict.
Subject to the entry of the Agreement Order and the expiration, or waiver by
the Bankruptcy Court, of any applicable waiting period set forth in the
Bankruptcy Rules, the execution and delivery by the Company of this Agreement
and compliance by the Company with all of the provisions hereof and the
consummation of the transactions contemplated hereby (i) will not result
in a breach or violation of, any of the terms or provisions of, or constitute a
default under, or result, in the acceleration of, or the creation of any lien
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, (ii) will not result in any violation of the provisions of the
Certificate of Incorporation or Bylaws of the Company included in the Amended
Plan and as applicable to the Company from and after the effective date of the
Amended Plan and (iii) will not result in any violation of, or any
termination or material impairment of any rights under, any statute or any
license, authorization, injunction, judgment, order, decree, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their properties, except in
any such case described in subclause (i) or (iii) as have been
described in an effective Registration Statement or as will not have and are
not reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect and except in any such case described in subclause (i), for (y)
the registration under the Securities Act contemplated hereby and (z) such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the sale of
the shares of New Common Stock by the Investors.


 


(g)                                 Consents and
Approvals. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties is required for the execution and delivery by the Company of this
Agreement and performance of and compliance by the Company with all of the
provisions hereof and the consummation by the Company of the transactions
contemplated hereby, except (i) the entry


 


7

















 


of the Agreement Order and the expiration, or
waiver by the Bankruptcy Court, of any applicable waiting period set forth in
the Bankruptcy Rules, (ii) the registration under the Securities Act
contemplated hereby and (iii) such consents, approvals, authorizations, registrations
or qualifications (w) as may be required under NYSE or NASDAQ rules and
regulations in order to consummate the transactions contemplated herein, (x) as
may be required under state securities or Blue Sky laws in connection with
the sale of the shares of New Common Stock by the Investors, (y) as have been
described in an effective Registration Statement or (z) the absence of which
will not have or are not reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(h)                                 Exchange Act
Documents. The documents incorporated by reference in the Registration
Statement or the Preliminary Prospectus, when they became effective or were
filed with the SEC, as the case may be, conformed in all material respects
to the requirements of the Exchange Act and, when read together with the other
information included or incorporated by reference in the Registration
Statement, at the time the Registration Statement became effective or the date
of such Preliminary Prospectus, none of such documents contained any untrue
statement of a material fact or omitted 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; and any further
documents so filed and incorporated by reference in the Registration Statement
or the Preliminary Prospectus, when such documents become effective or are
filed with the SEC, as the case may be, will conform in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and will not, when read together with the other information
included or incorporated by reference in the Registration Statement and the
Preliminary Prospectus, contain any 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. 


 


(i)                                     Preliminary
Prospectus. Each Preliminary Prospectus, at the time of filing thereof,
will comply in all material respects with the Securities Act and will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company makes no representation and
warranty to an Investor with respect to any statements or omissions made in
each such Preliminary Prospectus in reliance upon and in conformity with
information relating to such Investor furnished to the Company in writing by
such Investor expressly for use in any Preliminary Prospectus. As used herein,
the term “Preliminary Prospectus” means each prospectus included in such
registration statement (and any amendments thereto) before it becomes
effective, any prospectus filed with the SEC pursuant to Rule 424(a) under
the Securities Act and the prospectus included in the Registration Statement,
at the time of their respective effectiveness.


 


(j)                                     Registration
Statement and Prospectus. As of the Effective Date of a Registration
Statement, such Registration Statement complies in all material respects with
the Securities Act, and does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and as of the
applicable filing date of the Prospectus and


 


8

















 


any amendment or supplement thereto, the
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that the Company makes no
representation and warranty to an Investor with respect to any statements or
omissions made in such Registration Statement or Prospectus or amendment or
supplement thereto in reliance upon and in conformity with information relating
to such Investor furnished to the Company in writing by such Investor expressly
for use in the Registration Statement and the Prospectus and any amendment or
supplement thereto.


 


ARTICLE III.



INITIAL REGISTRATION


 


SECTION 3.1                          Initial
Registration Statement. 


 


(a)                                  The
Company has filed the Initial Registration Statement with the SEC on the Filing
Date and will use its commercially reasonable efforts to cause it to be
declared effective by the SEC no later than June 30, 2007 on an
appropriate form under the Securities Act relating to the offer and sale
of the Registrable Securities by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Initial Registration
Statement and Rule 415 under the Securities Act. Once the Initial
Registration Statement is declared effective by the SEC, the Company shall use
its commercially reasonable efforts to (i) cause the Initial Registration
Statement to remain continually effective, and supplemented and amended
throughout the Required Period and (ii) file post-effective amendments on Form S-3
to the Initial Registration Statement, as soon as the Company is eligible to
use Form S-3 for secondary offerings. The Company’s obligations under this
Section 3.1 are subject to the provisions of Article VI.


 


SECTION 3.2                          Initial
Registration Procedures.


 


(a)                                  During
the Required Period, any Holder shall be entitled, subject to the remainder of
this Section 3.2, to sell all or any part of the Registrable Securities
registered on behalf of such Holder pursuant to the Initial Registration
Statement (“Holder Shelf Offering”). Notwithstanding any other provision
of this Agreement, no Holder may include any of its Registrable Securities
in a Holder Shelf Offering pursuant to this Agreement unless the Holder shall
provide to the Company a fully completed notice and questionnaire in
substantially the form set forth in Exhibit A hereto (the “Questionnaire”)
and such other information in writing as may be reasonably requested by
the Company pursuant to Section 7.2 (the “Selling Holder Information”).
In order to be named as a selling securityholder in the Initial Registration
Statement or Prospectus at the time it initially becomes effective under the
Securities Act, each Holder must no later than three Business Days prior to the
Effective Date of the Initial Registration Statement, which will be at least 15
days following notice by the Company of the expected initial Effective Date
(the “Company Registration Notice”), furnish in writing the completed
Questionnaire and such other Selling Holder Information that the Company may reasonably
request in writing, if any, to the Company. The Company Registration Notice
shall set forth (1) the expected initial Effective Date, (2) the date
by which Holders must return a completed Questionnaire in order to be named as
selling securityholders in the Initial Registration Statement, and (3) if
such Company Registration


 


9





















 


Notice is given prior to the
effective date of the Amended Plan, (a) for each class under the
Amended Plan receiving shares of New Common Stock (as defined in the Amended
Plan), the number of shares of New Common Stock that a holder of $1,000 in
Allowed Claims (as defined in the Amended Plan) of such class would
receive on the effective date of the Amended Plan and (b) for each series of
notes under an Indenture (as defined in the Plan), the amount of the Allowed
Claim in Class 1D (as defined in the Amended Plan) that a holder of $1,000
in principal amount of such series would hold pursuant to the Amended
Plan.


 


The Company
shall include in the Initial Registration Statement the information from the
completed Questionnaire and such other Selling Holder Information, if any, received
by the Company at least one Business Day prior to the initial Effective Date of
the Initial Registration Statement and the Prospectus, as necessary in a manner
so that upon such effectiveness of the Initial Registration Statement the
Holder shall be named as a selling securityholder and be permitted to deliver
(or be deemed to deliver) such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law. From and after the date that the
Initial Registration Statement initially becomes effective, upon receipt of a
completed Questionnaire (including any updated Questionnaire) and such other
Selling Holder Information (including any updated Selling Holder Information)
that the Company may reasonably request in writing (including any
amendments to any prior Questionnaire or Selling Holder Information), if any,
but in any event within ten Business Days after the Company receives the
completed Questionnaire and such other Selling Holder Information, if any, the
Company shall use its commercially reasonable efforts to file any amendments or
supplements to the Initial Registration Statement or Prospectus or the
documents incorporated by reference therein necessary for such Holder to be
named as a selling securityholder and permit such Holder to deliver (or be
deemed to deliver) the Prospectus to purchasers of the Registrable Securities
(subject to the Company’s rights during a Blackout Period); provided
that the Company shall not be required to file more than one such amendment to
the Registration Statement in any rolling 30-day period. Holders that do not
deliver a completed written Questionnaire and such other information, as
provided for in this Section 3.2(a), shall not be named as selling
securityholders in the Prospectus until such Holder delivers such information
and the appropriate notice and other periods called for by this Agreement shall
have elapsed. If the Company shall file a post-effective amendment to the
Initial Registration Statement, it shall use commercially reasonable efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is reasonably practicable and notify such Holder
as promptly as practicable after the effectiveness under the Securities Act of
any post-effective amendment filed pursuant to this Article III. If such
Selling Holder Information is delivered during a Blackout Period, the Company
shall so inform the Holder delivering such Selling Holder Information and
shall take the actions set forth in this Section 3.2(a) upon
expiration of the Blackout Period as though such Holder’s Selling Holder
Information had been delivered on the expiration date of such Blackout Period.


 


(b)                                 Any
Holder may, by written notice to the Company, request that the Company take any
commercially reasonable steps necessary to assist and cooperate with such
Holder to facilitate a Holder Shelf Offering, subject to the provisions of this
Agreement. Such written notice shall specify the number of shares of Registrable
Securities proposed to be sold and shall also specify the intended method of disposition
thereof.


 


10





















 


(c)                                  At
any time and from time to time after the Initial Registration Statement becomes
effective, Holders may request in writing that the Company file a
post-effective amendment to the Initial Registration Statement with respect to
all or part of their Registrable Securities (which written request shall
be addressed to the Secretary of the company, shall state that the request is
for a post-effective amendment pursuant to this Section 3.2(c) and
shall specify (i) the then current name and address of such requesting
Holder or Holders, (ii) the aggregate number of shares of Registrable
Securities requested to be registered pursuant to such post-effective
amendment, (iii) the total number of shares of New Common Stock then held
by such requesting Holder or Holders, and (iv) the intended means of
distribution); provided, however, that the Company shall only be
required to file a post-effective amendment to the Initial Registration
Statement once per any 90-day period. the Company shall notify each other
Holder of such request (by delivering a copy of such request to each such
Holder) for a post-effective amendment and each other Holder may, by written
notice to the Company given no later than 10 Business Days after the Company’s
notice is given to such Holder (which notice shall specify (i) the
then-current name and address of the Holder, (ii) the aggregate number of
shares of Registrable Securities requested to be registered pursuant to the
post-effective amendment by such Holder or group of Holders, and (iii) the
total number of shares of New Common Stock then held by such Holder), request
that all or part of such Holder’s Registrable Securities be included in
such post-effective amendment. The Company shall file a post-effective
amendment covering such requesting Holder’s or Holders’ Registrable Securities
requested to be registered as promptly as practicable after receipt of such
request. At any time after the Initial Registration Statement ceases to be
effective for a period of thirty (30) days or more and there are Registrable
Securities outstanding, the Holders of such Registrable Securities shall be
entitled to request a Demand Registration with respect to such shares in
accordance with Sections 4.1(a) and 4.1(b).


 


ARTICLE IV.



DEMAND REGISTRATION


 


SECTION 4.1                          Right
to Demand Registration.


 


(a)                                  Subject
to Sections 4.1(b) and 4.1(c) at any time and from time to time,
(x) JPM may request in writing that the Company effect the registration of
all or part of its Registrable Securities and (y) any Holder or group of
Holders (excluding JPM) representing at least 33% of all Registrable Securities
then outstanding, may request in writing that the Company (the “Demanding
Holders”) effect the registration (a “Demand Registration”) of all
or part of such Demanding Holder’s or Holders’ Registrable Securities with
the SEC under and in accordance with the provisions of the Securities Act
(which written request shall be addressed to the Secretary of the Company,
shall state that the request is for a Demand Registration pursuant to this Section 4.1(a) and
shall specify (i) the then current name and address of such Demanding Holder
or Holders, (ii) the aggregate number of shares of Registrable Securities
requested to be registered in such registration by such Holder or group of
Holders, (iii) the total number of shares of New Common Stock then held by
such Demanding Holder or Holders, and (iv) the intended means of
distribution). The Company shall notify each other Holder of such request (by
delivering a copy of such request to each such Holder) for registration and
each other Holder may, by written notice to the Company given no later than 10
Business Days after the Company’s notice is given to such Holder (which notice
shall specify (i) the then-current name and address of the Holder, (ii)


 


11





















 


the aggregate number of shares
of Registrable Securities requested to be registered in such registration by
such Holder or group of Holders, and (iii) the total number of shares of
New Common Stock then held by such Holder), request that all or a part of
such Holder’s Registrable Securities be included in such registration. The
Company shall file a Registration Statement covering such Demanding Holder’s or
Holders’ Registrable Securities requested to be registered as promptly as
practicable (and, in any event, by the applicable Filing Date) after receipt of
such request; provided, however, that the Company shall not be required to take any action
pursuant to this Article IV:


 


(i)                                     in
the case of a non-Underwritten Offering, unless the Registrable Securities
requested to be registered (A) have an aggregate then-current market
value, including (x) in the case of a Demand Registration by JPM, Registrable
Securities of other Holders which such Holders have agreed to include in such
Demand Registration and (y) in the case of a Demand Registration by other
Holders, Registrable Securities of JPM which JPM has agreed to include in such
Demand Registration, of $25 million or more (before deducting underwriting
discounts and commission) or (B) constitute all of the then-outstanding
Registrable Securities held by the Demanding Holders or Holders;


 


(ii)                                  in
the case of an Underwritten Offering, unless the Registrable Securities
requested to be registered (A) have an aggregate then-current market value
at the time of the request for a Demand Registration, including (x) in the case
of a Demand Registration by JPM, Registrable Securities of other Holders which
such Holders have agreed to include in such Demand Registration and (y) in the
case of a Demand Registration by other Holders, Registrable Securities of JPM
which JPM has agreed to include in such Demand Registration, of $50 million or
more (before deducting underwriting discounts and commission) or (B) constitute
all of the then-outstanding Registrable Securities held by the Demanding
Holders or Holders; or


 


(iii)                               during
the pendency of any Blackout Period.


 


(b)                                 Holders
may only request a Demand Registration with respect to the Registrable
Securities in accordance with Section 4.1(a) or participate in a
Piggyback Registration in accordance with Section 5.1 if the Initial
Registration Statement ceases to be effective for a period of thirty (30) days
or more and there are Registrable Securities outstanding. Subject to the
provisions of Section 4.1(a), the Holders shall be entitled to request an
aggregate of three (3) Demand Registrations with respect to the
Registrable Securities during any twelve month period. Subject to Section 4.5,
a registration shall not count as one of the permitted Demand Registrations (i) until
it has become effective or (ii) if the initiating Holder(s) requesting
such registration is not able to register eighty percent (80%) of the
Registrable Securities requested by such initiating Holders to be included in
such registration.


 


(c)                                  If
at any time there is no Company “shelf” Registration Statement outstanding with
respect to Registrable Securities, the Demanding Holder or Holders making such
request hereunder may specify that the requested registration be a “shelf
registration” for an offering on a delayed or continuous basis pursuant to Rule 415
under the Securities Act.


 


12





















 


SECTION 4.2                          Priority
on Demand Registrations.


 


No securities
to be sold for the account of any Person (including the Company) other than a
Holder shall be included in a Demand Registration pursuant to Section 4.1
if, in the case that such registration is to be an Underwritten Registration,
the managing underwriter of the Underwritten Offering relating thereto advises
the Demanding Holders (or, in the case that such registration is not to be an
Underwritten Registration, the Demanding Holders requesting registration
determine in good faith) that the total amount of Registrable Securities
requested to be registered, together with such other securities that the
Company and any Other Stockholders propose to include in such offering is such
as to adversely affect the successful marketing (including the pricing) of the
securities included in such offering, in which case the Company shall include
in such registration all Registrable Securities requested to be included
therein, up to the full amount that, in the view of such managing underwriter
or such Demanding Holders requesting registration, as the case may be, can
be sold without adversely affecting the success of such offering, before
including any securities of any Person (including the Company) other than the
Demanding Holders and the other Holders. If the number of shares to be included
in any such offering is less than the aggregate number of Registrable
Securities requested by Demanding Holders and the other Holders to be included
therein, then the Registrable Securities to be included in such offering shall
be allocated pro rata among such Demanding Holders and the other Holders on the
basis of the number of Registrable Securities requested by Demanding Holders
and the other Holders to be included therein.


 


SECTION 4.3                          Revocation
of Demand Registration. (i) JPM, if a registration is requested
pursuant to Section 4.1(a)(x) or (ii) Holders of at least a majority
of the Registrable Securities to be included in a Registration Statement
pursuant to Section 4.1, if a registration is requested pursuant to Section 4.1(a)(y),
may, at any time prior to the Effective Date of the Registration Statement
relating to such registration, revoke their request to have Registrable
Securities included therein by providing a written notice to the Company and,
if the Company receives such written notice, it shall not cause such
Registration Statement to become effective under the Securities Act. Any such
revocation by JPM or Holders shall be deemed a Demand Registration for purposes
of counting the number of Demand Registrations pursuant to Section 4.1(b) unless
the expenses incurred by the Company with respect to the Demand Registration
and the revocation thereof are paid by JPM or Holders, as the case may be.


 


SECTION 4.4                          Withdrawal
by the Holders. If (a) a Blackout Period occurs after a request for a
Demand Registration pursuant to Section 4.1 hereof but before the
Registrable Securities of the Demanding Holder or Holders covered by such
request are sold, transferred, exchanged or disposed in accordance with such
request, (b) the Demanding Holder or Holders requesting such Demand
Registration are not entitled to include all of such Registrable Securities
requested by such Demanding Holder or Holders in any offering, or (c) the
Company has breached its obligations hereunder, then in any of such cases the
Demanding Holder or Holders requesting such registration may elect to
withdraw from or revoke such offering by giving written notice to the Company
and the underwriter, to the extent applicable, of such Demanding Holder’s or
Holders’ request to withdraw or revoke prior to the effectiveness of the
Registration Statement filed with the SEC with respect to such Demand
Registration. If the Holder or Holders requesting such registration withdraw
from or revoke the proposed offering relating to a Demand Registration in
accordance with the previous sentence, then (x) such


 


13





















 


Holders shall have no further
rights to include their Registrable Securities in such Demand Registration, (y)
the Company shall cease all efforts to secure such registration, and (z) the
Company shall reimburse such Holder or Holders for all of their out-of-pocket
expenses incurred in connection with such cancelled registration as a result of
clause (a) or (c) above through the date of the written notice of
withdrawal or revocation.


 


ARTICLE V.



PIGGYBACK REGISTRATION


 


SECTION 5.1                          Right
to Piggyback. Subject to Section 4.1(b), if the Company at any time
proposes to file a registration statement under the Securities Act with respect
to an offering (a “Piggyback Registration”) of any New Common Stock
(other than a registration statement (a) on Form S-8 or any successor
form thereto, (b) on Form S-4 or any successor form thereto
or (c) relating solely to a transaction under Rule 145 under the
Securities Act), whether or not for its own account, on a form that would
permit registration of Registrable Securities for sale to the public under the
Securities Act, then the Company shall give prompt written notice (the “Piggyback
Notice”) of such proposed filing to the Holders at least 10 Business Days
before the anticipated filing date. The Piggyback Notice shall include the
number of shares of New Common Stock proposed to be registered, the proposed
date of filing of such registration statement, any proposed means of
distribution, any proposed managing underwriter and a good faith estimate by
the Company of the proposed maximum offering price as such price is proposed to
appear on the facing page of such registration statement. The Company
shall, subject to Section 5.2, use its commercially reasonable efforts in
order to provide the Holders with the opportunity to request to register such
amount of Registrable Securities as each Holder may specify on the same
terms and conditions as the registration of the Company’s or Other Stockholders’
securities, as the case may be (a “Piggyback Registration”). The Company
shall use its commercially reasonable efforts to include in such Piggyback
Registration all Registrable Securities for which the Company has received
written requests for inclusion within 10 Business Days after delivery of the
Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s
obligations under this Section 5.1 are subject to the provisions of Article VI.


 


SECTION 5.2                          Priority
on Piggyback Registrations. If the Piggyback Registration is an
Underwritten Offering, the Company shall use its commercially reasonable
efforts to cause the managing underwriter of that proposed offering to permit
the Holders that have requested Registrable Securities to be included in the
Piggyback Registration to include all such Registrable Securities on the same
terms and conditions as the registration of the Company’s securities. Notwithstanding
the foregoing, if the managing underwriter of such Underwritten Offering
advises the Company and the Selling Holders in writing that, in its view, the
total amount of shares of New Common Stock that the Company, such Holders and
any Other Stockholders propose to include in such offering is such as to
adversely affect the successful marketing (including the pricing) of the
securities included in such Underwritten Offering, then:


 


(i)                                     if such Piggyback
Registration is a primary registration by the Company for its own account, the
Company shall include in such Piggyback Registration: (A) first, up
to the full amount of securities to be
offered by the Company; (B) second, up to the full


 


14

















 


amount of Registrable
Securities requested to be included in such Piggyback Registration by the
Holders pursuant to Section 5.1 hereof, allocated among the participating
Holders on a pro rata basis, and (C) third, up to the full amount
of securities requested to be included in such Piggyback Registration by any
Other Stockholders in accordance with the priorities, if any, then existing
among the Company and the Other Stockholders so that the total amount of
securities to be included in such Underwritten Offering is the full amount
that, in the view of such managing underwriter, can be sold without adversely affecting
the successful marketing (including pricing) of the securities included in such
Underwritten Offering; and


 


(ii)                                  if such Piggyback
Registration is an underwritten secondary registration for the account of
holders of securities of the Company, the Company shall include in such
registration: (A) first, up to the full amount of securities of the
Persons exercising “demand” registration rights requested to be included
therein; (B) second, up to the full amount of Registrable
Securities requested to be included in such Piggyback Registration by the
participating Holders pursuant to Section 5.1 hereof, allocated among such
Holders on a pro rata basis; (C) third, up to the full amount of
securities proposed to be included in the registration by the Company; and (D) fourth,
up to the full amount of securities requested to be included in such Piggyback
Registration by the Other Stockholders in accordance with the priorities, if
any, then existing among the Company and the Other Stockholders so that the
total amount of securities to be included in such Underwritten Offering is the
full amount that, in the view of such managing underwriter, can be sold without
adversely affecting the success of such Underwritten Offering.


 


SECTION 5.3                          Withdrawal
of Piggyback Registration.


 


(a)                                  If
at any time after giving the Piggyback Notice and prior to the effective date
of the Registration Statement filed in connection with the Piggyback
Registration, the Company determines for any reason not to register or to delay
the Piggyback Registration, the Company may, at its election, give notice of
its determination to all Holders, and in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with the abandoned Piggyback Registration, without
prejudice.


 


(b)                                 Any
Holder of Registrable Securities requesting to be included in a Piggyback
Registration may withdraw its request for inclusion by giving written
notice to the Company of its intention to withdraw from that registration, provided,
however, that (i) the Holder’s request be made in writing and (ii) the
withdrawal shall be irrevocable and, after making the withdrawal, a Holder
shall no longer have any right to include its Registrable Securities in that
Piggyback Registration.


 


(c)                                  An
election by the Company to withdraw a Piggyback Registration under this Section 5.3
shall not be deemed to be a breach of the Company’s obligations with respect to
such Piggyback Registration.


 


15




















 


ARTICLE VI.



BLACKOUT PERIOD


 


SECTION 6.1                          Initial
Registration, Demand and Piggyback Blackout. Notwith-standing any other
provision of this Agreement to the contrary, if the Board of Directors of the
Company determines in good faith that the registration and distribution of
Registrable Securities (a) would materially impede, delay or interfere
with, or require premature disclosure of, any material financing, offering,
acquisition, corporate reorganization or other significant transaction, or any
negotiations, discussions or pending proposals with respect thereto, involving
the Company or any of its subsidiaries or (b) would require disclosure of
non-public material information, the disclosure of which would materially and
adversely affect the Company, the Company shall (i) be entitled to
postpone the preparation, filing or effectiveness or suspend the effectiveness
of a Registration Statement and/or the use of any resale Prospectus for a
reasonable period of time not to exceed 60 days and (ii) promptly give the
Holders notice of such postponement or suspension (which notice need not
specify the nature of the event giving rise to such suspension).


 


SECTION 6.2                          Blackout
Period Limits. Notwithstanding anything contained in this Article VI
to the contrary, the Company shall not be entitled to more than three Blackout
Periods during any consecutive 12-month period, and in no event shall the
number of days included in all Blackout Periods during any consecutive 12-month
period exceed an aggregate of 90 days and in no event shall the Company be
entitled to postpone the preparation, filing or effectiveness or suspend the
effectiveness of a Registration Statement and/or the use of any resale
Prospectus included in a Registration Statement pursuant to this Article VI
unless it postpones or suspends during the Blackout Period the effectiveness of
any registration statements required pursuant to the registration rights of the
Other Stockholders. In the event of the occurrence of any Blackout Period,
during any Required Period, the same shall be extended by the number of days
during which such Blackout Period is in effect.


 


ARTICLE VII.



PROCEDURES AND EXPENSES


 


SECTION 7.1                          Registration
Procedures. In connection with the Company’s registration obligations
pursuant to Articles III, IV and V the Company shall use its commercially
reasonable efforts to effect such registrations to permit the sale of
Registrable Securities by a Selling Holder in accordance with the intended
method or methods of disposition thereof, and pursuant thereto the Company
shall as promptly as reasonably practicable:


 


(a)                                  prepare and file with
the SEC a Registration Statement on an appropriate form under the
Securities Act available for the sale of the Registrable Securities by the
Selling Holders in accordance with the intended method or methods of
distribution thereof; provided, however, that the Company shall (i) before
filing, furnish to one firm of counsel for the Selling Holders (selected by JPM
with respect to the Initial Registration Statement and if JPM is requesting
registration of any of its Registrable Securities pursuant to Section 4.1(a)(x)
to be included in the registration or if JPM is not requesting 


 


16

















 


registration of any of its Registrable
Securities pursuant to Section 4.1(a)(x), then the Majority Selling
Holders in accordance with Section 7.4) and the managing underwriter, if
any, within a reasonable period of time (but in any event at least three
Business Days) prior to the filing thereof with the SEC to afford to such
counsel, the Selling Holders, the managing underwriter and its counsel a
reasonable opportunity for review, copies of the Registration Statement or
Prospectus proposed to be filed, and (ii) reflect in each such document, when
so filed with the SEC, such written comments as such counsel to the Selling
Holders and the managing underwriter may reasonably propose;


 


(b)                                 furnish, at its
expense, to the Selling Holders such number of conformed copies of the
Registration Statement and each amendment thereto, of the Prospectus and each
supplement thereto, and of such other documents as the Selling Holders reasonably
may request in writing from time to time;


 


(c)                                  subject to Section 4.2
and Article VI, prepare and file with the SEC any amendments and
post-effective amendments to the Registration Statement as may be
necessary and any supplements to the Prospectus as may be required or
appropriate, in the view of the Company and its counsel, by the rules,
regulations or instructions applicable to the registration form used by
the Company or by the Securities Act to keep the Registration Statement
effective until the earlier of (i) such time as all shares of New Common
Stock covered by the Registration Statement cease to be Registrable Securities
and (ii) the termination of the Required Period (giving effect to any
extensions thereof pursuant to Section 4.2(b), Section 6.2 or Section 7.3);


 


(d)                                 promptly following its
actual knowledge thereof (but in any event within two Business Days), notify
the Selling Holders and the managing underwriter, if any, in writing:


 


(i)                                     when
a Registration Statement, Prospectus, Issuer Free Writing Prospectus or any
supplement or amendment has been filed and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective;


 


(ii)                                  of
any comments or inquiries by the SEC or any request by the SEC or any other
governmental authority for amendments or supplements to a Registration
Statement, Prospectus or Issuer Free Writing Prospectus or for additional
information (and to furnish the Selling Holders with copies of any correspondence
related thereto);


 


(iii)                               of
the issuance by the SEC or any other governmental authority of any stop order
or order preventing or suspending the effectiveness of a Registration Statement
or the use of any Prospectus or the initiation or threatening of any
proceedings for that purpose;


 


(iv)                              of
the receipt by the Company of any written notification with respect to the
suspension of the qualification or exemption from qualification of the 


 


17

















 


Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose;


 


(v)                                 of
the occurrence of any event during the period a Registration Statement is
effective which makes any statement made in the Registration Statement or the
Prospectus or any Issuer Free Writing Prospectus untrue in any material respect
or which requires the making of any changes in such Registration Statement,
Prospectus or Issuer Free Writing Prospectus so that such Registration
Statement, Prospectus or Issuer Free Writing Prospectus shall not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading (provided,
however, that no notice by the Company shall be required pursuant to this Section 7.1(d)(v) in
the event that the Company either promptly files a Prospectus supplement to
update the Prospectus or an appropriate Exchange Act report that is incorporated
by reference into the Registration Statement, which, in either case, contains
the requisite information that results in such Registration Statement no longer
containing any untrue statement of a material fact or omitting to state a
material fact necessary to make the statements therein or in light of the circumstances
under which they were made, not misleading); and


 


(vi)                              of
the Company’s reasonable determination that a post-effective amendment to a
Registration Statement would be required by applicable law (in which case the
Company shall file the same as soon as practicable after such determination and
use its commercially reasonable efforts to cause the same to become effective
as soon as practicable following filing);


 


(e)                                  use its commercially
reasonable efforts to prevent the issuance of or obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement, or the lifting
of any suspension of the qualification or exemption from qualification of any
of the Registrable Securities for sale in any jurisdiction, at the earliest
practicable date or, if any such order or suspension is made effective during
any Blackout Period, at the earliest practicable date after the Blackout Period;


 


(f)                                    prior to any public
offering of Registrable Securities, use commercially reasonable efforts to
register or qualify, or cooperate with the Majority Selling Holders, or counsel
retained by the Selling Holders’ in accordance with Section 7.4, the
managing underwriter, if any, and its counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions within the United States as
such counsel for the Selling Holders covered by a shelf Registration Statement
or the managing underwriter of an Underwritten Offering of Registrable
Securities reasonably requests in writing and do such other acts and things as may be
reasonably necessary to maintain each such registration or qualification (or
exemption therefrom) effective during the Required Period for such Registration
Statement; provided, however, that the Company shall not be required to qualify
generally to do business or as a dealer in securities in any jurisdiction in
which it is not then so qualified or take any action which 


 


18

















 


would subject it to general service of
process or taxation in any jurisdiction in which it is not then so subject;


 


(g)                                 subject to Section 4.2
and Article VI, as promptly as reasonably practicable after the occurrence
of any event contemplated by Sections 7.1(d)(v) or 7.1(d)(vi) hereof,
use its commercially reasonable efforts to prepare (and furnish at its expense,
subject to any notice by the Company in accordance with Section 7.1(d), to
the Selling Holders a reasonable number of copies of) a supplement or
post-effective amendment to the applicable Registration Statement or a
supplement to the related Prospectus (including by means of an Issuer Free
Writing Prospectus), or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold
thereunder, such Prospectus or Issuer Free Writing Prospectus shall not contain
an 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
light of the circumstances under which they were made, not misleading;


 


(h)                                 enter into such
agreements (including an underwriting agreement containing representations and
warranties and indemnity and contribution provisions of the type made in
customary underwriting agreements for an underwritten public offering), in
usual and customary form, and take such other actions as may be reasonably
requested by the Selling Holders or the managing underwriter, if any, to
expedite the offer for sale or disposition of the Registrable Securities, and
in connection therewith, upon such request and upon the date of closing of any
sale of Registrable Securities in such Underwritten Registration:


 


(i)                                     use
its commercially reasonable efforts to obtain opinions of counsel to the
Company (such counsel being reasonably satisfactory to the managing
underwriter, if any) and updates thereof covering matters customarily covered
in opinions of counsel in connection with Underwritten Offerings (including as
to such matters set forth on Exhibit B attached hereto), addressed to each
Selling Holder and the managing underwriter;


 


(ii)                                  use
its commercially reasonable efforts to obtain customary “comfort” letters from
the independent registered public accountants of the Company (to the extent
deliverable in accordance with their professional standards) addressed to the
Selling Holder (to the extent consistent with Statement on Auditing Standards No. 100
of the American Institute of Certified Public Accountants) and the managing
underwriter, if any, in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with Underwritten Offerings;
and


 


(iii)                               provide
officers’ certificates and other customary closing documents customarily
delivered in connection with Underwritten Offerings and any reasonably
requested by the managing underwriter, if any;


 


provided that the
Company shall only be required to comply with this clause (h): (x) in
connection with an Underwritten Offering and (y) on the initial effective date
of any Registration 


 


19

















 


Statement; provided, further, that with respect to clause (y) the
Company shall not be required to comply with this clause (h) any more than
two times in any 12-month period in connection with Demand Registrations made
pursuant to this Agreement.


 


(i)                                     in connection with
an Underwritten Offering, upon reasonable notice and at reasonable times during
normal business hours, make reasonably available for inspection by a
representative of each Selling Holder, one firm of counsel for the Selling
Holders retained in accordance with Section 7.4, the managing underwriter,
if any, participating in any disposition of Registrable Securities and its
counsel and any single accountant retained by the Selling Holders or any such
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the appropriate officers, directors and
employees of the Company to make reasonably available for such inspection all
such relevant information reasonably requested in writing by them in connection
with the Registration Statement as is customary for “due diligence”
investigations; provided that such Persons shall first agree in writing
with the Company that any information that is reasonably designated by the
Company as confidential at the time of delivery shall be kept confidential by
such Persons and shall be used solely for the purposes of exercising rights
under this Agreement and such Person shall not engage in trading any securities
of the Company until such material non-public information becomes publicly
available, except nothing in such writing shall restrict (i) disclosure of
such information if it is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information if it is required by law (including any disclosure requirements
pursuant to federal or state securities laws in connection with any disposition
of Registrable Securities), (iii) sharing information with other
underwriters, agents or dealers participating in the disposition of any
Registrable Securities, subject to the execution by such other underwriters,
agents or dealers of reasonable non-disclosure agreements with the Company, (iv) using
any such documents or other information in investigating or defending itself
against claims made or threatened by purchasers, regulatory authorities or
others in connection with the disposition of any Registrable Securities, (v) disclosure
of such information if it becomes generally available to the public other than
as a result of a disclosure or failure to safeguard by any such Person or (vi) disclosure
of such information if it becomes available to any such Person from a source
other than the Company and such source is not bound by a confidentiality
agreement or confidentiality obligations or duties; and provided, further, that the
foregoing inspection and information gathering shall, to the greatest extent
possible, be coordinated on behalf of all the Selling Holders and the other
parties entitled thereto by the counsel to the Selling Holders retained in
accordance with Section 7.4 or the counsel to the managing underwriter, if
any;


 


(j)                                     use its
commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC relating to such registration and make generally
available to its securityholders earning statements satisfying the provisions
of Section 11(a) of the Securities Act, provided that the
Company shall be deemed to have complied with this Section 7.1(j) if it
has satisfied the provisions of Rule 158 under the Securities Act (or any
similar rule promulgated under the Securities Act);


 


20

















 


(k)                                  use its commercially
reasonable efforts to cause all Registrable Securities covered by the
applicable Registration Statement if the New Common Stock is then listed on the
NYSE or quoted on the NASDAQ to continue to be so listed or quoted for a reasonable
period of time after the offering;


 


(l)                                     use its
commercially reasonable efforts to procure the cooperation of the Company’s
transfer agent in settling any offering or sale of Registrable Securities;


 


(m)                               use its commercially reasonable
efforts to provide such information as may be reasonably required for any
filings required to be made by the Selling Holders or managing underwriter, if
any, with the National Association of Securities Dealers, Inc. (the “NASD”)
in connection with the offering under any Registration Statement of the
Registrable Securities (including, without limitation, such as may be
required by NASD Rule 2710 or 2720), and, upon the written request of the
Majority Selling Holders, shall use its commercially reasonable efforts to
cooperate in connection with any filings required to be made with the NASD in
that regard on or prior to the filing of any Registration Statement; and


 


(n)                                 use its commercially
reasonable efforts to assist Holders in the marketing of such Registrable
Securities (including without limitation, having officers of the Company attend
“road shows” for Underwritten Offerings and analyst or investor presentations
and rating agency presentations and such other selling or informational
activities requested by the Majority Selling Holders or the managing
underwriter for such Offerings provided that at least 60% of the initial
Registrable Shares are being offered in the Underwritten Offering).


 


SECTION 7.2                          Information
from Holders; Holders’ Obligations.


 


(a)                                  It
shall be a condition precedent to the obligations of the Company to include the
Registrable Securities of any Selling Holder in any Registration Statement or
Prospectus, as the case may be, that such Selling Holder shall take the
actions described in this Section 7.2.


 


(b)                                 Each
Selling Holder that has requested inclusion of its Registrable Securities in
any Registration Statement shall furnish to the Company (as a condition
precedent to such Holder’s participation in such registration) a completed Questionnaire.
Each Holder agrees promptly to furnish to the Company in writing all
information required to be disclosed in order to make the information
previously furnished to the Company by such Holder, in light of the circumstances
under which it was made, not misleading, any other information regarding such
Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Prospectus or Registration Statement under
applicable law or pursuant to SEC comments and any information otherwise
reasonably required by the Company to comply with applicable law or
regulations.


 


(c)                                  Each
Selling Holder shall promptly (i) following its actual knowledge thereof,
notify the Company of the occurrence of any event that makes any statement made
in a Registration Statement, Prospectus, Issuer Free Writing Prospectus or
other Free Writing Prospectus regarding such Selling Holder untrue in any
material respect or that requires the making of any changes 


 


21





















 


in a Registration Statement,
Prospectus or Free Writing Prospectus so that, in such regard, it shall not
contain any untrue statement of a material fact or omit any material fact
required to be stated therein or necessary to make the statements, in light of
the circumstances under which they were made, not misleading and (ii) provide
the Company with such information as may be required to enable the Company
to prepare a supplement or post-effective amendment to any such Registration
Statement or a supplement to such Prospectus or Free Writing Prospectus.


 


(d)                                 With
respect to any Registration Statement for an Underwritten Offering, the
inclusion of a Holder’s Registrable Securities therein shall be conditioned, at
the managing underwriter’s request, upon the execution and delivery by such
Holder of an underwriting agreement; provided that the underwriting agreement
is in customary form and reasonably acceptable to Company and the Majority
Selling Holders of the Registrable Securities to be included in the
Underwritten Offering.


 


(e)                                  Each
Selling Holder shall use commercially reasonable efforts to cooperate with the
Company in preparing the applicable registration.


 


(f)                                    Each
Selling Holder agrees that no Holder of Registrable Securities shall be entitled
to sell any of such Registrable Securities pursuant to a Registration Statement
or to receive a Prospectus relating thereto unless such Holder has furnished
the Company with the Questionnaire and Selling Holder Information relating to
such Holder.


 


(g)                                 Each
Holder shall provide written notice to the Company of any and all sales of
Registrable Securities, whether pursuant to any Registration Statement filed in
accordance herewith or in a private transaction, within five (5) Business
Days of such sale.


 


SECTION 7.3                          Suspension
of Disposition.


 


(a)                                  Each
Selling Holder agrees by acquisition of a Registrable Security that, upon receipt
of any written notice from the Company of the occurrence of any event of the
type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or
7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities
covered by a Registration Statement, Prospectus or Free Writing Prospectus and
suspend use of such Prospectus or Free Writing Prospectus until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 7.1(g) or until it is advised by the Company in writing that
the use of the applicable Prospectus or Free Writing Prospectus may be
resumed and have received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus
or Free Writing Prospectus. In the event the Company shall give any such
notice, the period of time for which a Registration Statement must remain
effective pursuant to this Agreement shall be extended by the number of days
during the time period from and including the date of the giving of such notice
to and including the date when each Selling Holder of Registrable Securities
covered by such Registration Statement has received (i) the copies of the
supplemented or amended Prospectus or Issuer Free Writing Prospectus
contemplated by Section 7.1(g) or (ii) the advice referenced in
this Section 7.3(a).


 


(b)                                 Each
Selling Holder shall be deemed to have agreed that, upon receipt of any notice
from the Company contemplated by Section 6.1, such Selling Holder shall
discontinue disposition 


 


22





















 


of Registrable Securities
covered by a Registration Statement, Prospectus or Free Writing Prospectus and
suspend use of such Prospectus or Free Writing Prospectus until the earlier to
occur of the Holder’s receipt of (i) copies of a supplemented or amended
Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice
from the Company that the use of the applicable Prospectus or Issuer Free
Writing Prospectus may be resumed and (B) copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Issuer Free Writing Prospectus; provided,
however, that in no event shall the number of days during which the offer
and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during
any consecutive 12-month period, together with any other Blackout Periods in
such consecutive 12-month period, exceed an aggregate of ninety (90) days. In
the event the Company gives any such notice contemplated by Section 6.1,
the period of time for which a Registration Statement must remain effective
pursuant to this Agreement shall be extended by the number of days during the
time period from and including the date of giving of such notice to and
including the date when each Selling Holder of Registrable Securities covered
by such Registration Statement receives (i) the supplemented or amended
Prospectus or Issuer Free Writing Prospectus or (ii) written notice from
the Company that use of the applicable Prospectus or Issuer Free Writing
Prospectus may resume.


 


(c)                                  If
so requested by the Company, each Holder shall deliver to the Company all
copies in such Holder’s possession, other than permanent file copies then in
such Holder’s possession or as may be required to be retained in
accordance with applicable law, of the Prospectus covering such Registrable
Securities that was current at the time of receipt of notice from the Company
of any suspension contemplated by this Section 7.3.


 


SECTION 7.4                          Registration
Expenses.


 


(a)                                  All
fees and expenses incurred by the Company in complying with Articles III, IV
and V and Section 7.1 (“Registration Expenses”) shall be borne by
the Company. These fees and expenses shall include without limitation (i) all
registration, filing and qualification fees, including fees made with the NASD,
(ii) printing, duplicating and delivery expenses, (iii) fees and
disbursements of counsel for the Company, (iv) fees and expenses of
complying with state securities or “blue sky” laws (including the reasonable,
documented fees and expenses of the counsel specified in Section 7.4(b) in
connection therewith), (v) fees and disbursements of all independent
registered public accountants referred to in Section 7.1(h)(ii) (including
the expenses of any special audit and “comfort” letters required by or incident
to such performance) and (vi) fees and expenses in connection with listing
the Registrable Securities on the NYSE or quoting the Registrable Securities on
the NASDAQ or any other exchange or automated trading system in accordance with
the other terms of this Agreement.


 


(b)                                 The
Company shall also reimburse or pay, as the case may be, the reasonable
fees and reasonable out-of-pocket expenses of one law firm (which shall be a
nationally recognized law firm experienced in securities law matters) retained
by the Holders (by consent of (i) JPM, with respect to the Initial Registration
Statement and if JPM is requesting registration of any of its Registrable
Securities pursuant to Section 4.1(a)(x) to be included in the
registration or (ii) in connection with Section 4.1(a)(y) or a
Piggyback Registration, by consent of the Majority Selling Holders of
Registrable Securities included in the applicable registration), considered
collectively, within 30 days of presentation of an invoice approved by JPM or
such Holders holding at 


 


23





















 


least a majority of the Registrable
Securities included in any applicable registration, as the case may be.


 


(c)                                  Notwithstanding
anything contained herein to the contrary, all underwriting fees, discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities shall be borne by the Holder owning such Registrable
Securities.


 


SECTION 7.5                          Underwritten
Offerings.


 


(a)                                  In
the event that Holders propose to dispose of their Registrable Securities pursuant
to an Underwritten Offering through the Initial Registration Statement pursuant
to Section 3.1 or a Demand Registration pursuant to Section 4.1, (i) if
the registration is being requested by JPM, JPM shall in its reasonable
discretion and with the consent of the Company (which consent shall not be
unreasonably withheld) select an investment banking firm of national standing
to be the managing underwriter for the Underwritten Offering relating thereto
and (ii) if the Underwritten Offering is being requested by Holders other
than JPM, then the Majority Selling Holders of the Registrable Securities to be
included in the Underwritten Offering shall in their reasonable discretion and
with the consent of the Company (which consent shall not be unreasonably withheld)
select an investment banking firm of national standing to be the managing
underwriter for the Underwritten Offering relating thereto.


 


(b)                                 Provided
the Registrable Securities included in such Underwritten Offering have an
aggregate then current market value of at least $100 million, if so requested
(pursuant to a timely written notice) by the managing underwriter for the
Underwritten Offering relating thereto, the Company shall not effect any
underwritten public sale or distribution of any securities for its own account
or the account of any Person not a party hereto that are the same as, or
similar to, the Registrable Securities, or any securities convertible into, or
exchangeable or exercisable for, any securities of the Company that are the
same as, or similar to, the Registrable Securities, during the 15-day period
prior to, and during the 90-day period after, the date a Registration Statement
for such Underwritten Offering becomes effective (or if later, the date of pricing
of the Underwritten Offering), as specified by the managing underwriter.


 


(c)                                  If
and to the extent requested by the managing underwriter for any Underwritten
Offering, each Holder who “beneficially owns” (as such term is defined under
and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more
of the outstanding shares of New Common Stock that is a party to this Agreement
shall agree with such managing underwriter (such agreement, a “Lock-Up”),
for a period (the “Lock-Up Period”) beginning on a date not earlier than
five Business Days prior to the date of pricing of such Underwritten Offering
and ending not later than 90 days after the date of such pricing, to the effect
that such Holder shall not directly or indirectly (i) offer, pledge, sell,
contract to sell, grant any options for the sale of, seek the redemption of or
otherwise transfer or dispose of (including pursuant to a registration
statement) any shares of New Common Stock (or securities exchangeable or exercisable
for any shares of New Common Stock) held by such Holder, (ii) enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the shares of New Common Stock held by such
Holder, whether any such aforementioned transaction is to be settled by
delivery of shares of New Common Stock or such other securities, in cash or
otherwise, or (iii) publicly disclose 


 


24





















 


the intention to make any such
offer, sale, pledge, transfer or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, so long as the directors and
executive officers of the Company agree to such limits, except for any Holder
that, not later than 5 days following receipt of written notice from the
Company that the Company will be filing a Registration Statement within 15 days
of such notice pursuant to a Demand Registration with respect to an
Underwritten Offering, shall have irrevocably agreed by delivery of written
notice to the Company to terminate all of its rights under this Agreement,
including under any outstanding shelf Registration Statement; provided,
that neither this Section 3.3(c) nor any Lock-Up shall prohibit a
Holder from exercising rights or complying with agreements entered into by such
Holder prior to the commencement of such Lock-Up Period or prevent such Holder
from selling pursuant to such Underwritten Offering; and provided further, that with respect to any Holder that is a
broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up
shall not apply to any transactions effected for or on behalf of any bona fide
customer or client of such Holder (other than a customer or client who is a
beneficial owner of the Registrable Securities held by such Holder).


 


ARTICLE VIII.



INDEMNIFICATION


 


SECTION 8.1                          Indemnification
by the Company. The Company agrees to indemnify and hold harmless each
Holder owning Registrable Securities registered pursuant to this Agreement,
such Holder’s Affiliates, and their respective officers, directors, employees
and agents, and each Person, if any, who controls any such Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act (collectively referred to for purposes of this Article VIII
as a “Holder”), from and against any and all losses, claims, damages and
liabilities (including without limitation, subject to Section 8.3, the
reasonable legal fees and other reasonable out-of-pocket expenses incurred in
investigating, responding to or defending against any claim, challenge,
litigation, investigation or proceeding, including without limitation, all
costs of appearing as a witness in any claim, challenge, litigation,
investigation or proceeding) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement pursuant
to which any Registrable Securities were registered under the Securities Act,
Prospectus or Preliminary Prospectus or Issuer Free Writing Prospectus, or any
amendment thereof or supplement thereto, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary, in the case of any Prospectus or Issuer Free Writing Prospectus, in
light of the circumstances under which they were made, to make the statements
therein not misleading; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration Statement, Prospectus, amendment,
supplement or Free Writing Prospectus in reliance upon and in conformity with
written information furnished to the Company by such participating Holder or
any other Person who participates as an underwriter in the offering or sale of
such securities, in either case specifically stating that it is for use in the
preparation thereof or that is corrected in any subsequent prospectus that was
delivered to Holders at least two Business Days prior to the relevant sale date.
Such indemnity shall remain in full force and effect regardless of any 


 


25





















 


investigation made by or on
behalf of any participating Holder or any such underwriter or controlling
Person and shall survive the transfer of such securities by the Holder.


 


SECTION 8.2                          Indemnification
by Holders. Each Holder agrees, severally and not jointly, to indemnify and
hold harmless, the Company, the directors, and officers of the Company and each
Person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity contained in Section 8.1 from the
Company to the Holders, as incurred, but only with respect to information
relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement, Prospectus or Preliminary
Prospectus or Issuer Free Writing Prospectus, or any amendment or supplement
thereto.


 


SECTION 8.3                          Conduct
of Indemnification Proceedings. If any claim, challenge, litigation,
investigation or proceeding (including any governmental or regulatory
investigation) shall be brought or asserted against any Person in respect of
which indemnity may be sought pursuant to either of Section 8.1 or Section 8.2,
such Person (the “Indemnified Person”) shall promptly notify the Person
against whom such indemnity may be sought (the “Indemnifying Person”)
in writing; provided that (i) the omission to so notify the
Indemnifying Party shall not relieve it from any liability that it may have
hereunder except to the extent it has been materially prejudiced by such
failure and (ii) the omission to so notify the Indemnifying Person shall
not relieve it from any liability that it may have to an Indemnified
Person otherwise than on account of this Article VIII. In case any such
claim, challenge, litigation, investigation or proceeding is brought against
any Indemnified Person and it notifies the Indemnifying Party of the
commencement thereof, the Indemnifying Person shall be entitled to participate
therein and, to the extent that it may elect by written notice delivered
to such Indemnified Person, to assume the defense thereof and retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others the Indemnifying Person may designate in such
proceeding and shall pay the reasonable fees and expenses of such counsel
related to such proceeding. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed in
writing to the contrary, (ii) the Indemnifying Person shall have failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person as contemplated by the preceding sentence or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential conflicts of interests between them. It is understood that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm for the Holders and such control
Persons of the Holders shall be designated in writing by JPM and any such
separate firm for the Company, the directors and officers of the Company and
such control Persons of the Company shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any
pending or threatened proceeding effected without its prior written consent
(which consent shall not be unreasonably withheld), but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify in accordance 


 


26





















 


with, and subject to the
limitations of, Section 8.1 and Section 8.2 above, as the case may be,
any Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the prior written
consent of the Indemnified Persons (which consent shall not be unreasonably
withheld), effect any settlement of any pending proceeding in respect of which
any Indemnified Person is a party or of any threatened proceeding in respect of
which any Indemnified Person could have been a party and indemnity could have
been sought hereunder by such Indemnified Person, unless such settlement (i) includes
an unconditional release of such Indemnified Person from all liability on
claims that are the subject matter of such proceeding and (ii) does not
include any statement as to or any admission of fault, culpability or a failure
to act by or on behalf of any Indemnified Person.


 


SECTION 8.4                          Contribution,
etc.


 


(a)                                  If
the indemnification provided for in this Article VIII is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Holder on the other hand with respect to the sale by such
Holder of Registrable Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company on the one hand and of such Holder
on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed to
be equal to the total value received or proposed to be received (before
deducting expenses) by the Company pursuant to the sale of Shares contemplated
by the Equity Commitment Agreement. Benefits received by any Holder shall be
deemed to be equal to the value of having the Registrable Securities registered
under the Securities Act. The relative fault of the Company on the one hand and
such Holder on the other shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by such Holder and the parties’ relevant
intent, knowledge, information and opportunity to correct or prevent such
statement or omission.


 


(b)                                 The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Article VIII were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation that does not take account of the equitable
considerations referred to in this Section 8.4. The amount paid or payable
by an Indemnified Person as a result of losses, claims, damages and liabilities
referred to in this Section 8.4 shall be deemed to include, subject to the
limitations set forth in Sections 8.1, 8.2 and 8.3 above, any reasonable legal
or other reasonable out-of-pocket expenses incurred by such Indemnified Person
not otherwise reimbursed in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article VIII, in
no event shall any Holder be required to contribute any amount in excess of the
amount by which the total amount received by such Holder with respect to its sale
of Registrable Securities pursuant to any Registration Statement exceeds the
amount of any damages that such Holder has otherwise been required 


 


27





















 


to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


(c)                                  The
remedies provided for in this Article VIII are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any
Indemnified Party at law or in equity.


 


(d)                                 The
indemnity and contribution agreements contained in this Article VIII shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any Person controlling any Holder or by or on behalf of the
Company, the officers or directors of each of the Company or any other Person
controlling the Company and (iii) the sale by a Holder of Registrable
Securities covered by any Registration Statement.


 


ARTICLE IX.



FREE WRITING PROSPECTUSES


 


Except a
Prospectus, an Issuer Free Writing Prospectus or other materials prepared by
the Company, each Holder represents and agrees that it (i) shall not make
any offer relating to the Registrable Securities that would constitute an
Issuer Free Writing Prospectus or that would otherwise constitute a Free
Writing Prospectus, and (ii) has not distributed and will not distribute
any written materials in connection with the offer or sale of New Common Stock,
in each case without the prior written consent of the Company and, in
connection with any Underwritten Offering, the underwriters. The Company
represents and agrees that it shall not make any offer relating to the
Registrable Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a Free Writing Prospectus in connection with
the offer or sale of Registrable Securities without the prior written consent
of JPM, or if JPM is not requesting registration of any of its Registrable
Securities, then the Majority Selling Holders of Registrable Securities that
are registered under the Registration Statement to be included in an
Underwritten Offering and, in connection with any Underwritten Offering, the
underwriters.


 


ARTICLE X.



RULE 144


 


With a view to
making available the benefits of certain rules and regulations of the SEC
which may permit the sale of Registrable Securities to the public without
registration, the Company agrees to (a) use its reasonable best efforts to
file with the SEC in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; (b) upon
written request of any Holder of Registrable Securities, furnish to such Holder
promptly a written statement by the Company as to its compliance with the
reporting requirements of Rule 144 and of the Securities Act and the
Exchange Act, and such other reports and documents as any Holder reasonably may request
in availing itself of any rule or regulation of the SEC allowing such
Holder to sell any Registrable Securities without registration; and (c) 


 


28

















 


take such
other actions as may be reasonably required by the Company’s transfer
agent to consummate any distribution of Registrable Securities that may be
permitted in accordance with the terms and conditions of Rule 144.


 


ARTICLE XI.



PRIVATE PLACEMENT


 


Except for Section 7.5(c),
the Company agrees that nothing in this Agreement shall prohibit the Holders,
at any time and from time to time, from selling or otherwise transferring
Registrable Securities pursuant to a private placement or other transaction
which is not registered pursuant to the Securities Act. To the extent requested
by a Holder, the Company shall take all reasonable steps necessary to assist
and cooperate with such Holder to facilitate such sale or transfer, including
providing due diligence access to potential purchasers, and entering into a
private placement agreement containing customary representations and
warranties, indemnifications, opinions and other typical closing conditions.


 


ARTICLE XII.



MISCELLANEOUS


 


SECTION 12.1                    Notices.
All notices and other communications in connection with this Agreement shall be
in writing and shall be deemed given by (and shall be deemed to have been duly
given) as follows: (i) at the time delivered by hand, if delivered
personally; (ii) when sent via facsimile (with confirmation); (iii) five
Business Days after being deposited in the mail, if sent postage prepaid, by
registered or certified mail (return receipt requested); or (iv) on the
next Business Day, if timely delivered to an express courier guaranteeing
overnight delivery (with confirmation). Notices shall be directed to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


 


	
   

  	
  (a)

  	
  If to the Company:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Northwest
  Airlines Corporation

  
	
   

  	
   

  	
   

  	
  2700 Lone
  Oak Parkway

  
	
   

  	
   

  	
   

  	
  Eagan, MN
  55121

  
	
   

  	
   

  	
   

  	
  Attention:
  Michael L. Miller

  
	
   

  	
   

  	
   

  	
  Fax: (612)
  726-7123

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Cadwalader,
  Wickersham & Taft LLP

  
	
   

  	
   

  	
   

  	
  One World
  Financial Center

  
	
   

  	
   

  	
   

  	
  New York,
  New York 10281

  
	
   

  	
   

  	
   

  	
  Attention:
  Dennis J. Block

  
	
   

  	
   

  	
   

  	
  Fax: (212)
  504-5557

  



 


29






 












 


	
   

  	
  (b)

  	
  JPM:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  J.P. Morgan
  Securities Inc.

  
	
   

  	
   

  	
   

  	
  270 Park
  Avenue, 17th Floor

  
	
   

  	
   

  	
   

  	
  New York,
  New York 10017

  
	
   

  	
   

  	
   

  	
  Attention:
  Warfield Price

  
	
   

  	
   

  	
   

  	
  Fax: (212)
  270-1063

  



 


	
   

  	
   

  	
  with a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Cahill
  Gordon & Reindel LLP

  
	
   

  	
   

  	
   

  	
  80 Pine
  Street

  
	
   

  	
   

  	
   

  	
  New York,
  New York  10005

  
	
   

  	
   

  	
   

  	
  Attention:

  	
  Gerald S.
  Tanenbaum

  
	
   

  	
   

  	
   

  	
   

  	
  Stephen A.
  Greene

  
	
   

  	
   

  	
   

  	
  Fax:  (212) 269-5420

  



 


	
   

  	
   

  	
  and to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Stroock & Stroock & Lavan LLP

  
	
   

  	
   

  	
   

  	
  180 Maiden Lane

  
	
   

  	
   

  	
   

  	
  New York, New York  10038

  
	
   

  	
   

  	
   

  	
  Attention:

  	
  Lewis Kruger

  
	
   

  	
   

  	
   

  	
   

  	
  Melvin Epstein

  
	
   

  	
   

  	
   

  	
  Fax: (212)
  806-6006

  



 


(c)           If to any Investor (other than JPM) to the
address and facsimile number set forth on the signature pages hereto, or the
signature page of any joinder agreement executed and delivered pursuant to
Section 12.2:


 


	
   

  	
   

  	
  with a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Stroock
  & Stroock & Lavan LLP

  
	
   

  	
   

  	
   

  	
  180 Maiden
  Lane

  
	
   

  	
   

  	
   

  	
  New York,
  New York  10038

  
	
   

  	
   

  	
   

  	
  Attention

  	
  Lewis Kruger

  
	
   

  	
   

  	
   

  	
   

  	
  Brett
  Lawrence

  
	
   

  	
   

  	
   

  	
  Fax: (212)
  806-6006

  



 


SECTION 12.2       Additional Investors.
Each Person who is a party to the Syndication Agreement shall be deemed to be
an Investor upon execution and delivery of a joinder agreement in the form of
Exhibit C (the “Joinder Agreement”). Only Persons (other than the
initial signatories hereto) that execute a Joinder Agreement shall be deemed to
be Investors. Except to the extent limited in any other joinder agreement, each
Person that so becomes an Investor after the date hereof shall be entitled to
all rights and privileges of an Investor as if such Investor had been an
original signatory to this Agreement.


 


SECTION 12.3       Severability. If any
provision of this Agreement shall be invalid or unenforceable, such invalidity
or unenforceability shall not affect the validity and enforceability of the
remaining provisions of this Agreement, unless the result thereof would be


 


30





















 


unreasonable in which case the
parties hereto shall negotiate in good faith as to appropriate amendments
hereto.


 


SECTION 12.4       Assignment; Certain
Specified Third Party Beneficiaries. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by each of the parties and their
respective successors and assigns; provided, however, that neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned or delegated
by a Holder to any third party who purchases or is otherwise a permitted
transferee of such Registrable Securities from the Holder, unless (i) such
transferee of the Registrable Securities that is not a party to this Agreement
shall have executed and delivered to the Secretary of the Company a properly
completed agreement substantially in the form of Exhibit D, and (ii) the Holder
selling the Registrable Securities shall have delivered to the Secretary of the
Company written notice of such transfer setting forth the name of such Holder,
the name and address of the transferee and the number of Registrable Securities
that shall have been so transferred; provided, however, that such
assignment or delegation to a third party shall have occurred within thirty
(30) days of the Effective Date of the Initial Registration Statement. Notwithstanding
the foregoing sentence, this Agreement and the rights, interests and
obligations hereunder may be assigned, transferred or delegated by an Investor
to any Affiliate of such Investor, provided that any such transferee or
assignee assumes the obligations of such Investor hereunder and agrees in
writing to be bound by the terms of this Agreement in the same manner as the
Investor pursuant to a properly completed agreement substantially in the form
of Exhibit D. This Agreement (including the documents and instruments referred
to in this Agreement) is not intended to and does not confer upon any Person
any rights or remedies under this Agreement other than the parties hereto,
their permitted successors and assigns and any Indemnified Person.


 


SECTION 12.5       Entire Agreement. This
Agreement (including the documents and instruments referred to in this
Agreement) constitutes the entire agreement of the parties and supersedes all
prior agreements and understandings, whether written or oral, between the
parties with respect to the subject matter of this Agreement, including
Section 5(i) and Section 5(m) of the Equity Commitment Agreement. Notwithstanding
the foregoing, the parties hereto acknowledge that any confidentiality
agreements heretofore executed among the parties shall continue in full force
and effect.


 


SECTION 12.6       Waivers and Amendments.
This Agreement may be amended, modified, superseded, cancelled, renewed or
extended, and the terms and conditions of this Agreement may be waived, only by
a written instrument, (A) if prior to the effective date of the Amended Plan,
signed by (i) the Company, (ii) JPM and (iii) holders of a majority of
commitments under the Syndication Agreement (excluding JPM), (B) if after the
effective date of the Amended Plan, signed by (i) the Company, (ii) JPM (unless
JPM holds no Registrable Securities) and (iii) holders of a majority of the
Registrable Securities consisting of ECA Shares; provided that without
the consent of JPM, no provision of this Agreement relating to the rights of
JPM with respect to registration of its Registrable Securities hereunder,
including without limitation its rights under Section 4.1(a)(x), shall be
modified or amended or (C) in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or
privilege pursuant to this Agreement shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any right, power or privilege
pursuant to this Agreement, nor shall any single or partial exercise of any
right, power or privilege pursuant to this 


 


31





















 


Agreement, preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege pursuant to this Agreement. The rights and remedies provided pursuant
to this Agreement are cumulative and are not exclusive of any rights or
remedies which any party otherwise may have at law or in equity.


 


SECTION 12.7       Counterparts. This
Agreement may be executed in any number of counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
party (including via facsimile or other electronic transmission), it being
understood that each party need not sign the same counterpart.


 


SECTION 12.8       Governing Law; Venue.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AGREEMENT IRREVOCABLY SUBMITS
TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES
SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR THE COURTS OF THE STATE OF NEW
YORK SITTING IN THE COUNTY OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM
NON CONVENIENS.


 


SECTION 12.9       Headings. The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.


 


SECTION 12.10     Specific Performance. The
parties acknowledge and agree that any breach of the terms of this Agreement
would give rise to irreparable harm for which money damages would not be an
adequate remedy, and, accordingly, the parties agree that, in addition to any
other remedies, each will be entitled to enforce the terms of this Agreement by
a decree of specific performance without the necessity of proving the
inadequacy of money damages as a remedy and without the necessity of posting
bond.


 


SECTION 12.11     Termination. This
Agreement may be terminated at any time by a written instrument signed by the
parties hereto. Unless sooner terminated in accordance with the preceding
sentence, this Agreement (other than the first proviso in Section 7.1(i),
Section 7.4, Article VIII and Article XI hereof) shall terminate when there are
no Registrable Securities outstanding.


 


SECTION 12.12     No Conflicting Rights.
The Company shall not, on or after the date hereof, grant any registration or
similar rights to any Person which conflict with or impair the rights granted
hereby.


 


SECTION 12.13     Listing. The Company
shall, on or prior to the effective date of the Amended Plan, have caused the
New Common Stock to be listed on the NYSE or quoted on the NASDAQ.


 


[Signature Page Follows]


 


32

















 


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


 




	
   

  	
  NORTHWEST
  AIRLINES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Miller

  	
   

  
	
   

  	
   

  	
  Name: Michael
  Miller

  
	
   

  	
   

  	
  Title: Vice
  President—Law and Secretary

  





 


33

















 




	
   

  	
  INVESTORS

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Abate

  	
   

  
	
   

  	
   

  	
  Name: John
  Abate

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Each Investor party to the Syndication
  Agreement 

  who shall sign a Joinder 

  Agreement pursuant to Section 12.2

  hereof. 

  





 


 


34

















 


Exhibit A


 


NORTHWEST AIRLINES CORPORATION


 


Form of Selling Securityholder Notice and
Questionnaire


 


The undersigned beneficial owner (the “Selling
Securityholder”) of common stock (the “Registrable Securities”) of
Northwest Airlines Corporation (the “Company”) understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the “Commission”) a Registration Statement for the registration and
resale of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement, dated as of May 25, 2007 (the “Registration
Rights Agreement”), among the Company and the Holders referred to therein. A
copy of the Registration Rights Agreement is available from the Company upon
request at the address set forth below. All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.


 


NOTICE


 


The undersigned Selling Securityholder of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it
and listed below in Item 3 (unless otherwise specified under Item 3) pursuant
to the Registration Statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands that it will be bound by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement. Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Company’s directors and officers and
each Person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against losses arising in connection with statements concerning the undersigned
made in the Registration Statement or the related prospectus in reliance upon
the information provided in this Notice and Questionnaire.


 


The undersigned Selling Securityholder hereby
provides the following information to the Company and represents and warrants
that such information is accurate and complete:


 


A-1

















 


QUESTIONNAIRE


 


1.             Name.


 


(a)           Full Legal Name of Selling Securityholder:


 


(b)           Full Legal Name of Registered Holder (if not
the same as (a) above) through which Registrable Securities Listed in Item 3
below are held:


 


(c)           Full Legal name of DTC Participant (if
applicable and if not the same as (b) above) through which Registrable Securities
listed in Item 3 below are held:


 


(d)           Full Legal Name of Natural Control Person
(which means a natural person who directly or indirectly alone or with others
has power to vote or dispose of the securities covered by the questionnaire):


 


2.             Address for Notices to Selling Securityholder:


 



 Telephone:


 


Fax:


 


Email:


 


Contact
Person:


 


3.             Beneficial Ownership of Registrable
Securities:


 


Type and Principal Amount of Registrable
Securities beneficially owned:


 


4.             Broker-Dealer
Status:


 


(a)           Are you a broker-dealer?


 


	
   

  	
   

  	
  Yes  o

  	
   

  	
  No  o

  	
   

  	
   

  



 


Note:  If yes, the SEC’s staff
has indicated that you should be identified as an underwriter in the
Registration Statement.


 


A-2

















 


(b)           If you are a registered broker-dealer, do
you consent to being named as an underwriter in the Registration Statement?


 


	
   

  	
   

  	
  Yes  o

  	
   

  	
  No  o

  	
   

  	
   

  



 


(c)           Are you an affiliate of a broker-dealer?


 


	
   

  	
   

  	
  Yes  o

  	
   

  	
  No  o

  	
   

  	
   

  



 


If yes, please identify the registered broker-dealer with whom the
Selling Securityholder is affiliated and the nature of the affiliation:


 


(d)           If you are an affiliate of a broker-dealer,
do you certify that you bought the Registrable Securities in the ordinary
course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?


 


	
   

  	
   

  	
  Yes  o

  	
   

  	
  No  o

  	
   

  	
   

  



 


Note:  If no, the SEC’s staff has
indicated that you should be identified as an underwriter in the Registration
Statement.


 


5.             Beneficial
Ownership of Other Securities of the Company Owned by the Selling Securityholder:


 


Except as set
forth below in this Item 5, the undersigned Selling Securityholder is not the
beneficial or registered owner of any securities of the Company other than the
Registrable Securities listed above in Item 3.


 


Type and
Amount of Other Securities beneficially owned by the Selling Securityholder:


 


6.             Relationships with
the Company:


 


Except as set
forth below, neither the undersigned Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (owners of 5% or
more of the equity securities of the undersigned) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.


 


A-3

















 


State any exceptions here:


 


The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that
may occur subsequent to the date hereof and at any time while the Registration
Statement remains in effect.


 


By signing below, the undersigned consents to
the disclosure of the information contained herein in its answers to Items 1
through 6 and the inclusion of such information in the Registration Statement
and the related prospectus. The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or
amendment of the Registration Statement and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by
authority duly given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent.


 


Dated:    Beneficial
Owner:


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL,
TO:


 


[                              ]

[                              ]

[                              ]

[                              ]


 


A-4

















 


Exhibit B


 


OPINION OF
COUNSEL TO THE COMPANY


 


1.             The Company has been duly incorporated
and, on the Effective Date of the Amended Plan, the Company will be a corporation
validly existing and in good standing under the laws of the State of Delaware,
with the corporate power and corporate authority to own its properties and
conduct its business as described in the Registration Statement. The Company is
duly qualified to transact business as a foreign corporation and is in good
standing in the State of Minnesota.


 


2.             The Registration Rights Agreement has been
duly authorized, executed and delivered by the Company.


 


3.             On the Effective Date of the Amended Plan,
the number of shares of authorized capital stock of the Company will be as described
in the Registration Statement. When issued and delivered by the Company
pursuant to and upon the consummation of the transactions contemplated by the
Amended Plan and paid for as contemplated by the Amended Plan, all of the
shares of capital stock of the Company outstanding on the Effective Date will
be validly issued, fully paid and nonassessable.


 


4.             Except as described in the Registration
Statement, there are no preemptive rights to subscribe for or purchase shares
of the Common Stock under Applicable Laws or pursuant to the Company’s Amended
and Restated Certificate of Incorporation or Amended and Restated Bylaws, in
each case, as applicable to the Company from and after the Effective Date, or
any agreement or other instrument filed or incorporated by reference as an
exhibit to the Registration Statement.


 


5.             The Registration Statement has been
declared effective under the Securities Act and, to our knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued
under the Securities Act.


 


6.             The Registration Statement (with the
exception of any information incorporated by reference therein and any numerical,
financial, statistical and computational information included therein, as to
which we express no view), as of its effective date, appeared on its face to be
appropriately responsive in all material respects to the applicable
requirements of the Securities Act and the applicable rules and regulations of
the SEC thereunder applicable thereto as of the relevant date.


 


7.             The statements included in the Prospectus
under the captions “The Reorganization,” “Certain Transactions” and “Description
of Capital Stock,” insofar as such statements purport to summarize legal
matters, legal descriptions, legal proceedings, or the terms of the capital
stock of the Company (including the New Common Shares), fairly summarize in all
material respects such legal matters, legal descriptions, legal proceedings, or
the terms of such capital stock.


 


8.             We do not know of any legal or
governmental proceedings before any court now pending against the Company or to
which the Company is a party or to which any properties of the Company is
subject other than proceedings fairly summarized in all material respects in
the


 


B-1

















 


Registration
Statement or the Prospectus; and each document filed pursuant to the Exchange
Act and incorporated by reference in the Registration Statement or the
Prospectus when so filed with the SEC appeared on its face to have been appropriately
responsive in all material respects to the applicable requirements of the
Exchange Act and the applicable rules and regulations of the SEC thereunder
applicable to such documents as of the relevant date (in each case, with the
exception of any information incorporated by reference therein and any numerical,
financial, statistical and computational information included therein, as to
which we express no view).


 


9.             Except as set forth in the Registration
Rights Agreement or the Equity Commitment Agreement, to our knowledge, no person
will have the right to require the Company or any of its subsidiaries to
register any securities for sale under the Securities Act by reason of the
filing of the Registration Statement.


 


10.           The Company is not, and, after giving effect
to the offering and sale of the Shares, will not be, required to register as an
“investment company” under and as defined in the Investment Company Act of
1940, as amended.


 


11.           Subject to the entry of the Court Orders and
the expiration, or waiver by the Bankruptcy Court, of the 10-day period set
forth in Bankruptcy Rules 6004(g) and 3020 (e), as applicable, no consent,
approval, authorization, filing with or order of any United States federal or
New York or Delaware State court or governmental agency or body is required to
be obtained on the part of the Company in connection with the consummation by
the Company of the transactions contemplated by the Registration Rights
Agreement, except (i) such as may be required in connection with (x) the
registration of the ECA Shares in accordance with the Registration Rights Agreement
and (y) compliance with state securities and blue sky laws and regulations,
(ii) those that have been obtained or made and to our knowledge are in full
force and effect, and (iii) those, the absence of which will not have or could
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.


 


12.           Subject to the entry of the Court Orders and
the expiration, or waiver by the Bankruptcy Court, of the 10-day period set
forth in Bankruptcy Rules 6004(g) and 3020 (e), as applicable, none of the
execution and delivery by the Company of, or the performance by the Company of
its obligations under, the Registration Rights Agreement or the consummation by
the Company of the transactions therein contemplated or the Company’s
fulfillment of the terms thereof will (i) violate the Amended and Restated
Certificate of Incorporation or Amended and Restated Bylaws of the Company, in
each case, as applicable to the Company from and after the Effective Date, or
(ii) violate any Applicable Laws to which the Company or any of its subsidiaries
or any of their properties is subject or any judgment, order or decree known to
us and applicable to the Company or any of its subsidiaries and, pursuant to
any Applicable Laws, is issued by any United States federal or New York or
Delaware State court, regulatory body, administrative agency, governmental
body, arbitrator or other authority, in each case having jurisdiction over the
Company or any of its subsidiaries or any of their properties, in each case,
except as disclosed in the Prospectus or the Registration Statement or as will
not have or could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


 


B-2

















 


The following may be provided in a separate
letter:


 


We have participated in conferences with
officers and representatives of the Company, including representatives of the
Company’s independent registered public accounting firm, and your
representatives, at which the contents of the Registration Statement, the
Prospectus and related matters were discussed, including consideration of
judgments expressed by those parties of the relevance of certain facts to
prospective investors, and we received information for, or comments on, the
Registration Statement and the Prospectus from those parties. Although we are
not passing upon, and do not assume responsibility for, the accuracy,
completeness or fairness of the statements included or incorporated by
reference in or omitted from the Registration Statement and have not made any
independent check or verification thereof and based on our understanding of
applicable law and the experience we have gained through our practice, no fact
has come to our attention that causes us to believe that the Registration
Statement, as of the date it became effective under the Securities Act (except
for financial statements and other financial or statistical information
contained therein or omitted therefrom or information incorporated by reference
in the Registration Statement, as to which we express no belief), included any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading.


 


B-3

















 


Exhibit C


 


FORM OF JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT is made and entered
into by the undersigned with reference to the following facts:


 


Reference is made to the Registration Rights
Agreement, dated as of May 25, 2007 (the “Registration Rights Agreement”),
by and among Northwest Airlines Corporation, a Delaware corporation (the “Company”),
J.P. Morgan Securities Inc. (“JPMorgan Securities”) and any other
parties identified on the signature pages of any joinder agreements substantially
similar to this Joinder Agreement executed and delivered pursuant to Section
12.2 of the Registration Rights Agreement. Capitalized terms used but not
defined in this Joinder Agreement shall have the meanings ascribed thereto in the
Registration Rights Agreement.


 


As a condition to the acquisition of
ownership of the New Common Stock in the amount specified below, the undersigned
agrees as follows:


 


1.             The undersigned hereby agrees to be bound
by the provisions of the Registration Rights Agreement and undertakes to
perform each obligation as if an “Investor” thereunder and an original
signatory thereto in such capacity.


 


2.             This Joinder Agreement shall bind, and
inure to the benefit of, the parties hereto and their respective devisees,
heirs, personal and legal representatives, executors, administrators,
successors and assigns.


 


3.             This Joinder Agreement shall be construed
and enforced in accordance with the laws of the State of New York without
regard or giving effect to its principles of conflicts of law.


 


[Remainder of Page Intentionally Left Blank]


 


C-1

















 


IN WITNESS WHEREOF, the undersigned has
executed this Joinder Agreement this               ,
200  .


 


(Print Name of Investor)


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Address and Facsimile Number for Notices:

I.R.S. I.D. #:


 


Acknowledged and Agreed by:


 


NORTHWEST AIRLINES CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-2

















 


Exhibit D


AGREEMENT TO BE BOUND


 


BY THE REGISTRATION RIGHTS AGREEMENT


 


The undersigned, being the transferee of
               
shares of the common stock (the “Registrable Securities”), of Northwest
Airlines Corporation, a Delaware corporation (the “Company”), as a condition
to obtaining the benefits of the Registration Rights Agreement dated as of May
25, 2007 initially among the Company and the Holders referred to therein (the “Agreement”),
acknowledges that matters pertaining to the registration of such Registrable
Securities is governed by the Agreement, and the undersigned hereby (1) acknowledges
receipt of a copy of the Agreement, and (2) agrees to be bound as a Holder by
the terms of the Agreement, as the same has been or may be amended from time to
time.


 


Agreed to this       day of                 ,       .


 


[TRANSFEREE]


 


	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


Address for Notice:


 


D-1