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EXHIBIT 4.1  


 
 

PEREGRINE SYSTEMS, INC.
  
    REGISTRATION RIGHTS AGREEMENT    
  


    This Registration Rights Agreement ("Agreement") is entered into as of November 30, 2001, by and between
Peregrine Systems, Inc., a Delaware corporation ("Parent"), and XTRA On-Line Corporation, a Delaware corporation
("Company"). 


 
 

RECITALS    
  


    A.  Contemporaneously
with the execution and delivery of this Agreement, Company is entering into an Asset Purchase Agreement with Parent and an indirect wholly owned
subsidiary of Parent (the "Asset Purchase Agreement"), pursuant to which Parent's indirect subsidiary will purchase the Acquired Assets in exchange for
the Buyer Shares (as both such terms are defined in the Asset Purchase Agreement). 


    B.  In
connection with the Asset Purchase Agreement, Parent and Company are entering into this Agreement under which Parent is granting Company certain resale
registration rights with respect to the Buyer Shares. 


    NOW,
THEREFORE, in consideration of the promises, mutual covenants and terms hereof, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 


 
 

AGREEMENT    
  


    1.  Definitions.  Any capitalized term not otherwise defined herein shall have the meanings ascribed to
such term in the Asset Purchase Agreement. As used in this Agreement: 


    (a) The
terms "register," "registered" and
"registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement. 


    (b) "Registration Expenses" shall mean all expenses incurred in complying with Section 2 of this Agreement,
including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for Parent, blue sky fees and expenses, and the
expense of any special audits incident to or required by any such registration; provided, however, Registration Expenses shall not include any selling
commissions, transfer taxes or fees and disbursements of Company's counsel (which expenses shall be borne by Company and not Parent). 



    (c) "Registrable Securities" means the Buyer Shares issued to Company pursuant to the Asset Purchase Agreement;  provided, however, that the Buyer Shares shall cease to be
Registrable Securities at such time as (i) they have been registered for resale
pursuant to a prospectus included in an effective Registration Statement on Form S-3 and such securities shall have been disposed of in accordance with such registration statement
and with Section 2 hereof or (ii) they are otherwise eligible for resale under Rule 144 of the Securities Act within a single 90-day period. 


    2.  Company Registration.  


        (a) Parent
shall use its best efforts to cause the Registrable Securities to be registered under the Securities Act so as to permit the resale thereof, and in
connection therewith shall prepare and file with the SEC within 30 days following the date of this Agreement a registration statement on Form S-3 covering the Registrable
Securities; provided, however, if Parent shall furnish to Company a certificate signed by the an executive officer of Parent stating that, in the good
faith judgment of the Board of Directors of Parent, it would be seriously detrimental to Parent or its stockholders for registration statement to be filed within such 30 day period, then
Parent's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the date of this 





 


Agreement. Parent represents to Seller that, as of the date of this Agreement, it is not aware of any event, occurrence or expected event or occurrence, that would cause the filing of the registration
statement contemplated by the preceding sentence to be deferred. The offerings made pursuant to such registration shall not be underwritten. 



        (b) Parent
shall (i) prepare and file with the SEC the registration statement in accordance with Section 2 hereof with respect to the Registrable
Securities and shall use its commercially reasonable best efforts to cause such registration statement to become effective as promptly as practicable after filing and to keep such registration
statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of
15 days after the day on which such registration statement has been declared effective; (ii) prepare and file with the SEC such amendments to such registration statement and amendments
or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities
registered by such registration statement; (iii) furnish to Company such number of copies of any prospectus (including any amended or supplemented prospectus) in conformity with the
requirements of the Securities Act, and such other documents, as Company may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only
while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its best efforts to register or qualify the Registrable Securities
covered by such registration statement under the securities or blue sky laws of such jurisdictions as Company shall reasonably request (provided that Parent shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all
other acts or things which may be necessary or advisable to enable Company to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; (v) notify
Company, promptly after it shall receive notice thereof, of any problems or delay with the filing of the registration statement or with the registration statement becoming effective; and
(vi) notify Company, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective
or a supplement to any prospectus forming a part of such registration statement has been filed. 


    3.  Suspension of Prospectus.  Under any registration statement filed pursuant to Section 2
hereof, Parent may restrict the disposition of the Registrable Securities, and Company will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing
signed by an executive officer of Parent to the Company stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined
that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described
above by Parent, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow
the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in
the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay shall result in a corresponding extension of
the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 2. 


    4.  Indemnification.  


        (a) Parent
will indemnify and hold harmless Company, each of its officers and directors, and each person controlling Company within the meaning of Section 15 of
the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the 


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foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading, or any violation by Parent of any rule or regulation promulgated under the Securities Act applicable to Parent or any state securities law applicable to Parent in connection with any such
registration, qualification or compliance, and Parent will reimburse (on an as incurred basis), Company, each of its officers and directors and each person controlling Company, for any reasonable
legal and other expenses incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided,
however, that Parent will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to Parent by Company; and provided,
further, that Parent will not be liable to any such person or entity with respect to any such untrue statement or omission or alleged untrue statement or omission made in any
preliminary prospectus that is corrected in the final prospectus filed with the SEC pursuant to Rule 424(b) promulgated under the Securities Act (or any amendment or supplement to such
prospectus) if the person asserting any such loss, claim, damage or liability purchased securities but was not sent or given a copy of the prospectus (as amended or supplemented) at or prior to the
written confirmation of the sale of such securities to such person in any case where such delivery of the prospectus (as amended or supplemented) is required by the Securities Act, unless such failure
to deliver the prospectus (as amended or supplemented) was a result of Parent's failure to provide such prospectus (as amended or supplemented). 


        (b) Company
shall indemnify Parent, each of its directors and officers and each person who controls Parent within the meaning of Section 15 of the Securities Act
against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any
such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Parent and such directors, officers or control persons of Parent for any reasonable
legal or other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity
with written information furnished to Parent by Company; provided,
however, that the liability of Company for indemnification under this Section 4(b) shall not exceed the proceeds from the offering received by such Company, prior to
deducting any commissions, transfer taxes or other selling expenses incurred with respect to such sale. 



        (c) Each
party entitled to indemnification under this Section 4 (the "Indemnified Party") shall give notice to
the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in
such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under
this Section 4 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each 


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Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party of a release from all liability in respect to such claim or litigation. Any Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of any claim or litigation
brought against such Indemnified Party. 


        (d) If
the indemnification provided for in this Section 4 is for any reason not available to an Indemnified Party with respect to any loss, liability, claim,
damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party
on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as will as any other relevant equitable considerations. The relative fault
of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or the alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The liability of Company under this Section 4(d) shall not exceed the proceeds from the offering received by Company, prior to deduction of any
commissions, transfer taxes or other selling expenses incurred with respect to such sale. 


    5.  Information by Company.  Company shall furnish to Parent such information regarding Company, the
manner in which Company holds any securities of Parent and the distribution proposed by Company as Parent may request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement. 


    6.  Miscellaneous.  


        (a)  Notices.  All notices and other communications hereunder shall be in writing and shall be deemed
given if upon receipt delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of
complete transmission) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 




	(i)
	if
to Parent, to: 







Peregrine
Systems, Inc.

3611 Valley Centre Drive

San Diego, California 92130

Attention: Eric P. Deller

Telephone No.: (858) 794-5185

Facsimile No.: (858) 794-5057 




with
a copy (which shall not constitute notice) to: 



Wilson
Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

Attention: Douglas H. Collom

Telephone No.: (650) 493-9300

Facsimile No.: (650) 845-5000 





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	(ii)
	if
to Seller, to: 





XTRA
On-Line Corporation

58 Inverness Drive East, Suite 200

Englewood, Colorado 80112

Attention: Mark McCulloch

Telephone No.: (303) 725-6195

Facsimile No.: (720) 873-0231 




with
a copy (which shall not constitute notice) to: 



XTRA
On-Line Corporation

11 Liberty Bell Circle

Houston, Texas 77024

Attention: Caren Cook

Telephone No.: (720) 827-2088

Facsimile No.: (713) 827-8288 






        (b)  No Assignment of Registration Rights.  The rights to cause Parent to register Registrable Securities
under Section 2 of this Agreement may not be assigned by Company. 


        (c)  Expenses.  All Registration Expenses incurred in connection with any registration pursuant to
Section 2 shall be borne by Parent. 



        (d)  Third Parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party,
other than the parties to this Agreement, any rights or remedies hereunder. 


        (e)  Governing Law.  This Agreement shall be governed by and construed under the laws of the State of
California without giving effect to the conflicts of laws principles thereof. 


        (f)  Severability.  In the event that any provision of this Agreement or the application thereof, becomes
or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision
to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. 


        (g)  Amendment.  Except as is otherwise required by applicable law, this Agreement may be amended by the
parties hereto at any time by execution of an instrument in writing signed by Parent and Company. 



        (h)  Entire Agreement.  This Agreement constitutes the full and entire understanding among the parties
regarding the subject matter herein. 


        (i)  Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 


*****  


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    IN WITNESS WHEREOF, Parent and Company have caused this Registration Rights Agreement to be signed as of the date first written above. 



	"PARENT"	 	PEREGRINE SYSTEMS, INC.

a Delaware Corporation
	

 	
 	

By:	
 	

/s/ RICHARD T. NELSON   
 Richard T. Nelson, Senior Vice President
	

"COMPANY"	
 	
XTRA ON-LINE CORPORATION

a Delaware Corporation
	

 	
 	

By:	
 	

/s/ MARK MCCULLOCH   
 Mark McCulloch, Chief Executive Officer




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PEREGRINE SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT

RECITALS

AGREEMENT