TRAVELPORT LLC TRAVELPORT HOLDINGS, INC. 9% Senior Notes due 2016 REGISTRATION RIGHTS AGREEMENT
Exhibit 4.2
$250,000,000
TRAVELPORT LLC
TRAVELPORT HOLDINGS, INC.
TRAVELPORT HOLDINGS, INC.
9% Senior Notes due 2016
This Registration Rights Agreement (this “Agreement”) is dated as of August 18, 2010,
among TRAVELPORT LLC, a Delaware limited liability company, and TRAVELPORT INC., a Delaware
corporation (collectively, the “Issuer”), the guarantors listed on Schedule I
hereto (the “Guarantors”) and CREDIT SUISSE SECURITIES (USA) LLC , as representative (the
“Representative”) of the several initial purchasers (the “Initial Purchasers”)
named on Schedule A to the Purchase Agreement (as defined below).
This Agreement is entered into in connection with the Purchase Agreement, dated as of August
12, 2010 (the “Purchase Agreement”), by and among the Issuer, Travelport Limited, a Bermuda
corporation, TDS Investor (Luxembourg), S.à.x.x., a Luxembourg private limited liability company,
Waltonville Limited, a Gibraltar corporation, the other Guarantors and the Initial Purchasers,
which provides for, among other things, the sale by the Issuer to the Initial Purchasers of
$250,000,000 aggregate principal amount of the Issuer’s 9% Senior Notes due 2016 (the
“Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended
or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and
The Bank of Nova Scotia Trust Company of New York, N.A., as trustee (the “Trustee”).
Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee
(collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the
Indenture. References to the “Securities” shall mean, collectively, the Notes and, when
issued, the Guarantees. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for
the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The
execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations
under the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions
As used in this Agreement, the following terms shall have the following meanings.
Additional Interest: See Section 4(a) hereof.
Advice: See the last paragraph of Section 5 hereof.
Agreement: See the introductory paragraphs hereto.
Applicable Period: See Section 2(b) hereof.
Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the
Exchange Act.
Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day
after the Filing Date with respect thereto; provided, however, that if the
Effectiveness Date would otherwise fall on a day that is not a Business Day, then the
Effectiveness Date shall be the next succeeding Business Day.
Effectiveness Period: See Section 3(a) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.
Exchange Notes: See Section 2(a) hereof.
Exchange Offer: See Section 2(a) hereof.
Exchange Offer Registration Statement: See Section 2(a) hereof.
Exchange Securities: See Section 2(a) hereof.
Filing Date: The 90th day after the delivery of a Shelf Notice as required
pursuant to Section 2(c) hereof; provided, however, that if the Filing Date
would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the
next succeeding Business Day.
FINRA: See Section 5(r) hereof.
Guarantees: See the introductory paragraphs hereto.
Guarantors: See the introductory paragraphs hereto.
Holder: Any holder of a Registrable Security or Registrable Securities.
Indenture: See the introductory paragraphs hereto.
Information: See Section 5(n) hereof.
Initial Purchasers: See the introductory paragraphs hereto.
Initial Shelf Registration: See Section 3(a) hereof.
Inspectors: See Section 5(n) hereof.
Issue Date: August 18, 2010, the date of original issuance of the Notes.
Issuer: See the introductory paragraphs hereto.
Notes: See the introductory paragraphs hereto.
Participant: See Section 7(a) hereof.
Participating Broker-Dealer: See Section 2(b) hereof.
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Person: An individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business
association, firm or other legal entity.
Private Exchange: See Section 2(b) hereof.
Private Exchange Notes: See Section 2(b) hereof.
Prospectus: The prospectus included in any Registration Statement (including,
without limitation, any prospectus subject to completion and a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Securities Act and any term sheet filed
pursuant to Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.
Purchase Agreement: See the introductory paragraphs hereof.
Records: See Section 5(n) hereof.
Registrable Securities: Each Security upon its original issuance and at all times
subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is
applicable upon original issuance and at all times subsequent thereto and each Private
Exchange Note (and the related Guarantees) upon original issuance thereof and at all times
subsequent thereto, until, in each case, the earliest to occur of (i) a Registration
Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv)
hereof is applicable, the Exchange Offer Registration Statement) covering such Security,
Exchange Security or Private Exchange Note (and the related Guarantees) has been declared
effective by the SEC and such Security, Exchange Security or such Private Exchange Note
(and the related Guarantees), as the case may be, has been disposed of in accordance with
such effective Registration Statement, (ii) such Security has been exchanged pursuant to
the Exchange Offer for an Exchange Security or Exchange Securities that may be resold
without restriction under state and federal securities laws, (iii) such Security, Exchange
Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases
to be outstanding for purposes of the Indenture or (iv) such Security, Exchange Security or
Private Exchange Note (and the related Guarantees), as the case may be, may be resold
without restriction pursuant to Rule 144 (as amended or replaced) under the Securities Act.
Registration Statement: Any registration statement of the Issuer that covers any
of the Securities, the Exchange Securities or the Private Exchange Notes (and the related
Guarantees) filed with the SEC under the Securities Act, including, in each case, the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.
Rule 144: Rule 144 under the Securities Act.
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Rule 144A: Rule 144A under the Securities Act.
Rule 405: Rule 405 under the Securities Act.
Rule 415: Rule 415 under the Securities Act.
Rule 424: Rule 424 under the Securities Act.
SEC: The U.S. Securities and Exchange Commission.
Securities: See the introductory paragraphs hereto.
Securities Act: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.
Shelf Notice: See Section 2(c) hereof.
Shelf Registration: See Section 3(b) hereof.
Shelf Registration Statement: Any Registration Statement relating to a Shelf
Registration.
Shelf Suspension Period: See Section 3(a) hereof.
Subsequent Shelf Registration: See Section 3(b) hereof.
TIA: The Trust Indenture Act of 1939, as amended.
Trustee: The trustee under the Indenture and the trustee under any indenture (if
different) governing the Exchange Securities and Private Exchange Notes (and the related
Guarantees).
Underwritten registration or underwritten offering: A registration in which
securities of the Issuer are sold to an underwriter for reoffering to the public.
Except as otherwise specifically provided, all references in this Agreement to acts, laws,
statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements
(collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments
thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be deemed to
amend or replace Rule 144A.
2. Exchange Offer
a. Unless the Exchange Offer would violate applicable law or any applicable interpretation of
the staff of the SEC, the Issuer shall use its reasonable best efforts to file with the SEC a
Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate
registration form with respect to a registered offer (the “Exchange Offer”) to exchange any
and all of the Registrable Securities for a like aggregate principal amount of debt
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securities of the Issuer (the “Exchange Notes”), guaranteed, to the extent applicable, on an unsecured
senior basis by the Guarantors (such guarantees, together with the Exchange Notes, the
“Exchange Securities”), that are identical in all material respects to the Notes, except
that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon
shall accrue from the last date on which interest was paid on such Notes or, if no such interest
has been paid, from the Issue Date and (iii) the Exchange Notes are entitled to the benefits of the
Indenture or a trust indenture which is identical in all material respects to the Indenture (other
than such changes to the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall
comply with all applicable tender offer rules and regulations under the Exchange Act and other
applicable laws. The Issuer shall use its reasonable best efforts to (x) prepare and file with the
SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (y) keep the
Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after
the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange
Offer on or prior to the 360th day following the Issue Date.
Each Holder (including, without limitation, each Participating Broker-Dealer) that
participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be
required to represent to the Issuer in writing (which may be contained in the applicable letter of
transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities
tendered are being acquired in the ordinary course of business of the Person receiving such
Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the
commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge
of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement
or understanding with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act;
(iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Issuer or,
if it is an affiliate of the Issuer, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable and will provide information to be
included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have
their Securities included in the Shelf Registration Statement and benefit from the provisions
regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer,
neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the
Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has
acquired the Registrable Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities and that it will
comply with the applicable provisions of the Securities Act (including, but not limited to, the
prospectus delivery requirements thereunder).
Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange
Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating
Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities
(other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which
clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.
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No securities other than the Exchange Securities shall be included in the Exchange Offer
Registration Statement.
b. The Issuer shall (i) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the
Prospectus forming a part of the Exchange Offer Registration Statement and include the information
set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Exchange
Offer, (ii) if requested by an Initial Purchaser, include the information required by Items 507 or
508 of Regulation S-K under the Securities Act, as applicable, in the Prospectus forming a part of
the Exchange Offer Registration Statement, (iii) include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably
acceptable to the Initial Purchasers, which, in addition to the information in Annex C, shall
contain a summary statement of the positions taken or policies made by the staff of the SEC with
respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer
in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies
have been publicly disseminated by the staff of the SEC or such positions or policies, in the
reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house
counsel), represent the prevailing views of the staff of the SEC. Such “Plan of Distribution”
section shall also expressly permit, to the extent permitted by applicable policies and
regulations of the SEC, the use of the Prospectus by all Participating Broker-Dealers.
The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained therein in order to permit
such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Securities; provided,
however, that such period shall not be required to exceed 90 days, such longer period if
extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).
If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes
acquired by them that have the status of an unsold allotment in the initial distribution, the
Issuer, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the
Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the
“Private Exchange Notes”) of the Issuer, guaranteed by the Guarantors, that are identical
in all material respects to the Exchange Notes except for the placement of a restrictive legend on
such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same
indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted
by the CUSIP Service Bureau.
In connection with the Exchange Offer, the Issuer shall:
(1) deliver to each Holder of record entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;
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(2) use their respective reasonable best efforts to keep the Exchange Offer
open for not less than 20 Business Days from the date that notice of the Exchange
Offer is mailed to Holders (or longer if required by applicable law);
(3) utilize the services of a depositary for the Exchange Offer with an
address in the Borough of Manhattan, The City of New York or in Wilmington,
Delaware;
(4) permit Holders to withdraw tendered Notes at any time prior to the close
of business, New York time, on the last Business Day on which the Exchange Offer
remains open; and
(5) otherwise comply in all material respects with all laws, rules and
regulations applicable to the Exchange Offer.
As soon as practicable after the close of the Exchange Offer and any Private Exchange, the
Issuer shall:
(1) accept for exchange all Registrable Securities validly tendered and not
validly withdrawn pursuant to the Exchange Offer and any Private Exchange;
(2) deliver to the Trustee for cancellation all Registrable Securities so
accepted for exchange; and
(3) cause the Trustee to authenticate and deliver promptly to each Holder of
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in
principal amount to the Notes of such Holder so accepted for exchange;
provided that, in the case of any Notes held in global form by a
depositary, authentication and delivery to such depositary of one or more
replacement Notes in global form in an equivalent principal amount thereto for the
account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement.
The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall
have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuer to proceed with the Exchange Offer or the Private
Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuer; and (iii) all governmental approvals shall have been
obtained, which approvals the Issuer deem necessary for the consummation of the Exchange Offer or
Private Exchange.
The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be
issued under (i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the TIA or is exempt from such
qualification and shall provide that the Exchange Securities shall not be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall provide that
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the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes
will have the right to vote or consent as a separate class on any matter.
c. If, (i) because of any change in law or in currently prevailing interpretations of the
staff of the SEC, the Issuer is not permitted to effect the Exchange Offer, (ii) the Exchange Offer
is not consummated within 360 days of the Issue Date, (iii) any holder of Private Exchange Notes so
requests in writing to the Issuer at any time within 30 days after the consummation of the Exchange
Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does
not receive Exchange Securities on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of such Holder as an
affiliate of the Issuer within the meaning of the Securities Act) and so notifies the Issuer within
30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses
(i) to and including (iv) of this sentence, then the Issuer shall promptly deliver to the Trustee
(to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a
Shelf Registration pursuant to Section 3 hereof.
3. Shelf Registration
If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:
a. Shelf Registration. The Issuer shall promptly file with the SEC a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities (the “Initial Shelf Registration”). The Issuer shall use its
reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the
Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Securities for resale by Holders in the manner or
manners designated by them (including, without limitation, one or more underwritten offerings). The
Issuer shall not permit any securities other than the Registrable Securities and the Guarantees to
be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below). The Issuer shall include in the Prospectus included in the Shelf Registration Statement
(or if permitted by SEC Rule 430B(b), in a prospectus supplement that becomes a part thereof
pursuant to SEC Rule 430B(f)) that is delivered to any Holder pursuant to Sections 5(f) and 5(g),
the names of the Holders, who propose to sell Exchange Securities pursuant to the Shelf
Registration Statement, as selling securityholders.
The Issuer shall use its respective reasonable best efforts to cause the Shelf Registration to
be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep
the Initial Shelf Registration continuously effective under the Securities Act until the earliest
of (i) the date that is two years from the Issue Date or (ii) such shorter period ending when all
Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf
Registration (the “Effectiveness Period”); provided, however, that the
Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery requirements of Rule
174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the
contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf
Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of
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time, but not in excess of 60 consecutive days or more than three (3) times during any calendar
year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer
determines reasonably and in good faith that the filing of any such Initial Shelf Registration
Statement or the continuing effectiveness thereof would require the disclosure of non-public
material information that, in the reasonable judgment of the Board of Directors of the Issuer,
would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a
financing, acquisition, disposition, merger or other material transaction or such action is
required by applicable law.
b. Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time
during the Effectiveness Period (other than because of the sale of all of the Securities registered
thereunder), the Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall file an additional Shelf
Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by
and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration
(each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the
Issuer shall use its reasonable best efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to the number of days
in the Effectiveness Period less the aggregate number of days during which the Initial Shelf
Registration or any Subsequent Shelf Registration was previously continuously effective. As used
herein the term “Shelf Registration” means the Initial Shelf Registration and any
Subsequent Shelf Registration.
c. Supplements and Amendments. The Issuer shall promptly supplement and amend the
Shelf Registration if required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the Securities Act, or if
reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable
Securities (or their counsel) covered by such Registration Statement with respect to the
information included therein with respect to one or more of such Holders, or, if reasonably
requested by any underwriter of such Registrable Securities, with respect to the information
included therein with respect to such underwriter.
4. Additional Interest
a. The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the
Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees
to pay, jointly and severally, as liquidated damages, additional interest on the Notes
(“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for
all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a
Shelf Registration Statement declared effective, in either case on or prior to the 360th day after
the Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration
Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th
day after the date such Shelf Registration Statement filing was requested or required or (C) if
applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to
be effective at any time during the Effectiveness Period (other than because of the sale of all of
the Securities registered thereunder), then Additional Interest shall accrue on the principal
amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional
0.25%
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per annum for each subsequent 90 day period that such Additional Interest continues to
accrue, provided that the rate at which such Additional Interest accrues may in no event exceed
1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x)
361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such
Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the
day such Shelf Registration ceases to be effective in the case of (C) above; provided,
however, that upon the exchange of the Exchange Securities for all Securities tendered (in
the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf
Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the
applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of
this Section 4), Additional Interest on the Notes in respect of which such events relate as a
result of such clause (or the relevant subclause thereof), as the case may be, shall cease to
accrue. Notwithstanding any other provisions of this Section 4, the Issuer shall not be obligated
to pay Additional Interest provided in Section 4(a)(B) during a Shelf Suspension Period permitted
by Section 3(a) hereof.
b. The Issuer shall notify the Trustee within one business day after each and every date on
which an event occurs in respect of which Additional Interest is required to be paid. Any amounts
of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash on the regular
interest payment dates with respect to the Notes. The amount of Additional Interest will be
determined by the Issuer by multiplying the applicable Additional Interest rate by the principal
amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period (determined on the
basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.
5. Registration Procedures
In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Issuer shall effect such registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuer hereunder the Issuer shall:
a. Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf
Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3
hereof, and use its reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that if (1)
such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period relating thereto from whom the Issuer has received prior written notice
that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Issuer shall furnish to and
afford counsel for the Holders of the Registrable Securities covered by such Registration Statement
(with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such
Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be,
and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least three business
10
days prior to such filing). The Issuer shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Registration Statement, their counsel, or the managing underwriters, if
any, shall reasonably object.
b. Prepare and file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the Effectiveness Period,
the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and
as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the
Securities Act and the Exchange Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being sold by an
Participating Broker-Dealer covered by any such Prospectus in all material respects. The Issuer
shall be deemed not to have used its reasonable best efforts to keep a Registration Statement
effective if it voluntarily takes any action that is reasonably expected to result in selling
Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to
sell Exchange Securities not being able to sell such Registrable Securities or such Exchange
Securities during that period unless such action is required by applicable law or permitted by this
Agreement.
c. If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period relating thereto from whom the Issuer has
received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify
the selling Holders of Registrable Securities (with respect to a Registration Statement filed
pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within three Business Days), and confirm such notice in writing, (i)
when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuer, one conformed copy of such
Registration Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or
of any order preventing or suspending the use of any preliminary prospectus or the initiation of
any proceedings for that purpose, (iii) if at any time when a prospectus is required by the
Securities Act to be delivered in connection with sales of the Registrable
Securities or resales of Exchange Securities by Participating Broker-Dealers the
representations and warranties of the Issuer contained in any agreement (including any underwriting
agreement) contemplated by Section 5(m) hereof cease to be true and correct, (iv) of the receipt by
the Issuer of any notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable Securities or the Exchange
Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or
the initiation or threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information
11
becoming known that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in
any material respect or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, and (vi) of the Issuer’s determination that a post-effective amendment to a
Registration Statement would be appropriate.
d. Use its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of any of the
Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer,
for sale in any jurisdiction.
e. If a Shelf Registration is filed pursuant to Section 3 and if requested during the
Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a
majority in aggregate principal amount of the Registrable Securities being sold in connection with
an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or underwriters (if any),
such Holders or counsel for either of them reasonably request to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment as soon as
practicable after the Issuer has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such
Registration Statement.
f. If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, furnish to each selling Holder of
Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such
Registration Statement) and to their respective counsel and each managing underwriter, if any, at
the sole expense of the Issuer, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits.
g. If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, deliver to each selling Holder of
Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole
expense of the Issuer, as many copies of the Prospectus or Prospectuses (including each form of
12
preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the last paragraph of
this Section 5, the Issuer hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Securities or each such
Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Registrable Securities covered by,
or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus
and any amendment or supplement thereto.
h. Prior to any public offering of Registrable Securities or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to
register or qualify, and to cooperate with the selling Holders of Registrable Securities or each
such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the United States as any
selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably
request in writing; provided, however, that where Exchange Securities held by
Participating Broker-Dealers or Registrable Securities are offered other than through an
underwritten offering, the Issuer agrees to cause its counsel to perform Blue Sky investigations
and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep
each such registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities
held by Participating Broker-Dealers or the Registrable Securities covered by the applicable
Registration Statement; provided, however, that the Issuer shall not be required to
(A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B)
take any action that would subject it to general service of process in any such jurisdiction where
it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in
any such jurisdiction where it is not then so subject.
i. If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling
Holders of Registrable Securities and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold, which certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to
be in such denominations (subject to applicable requirements contained in the Indenture) and
registered in such names as the managing underwriter or underwriters, if any, or Holders may
request.
j. Use its reasonable best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other U.S. governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Securities, except as may
be required solely as a consequence of the nature of such selling Holder’s business, in which case
the Issuer will cooperate in all respects with the filing of such Registration Statement and the
granting of such approvals.
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k. If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 6(c)(v) or 6(c)(vi) hereof, as promptly as practicable prepare
and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Issuer, a
supplement or post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference, or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the
purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating
Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
l. Prior to the effective date of the first Registration Statement relating to the Registrable
Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form
eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the
Registrable Securities.
m. In connection with any underwritten offering of Registrable Securities pursuant to a Shelf
Registration, enter into an underwriting agreement as is customary in underwritten offerings of
debt securities similar to the Securities (including, without limitation, a customary condition to
the obligations of the underwriters that the underwriters shall have received “cold comfort”
letters and updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters from the independent certified public accountants of the Issuer (and,
if necessary, any other independent certified public accountants of the Issuer, or of any business
acquired by the Issuer, for which financial statements and financial data are, or are required to
be, included or incorporated by reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of debt securities
similar to the Securities), and take all such other actions as are reasonably requested by the
managing underwriter or underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Securities and, in such connection, (i) make such representations
and warranties to, and covenants with, the underwriters with respect to the business of the Issuer
(including any acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings
of debt securities similar to the Securities, and confirm the same in writing if and when
requested; (ii) obtain the written opinions of counsel to the Issuer, and written updates thereof
in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters,
addressed to the underwriters covering the matters customarily covered in opinions reasonably
requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the
same shall contain indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and
procedures reasonably acceptable to Holders of a majority in aggregate principal amount of
Registrable Securities covered by such Registration Statement and the managing
14
underwriter or
underwriters or agents, if any). The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.
n. If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, make available for inspection by any Initial
Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such disposition of
Registrable Securities, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders,
Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the
“Inspectors”), upon written request, at the offices where normally kept, during reasonable
business hours, all pertinent financial and other records, pertinent corporate documents and
instruments of the Issuer and subsidiaries of the Issuer (collectively, the “Records”), as
shall be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Issuer and any of its
subsidiaries to supply all information (“Information”) reasonably requested by any such
Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in
writing that it will keep the Records and Information confidential, to use the Information only for
due diligence purposes, to abstain from using the Information as the basis for any market
transactions in Securities of the Issuer and that it will not disclose any of the Records or
Information that the Issuer determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is
necessary to avoid or correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information
is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder,
or (iv) the information in such Records or Information has been made generally available to the
public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof;
provided, however, that prior notice shall be provided as soon as practicable to
the Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i)
or (ii) of this sentence to permit the Issuer to obtain a protective order (or waive the provisions
of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary
to protect the confidentiality of such information (if practicable) to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of
the Holder or any Inspector.
o. Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as
the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof, as the case may be, to be qualified under the TIA not later than the effective date of the
first Registration Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the Registrable Securities,
to effect such changes (if any) to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use its
15
commercially reasonable
best efforts to cause such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to enable such
indenture to be so qualified in a timely manner.
p. Comply in all material respects with all applicable rules and regulations of the SEC and
make generally available to its securityholders with regard to any applicable Registration
Statement, a consolidated earning statement satisfying the provisions of Section 10(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Issuer, after the effective date of a Registration Statement, which
statements shall cover said 12-month periods; provided that this requirement shall be deemed
satisfied by the Issuer complying with Section 4.03 of the Indenture.
q. Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel
to the Issuer, in a form customary for underwritten transactions, addressed to the Trustee for the
benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and the
related Guarantees), as the case may be, the related guarantee and the related indenture constitute
legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance
with their respective terms, subject to customary exceptions and qualifications. If the Exchange
Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by
Holders to the Issuer (or to such other Person as directed by the Issuer), in exchange for the
Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be,
the Issuer shall xxxx, or cause to be marked, on such Registrable Securities that such Registrable
Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange
Notes (and the related Guarantees), as the case may be; in no event shall such Registrable
Securities be marked as paid or otherwise satisfied.
r. Use reasonable efforts to cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings required to be
made with the Financial Industry Regulatory Authority, Inc. (“FINRA”).
s. Use its respective reasonable best efforts to take all other steps reasonably necessary to
effect the registration of the Exchange Securities and/or Registrable Securities covered by a
Registration Statement contemplated hereby.
The Issuer may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Issuer such information regarding such seller and the distribution
of such Registrable Securities as the Issuer may, from time to time, reasonably request. The Issuer
may exclude from such registration the Registrable Securities of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such request. Each
seller as to which any Shelf Registration is being effected agrees to furnish promptly to the
Issuer all information required to be disclosed in order to make the information previously
furnished to the Issuer by such seller not materially misleading.
16
If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities of the Issuer, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such Holder, to the effect
that the holding by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that such holding does
not imply that such Holder will assist in meeting any future financial requirements of the Issuer,
or (ii) in the event that such reference to such Holder by name or otherwise is not required by the
Securities Act or any similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to
the time that such reference ceases to be required.
Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Issuer that
the use of the applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. In the event that the Issuer shall give any such notice, each of the
Applicable Period and the Effectiveness Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and including the date when
each seller of Registrable Securities covered by such Registration Statement or Exchange Securities
to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y) the
Advice.
6. Registration Expenses
The Issuer shall bear all fees and expenses incurred in connection with the performance of its
obligations under Sections 2, 3, 5 and 8 hereof (including the reasonable fees and expenses, if
any, of Cravath, Swaine & Xxxxx LLP, counsel for the Initial Purchasers, incurred in connection
with the Registered Exchange Offer), whether or not the Exchange Offer or a Shelf Registration is
filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the
Holders of the Registrable Securities or Exchange Securities covered thereby for the reasonable
fees and disbursements of one firm of counsel designated by the Holders of a majority in principal
amount of the Notes covered thereby to act as counsel for the Holders of the Notes in connection
therewith.
7. Indemnification
a. The Issuer agrees to indemnify and hold harmless each Holder of Registrable Securities or
Exchange Securities, any Participating Broker-Dealer and each person, if any, who controls such
Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange
Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including,
17
but not limited to,
any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Registrable Securities or Exchange Securities) to which each Indemnified Party may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or “issuer free writing
prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf
Registration, or arise out of, or are based upon, the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that (i) the Issuer shall
not be liable in any such case to the extent that such loss, claim, damage or liability arises out
of or is based upon any untrue statement or alleged untrue statement or omission or alleged
omission made in a Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon
and in conformity with written information pertaining to such Holder and furnished to the Issuer by
or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection
(a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the
person asserting any such losses, claims, damages or liabilities purchased the Registrable
Securities or Exchange Securities concerned, to the extent that a prospectus relating to such
Registrable Securities or Exchange Securities was required to be delivered (including through
satisfaction of the conditions of Commission Rule 172) by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any such loss,
claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact
that there was not conveyed to such person, at or prior to the time of the sale of such Registrable
Securities or Exchange Securities to such person, an amended or supplemented prospectus or, if
permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged
untrue statement or omission if the Issuer had previously furnished copies thereof to such Holder
or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in
addition to any liability which the Issuer may otherwise have to such indemnified party. The
Issuer shall also indemnify underwriters, their officers and directors and each person who controls
such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the Registrable Securities
or Exchange Securities if requested by such Holders.
b. Each Holder of Registrable Securities or Exchange Securities, severally and not jointly,
will indemnify and hold harmless the Issuer and each person, if any, who controls the Issuer within
the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages
or liabilities or any actions in respect thereof, to which the Issuer or any such controlling
person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating
to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or
18
omission or alleged untrue statement or
omission was made in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Issuer by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this clause, shall
reimburse, as incurred, the Issuer for any legal or other expenses reasonably incurred by the
Issuer or any such controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement will be in
addition to any liability which such Holder may otherwise have to the Issuer or any of its
controlling persons.
c. Promptly after receipt by an indemnified party under this Section 7 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party
unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action,
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.
d. If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) 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 indemnifying party or parties on the one hand and the indemnified party on the other
in connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant equitable considerations.
The relative fault of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged
19
omission to
state a material fact relates to information supplied by the Issuer on the one hand or such Holder
or such other indemnified party, as the case may be, on the other, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 7(d), the Holders of the Registrable Securities
or Exchange Securities shall not be required to contribute any amount in excess of the amount by
which the net proceeds received by such Holders from the sale of the Registrable Securities or
Exchange Securities pursuant to a Registration Statement exceeds the amount of damages which such
Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified party and each person,
if any, who controls the Issuer within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Issuer.
e. The agreements contained in this Section 7 shall survive the sale of the Registrable
Securities or Exchange Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.
8. Rules 144 and 144A
The Issuer covenants and agrees that it will use reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such
reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable
Securities, make available such information necessary to permit sales pursuant to Rule 144A. The
Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding
that it will take such further action as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 under the Securities Act and Rule 144A unless the Issuer is
then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the
information requirements of Rule 144A then in effect.
9. Underwritten Registrations
The Issuer shall not be required to assist in an underwritten offering unless requested by the
Holders of a majority in aggregate principal amount of the Registrable Securities. If any of the
Registrable Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers that will manage the
offering will be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering and shall be reasonably acceptable to the Issuer.
20
No Holder of Registrable Securities may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting
arrangements.
10. Miscellaneous
a. No Inconsistent Agreements. The Issuer has not as of the date hereof, and the
Issuer shall not, after the date of this Agreement, enter into any agreement with respect to any of
its securities that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuer other issued and outstanding securities under any such
agreements. The Issuer will not enter into any agreement with respect to any of its securities
which will grant to any Person piggy-back registration rights with respect to any Registration
Statement.
b. Adjustments Affecting Registrable Securities. The Issuer shall not, directly or
indirectly, take any action with respect to the Registrable Securities as a class that would
adversely affect the ability of the Holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement.
c. Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, otherwise than with the prior written consent of (I) the Issuer, and (II) (A) the Holders
of not less than a majority in aggregate principal amount of the then outstanding Registrable
Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers,
the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of
the Exchange Notes held by all Participating Broker-Dealers; provided, however,
that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the
prior written consent of each Holder and each Participating Broker-Dealer (including any person who
was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as
the case may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at
least a majority in aggregate principal amount of the Registrable Securities being sold
pursuant to such Registration Statement.
d. Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:
21
(i) if to a Holder of the Registrable Securities or any Participating Broker-Dealer,
at the most current address of such Holder or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar under the Indenture, with a copy in like
manner to the Initial Purchasers as follows:
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: LCD-IBD Group
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: LCD-IBD Group
with a copy to:
Cravath, Swaine & Xxxxx LLP
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, III
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, III
(ii) if to the Initial Purchasers, at the address specified in Section
10(d)(i);
(iii) if to the Issuer, at the address as follows:
Travelport LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxx
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx
All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
upon written confirmation, if sent by facsimile.
Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.
e. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture.
22
f. Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.
g. Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.
h. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE
STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
i. Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.
j. Notes Held by the Issuer or Its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Issuer or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.
k. Third-Party Beneficiaries. Holders of Registrable Securities and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons.
l. Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Issuer on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.
[Remainder of this Page Intentionally Left Blank]
23
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
TRAVELPORT LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Authorized Person |
24
TRAVELPORT INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVELPORT LIMITED |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Assistant Secretary | |||
[Signature Page to Registration Rights Agreement]
TDS INVESTOR (LUXEMBOURG), S.A.R.L. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Manager | |||
[Signature Page to Registration Rights Agreement]
WALTONVILLE LIMITED |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Director | |||
[Signature Page to Registration Rights Agreement]
GALILEO TECHNOLOGIES, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Assistant Secretary | |||
[Signature Page to Registration Rights Agreement]
GTA NORTH AMERICA, INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
XXXXXXXXXXXXX.XXX (USA) LIMITED |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
OWW2, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVEL INDUSTRIES, INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVELPORT, LP, By: TRAVELPORT HOLDINGS, LLC, as General Partner |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVELPORT HOLDINGS, INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVELPORT HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVELPORT INTERNATIONAL SERVICES, INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
TRAVELPORT OPERATIONS, INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
WORLDSPAN LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
WORLDSPAN BBN HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
WORLDSPAN DIGITAL HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
WORLDSPAN IJET HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary | |||
[Signature Page to Registration Rights Agreement]
WORLDSPAN OPEN TABLE HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WORLDSPAN S.A. HOLDINGS II, L.L.C |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WORLDSPAN SOUTH AMERICAN
HOLDINGS LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WORLDSPAN STOREMAKER
HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WORLDSPAN TECHNOLOGIES INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WORLDSPAN VIATOR HOLDINGS, LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WORLDSPAN XOL LLC |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
WS FINANCING CORP. |
||||
By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | Xxxxxxxx X. Xxxx | |||
Title: | Senior Vice President and Secretary |
[Signature Page to Registration Rights Agreement]
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
Credit Suisse Securities (USA) LLC
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Managing Director |
[Signature Page to Registration Rights Agreement]
Schedule I
Guarantors
Guarantors
Galileo Technologies, LLC
GTA North America, Inc.
XxxxxxxXxxxxx.xxx (USA) Limited
OWW2, LLC
TDS Investor (Luxembourg), S.à.x.x.
Travel Industries, Inc.
Travelport, LP
Travelport Holdings, Inc.
Travelport Holdings, LLC
Travelport International Services, Inc.
Travelport Limited
Travelport Operations, Inc.
Waltonville Limited
Worldspan LLC
Worldspan BBN Holdings, LLC
Worldspan Digital Holdings, LLC
Worldspan iJet Holdings, LLC
Worldspan Open Table Holdings, LLC
Worldspan S.A. Holdings II, L.L.C
Worldspan South American Holdings LLC
Worldspan Storemaker Holdings, LLC
Worldspan Technologies Inc.
Worldspan Viator Holdings, LLC
Worldspan XOL LLC
WS Financing Corp.
52
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for the Notes where such Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Issuer has agreed that, for a period
of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
53
ANNEX B
Each broker-dealer that receives Exchange Securities for its own account in exchange for the
Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities
or other trading activities, must acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities. See “Plan of Distribution.”
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for the Notes where such Notes were acquired as a result of market-making activities or
other trading activities. The Issuer has agreed that, for a period of 90 days after the Expiration
Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until , 20 ___ all dealers effecting
transactions in the Exchange Securities may be required to deliver a prospectus.(1)
The Issuer will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.
For a period of 90 days after the Expiration Date the Issuer will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Issuer has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of
the Exchange Securities or Registrable Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Exchange Securities or Registrable
Securities (including any broker-dealers) against certain liabilities, including liabilities under
the Securities Act.
(1) | In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. |
ANNEX D
o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: | |||||
Address: | |||||
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for the Notes
that were acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.