{"id":43860,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-amazon-com-inc-morgan-stanley.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-amazon-com-inc-morgan-stanley","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-amazon-com-inc-morgan-stanley.html","title":{"rendered":"Registration Rights Agreement &#8211; Amazon.com Inc., Morgan Stanley &#038; Co. Inc., Credit Suisse First Boston, Donaldson, Lufkin &#038; Jenrette Securities Corp."},"content":{"rendered":"<pre>\n                          REGISTRATION RIGHTS AGREEMENT\n\n\n\n\n                                  BY AND AMONG\n\n\n                                AMAZON.COM, INC.\n\n                                   AS ISSUER,\n\n\n                                       AND\n\n\n                       MORGAN STANLEY &amp; CO. INCORPORATED,\n\n\n                           CREDIT SUISSE FIRST BOSTON\n\n                                       AND\n\n               DONALDSON, LUFKIN &amp; JENRETTE SECURITIES CORPORATION\n\n                              AS INITIAL PURCHASERS\n\n\n\n\n\n\n                             DATED FEBRUARY 3, 1999\n\n\n\n\n\n\n\n         THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of\nFebruary 3, 1999 by and among Amazon.com, Inc., a Delaware corporation (the\n'Company'), and Morgan Stanley &amp; Co. Incorporated, Credit Suisse First Boston\nand Donaldson, Lufkin &amp; Jenrette Securities Corporation (the 'Initial\nPurchasers') pursuant to the Placement Agreement, dated as of January 29, 1999\n(the 'Placement Agreement'), among the Company and the Initial Purchasers. In\norder to induce the Initial Purchasers to enter into the Placement Agreement,\nthe Company has agreed to provide the registration rights set forth in this\nAgreement. The execution of this Agreement is a condition to the closing under\nthe Placement Agreement.\n\n         The Company agrees with the Initial Purchasers, (i) for their benefit\nas Initial Purchasers and (ii) for the benefit of the beneficial owners\n(including the Initial Purchasers) from time to time of the Notes (as defined\nherein) and the beneficial owners from time to time of the Underlying Common\nStock (as defined herein) issued upon conversion of the Notes (each of the\nforegoing a 'Holder' and together the 'Holders'), as follows:\n\n         SECTION 1. DEFINITIONS. Capitalized terms used herein without\ndefinition shall have their respective meanings set forth in the Placement\nAgreement. As used in this Agreement, the following terms shall have the\nfollowing meanings:\n\n         AFFILIATE: With respect to any specified person, an 'affiliate,' as\ndefined in Rule 144, of such person.\n\n         AMENDMENT EFFECTIVENESS DEADLINE DATE:  See Section 2(d) hereof.\n\n         APPLICABLE CONVERSION PRICE: The Applicable Conversion Price as of any\ndate of determination means the Conversion Price in effect as of such date of\ndetermination or, if no Notes are then outstanding, the Conversion Price that\nwould be in effect were Notes then outstanding.\n\n         BUSINESS DAY: Each Monday, Tuesday, Wednesday, Thursday and Friday that\nis not a day on which banking institutions in The City of New York or Seattle,\nWashington are authorized or obligated by law or executive order to close.\n\n         COMMON STOCK: The shares of common stock $0.01 par value of the Company\nand any other shares of common stock as may constitute 'Common Stock' for\npurposes of the Indenture, including the Underlying Common Stock.\n\n         CONVERSION PRICE: Conversion Price shall have the meaning assigned such\nterm in the Indenture.\n\n         DAMAGES ACCRUAL PERIOD:  See Section 2(e) hereof.\n\n\n\n                                       2\n\n\n         DAMAGES PAYMENT DATE: Each interest payment date under the Indenture in\nthe case of Notes, and each February 1 and August 1 in the case of the\nUnderlying Common Stock.\n\n         DEFERRAL NOTICE:  See Section 3(i) hereof.\n\n         DEFERRAL PERIOD:  See Section 3(i) hereof.\n\n         EFFECTIVENESS DEADLINE DATE:  See Section 2(a) hereof.\n\n         EFFECTIVENESS PERIOD: The period of two years from the later of (a) the\nIssue Date (b) the last date of original issuance of the Notes, or such shorter\nperiod ending on the date that all Registrable Securities have ceased to be\nRegistrable Securities.\n\n         EVENT:  See Section 2(e) hereof.\n\n         EVENT DATE:  See Section 2(e) hereof.\n\n         EVENT TERMINATION DATE:  See Section 2(e) hereof.\n\n         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the\nrules and regulations of the SEC promulgated thereunder.\n\n         FILING DEADLINE DATE:  See Section 2(a) hereof.\n\n         HOLDER:  See the second paragraph of this Agreement.\n\n         INDENTURE: The Indenture dated as of the date hereof between the\nCompany and The Bank of New York, as trustee, pursuant to which the Notes are\nbeing issued.\n\n         INITIAL PURCHASERS: Morgan Stanley &amp; Co. Incorporated, Credit Suisse\nFirst Boston and Donaldson, Lufkin &amp; Jenrette Securities Corporation.\n\n         INITIAL SHELF REGISTRATION STATEMENT:  See Section 2(a) hereof.\n\n         ISSUE DATE: February 3, 1999.\n\n         LIQUIDATED DAMAGES AMOUNT:  See Section 2(e) hereof.\n\n         LOSSES:  See Section 6 hereof.\n\n         MATERIAL EVENT:  See Section 3(i) hereof.\n\n\n\n                                       3\n\n\n\n         NOTES: The 4 3\/4% Convertible Subordinated Notes due 2009 of the\nCompany to be purchased pursuant to the Placement Agreement.\n\n         NOTICE AND QUESTIONNAIRE: A written notice delivered to the Company\ncontaining substantially the information called for by the Selling\nSecurityholder Notice and Questionnaire attached as Annex B to the Offering\nMemorandum of the Company issued January 29, 1999 relating to the Notes.\n\n         NOTICE HOLDER: On any date, any Holder that has delivered a Notice and\nQuestionnaire to the Company on or prior to such date.\n\n         PROSPECTUS: The prospectus included in any Registration Statement\n(including, without limitation, a prospectus that discloses information\npreviously omitted from a prospectus filed as part of an effective registration\nstatement in reliance upon Rule 430A promulgated under the Securities Act), as\namended or supplemented by any amendment or prospectus supplement, including\npost-effective amendments, and all materials incorporated by reference or\nexplicitly deemed to be incorporated by reference in such Prospectus.\n\n         PLACEMENT AGREEMENT:  See the first paragraph of this Agreement.\n\n         PROVISIONAL REDEMPTION:  See Section 3.1(a) of the Indenture.\n\n         PROVISIONAL REDEMPTION DATE:  See Section 3.1(a) of the Indenture.\n\n         RECORD HOLDER: (i) With respect to any Damages Payment Date relating to\nany Notes as to which any such Liquidated Damages Amount has accrued, the holder\nof record of such Note on the record date with respect to the interest payment\ndate under the Indenture on which such Damages Payment Date shall occur and (ii)\nwith respect to any Damages Payment Date relating to the Underlying Common Stock\nas to which any such Liquidated Damages Amount has accrued, the registered\nholder of such Underlying Common Stock fifteen (15) days prior to the next\nsucceeding Damages Payment Date.\n\n         REGISTRABLE SECURITIES: The Notes until such Notes have been converted\nor exchanged into the Underlying Common Stock, and, at all times subsequent to\nany such conversion or exchange the Underlying Securities and any securities\ninto or for which such Underlying Common Stock have been converted or exchanged,\nand any security issued with respect thereto upon any stock dividend, split or\nsimilar event until, in the case of any such security, (A) the earliest of (i)\nits effective registration under the Securities Act and resale in accordance\nwith the Registration Statement covering it, (ii) expiration of the holding\nperiod that would be applicable thereto under Rule 144(k) were it not held by an\naffiliate of the Company or (iii) its sale to the public pursuant to Rule 144,\nand (B) as a result of the event or circumstance described in any of the\nforegoing clauses (i) through (iii), the legends with respect to transfer\nrestrictions required under the Indenture are removed or removable in accordance\nwith the terms of the Indenture.\n\n\n\n                                       4\n\n\n         REGISTRATION EXPENSES:  See Section 5 hereof.\n\n         REGISTRATION STATEMENT: Any registration statement of the Company that\ncovers any of the Registrable Securities pursuant to the provisions of this\nAgreement including the Prospectus, amendments and supplements to such\nregistration statement, including post-effective amendments, all exhibits, and\nall materials incorporated by reference or explicitly deemed to be incorporated\nby reference in such registration statement.\n\n         RESTRICTED SECURITIES:  As this term is defined in Rule 144.\n\n         RULE 144: Rule 144 under the Securities Act, as such Rule may be\namended from time to time, or any similar rule or regulation hereafter adopted\nby the SEC.\n\n         RULE 144A: Rule 144A under the Securities Act, as such Rule may be\namended from time to time, or any similar rule or regulation hereafter adopted\nby the SEC.\n\n         SEC: The Securities and Exchange Commission.\n\n         SECURITIES ACT: The Securities Act of 1933, as amended, and the rules\nand regulations promulgated by the SEC thereunder.\n\n         SHELF REGISTRATION STATEMENT: See Section 2(a) hereof.\n\n         SUBSEQUENT SHELF REGISTRATION STATEMENT: See Section 2(b) hereof.\n\n         TIA: The Trust Indenture Act of 1939, as amended.\n\n         TRUSTEE: The Bank of New York (or any successor entity), the Trustee\nunder the Indenture.\n\n         UNDERLYING COMMON STOCK: The Common Stock into which the Notes are\nconvertible or issued upon any such conversion.\n\n         SECTION 2. SHELF REGISTRATION. (a) The Company shall prepare and file\nor cause to be prepared and filed with the SEC, as soon as practicable but in\nany event by the date (the 'Filing Deadline Date') ninety (90) days after the\nIssue Date, a Registration Statement for an offering to be made on a delayed or\ncontinuous basis pursuant to Rule 415 of the Securities Act (a 'Shelf\nRegistration Statement') registering the resale from time to time by Holders\nthereof of all of the Registrable Securities (the 'Initial Shelf Registration\nStatement'). The Initial Shelf Registration Statement shall be on Form S-3 or\nanother appropriate form permitting registration of such Registrable Securities\nfor resale by such Holders in accordance with the methods of distribution\nelected by the Holders and set forth in the Initial Shelf Registration\nStatement. The Company shall use its commercially reasonable efforts to cause\nthe Initial Shelf Registration Statement to\n\n\n\n\n                                       5\n\n\n\nbe declared effective under the Securities Act as promptly as is practicable but\nin any event by the date (the 'Effectiveness Deadline Date') that is one hundred\neighty (180) days after the Issue Date, and to keep the Initial Shelf\nRegistration Statement (or any Subsequent Shelf Registration Statement)\ncontinuously effective under the Securities Act until the expiration of the\nEffectiveness Period. At the time the Initial Shelf Registration Statement is\ndeclared effective, each Holder that became a Notice Holder on or prior to the\ndate ten (10) Business Days prior to such time of effectiveness shall be named\nas a selling securityholder in the Initial Shelf Registration Statement and the\nrelated Prospectus in such a manner as to permit such Holder to deliver such\nProspectus to purchasers of Registrable Securities in accordance with applicable\nlaw. None of the Company's security holders (other than the Holders of\nRegistrable Securities) shall have the right to include any of the Company's\nsecurities in the Shelf Registration Statement.\n\n         (b) If the Initial Shelf Registration Statement or any Subsequent Shelf\nRegistration Statement ceases to be effective for any reason at any time during\nthe Effectiveness Period (other than because all Registrable Securities\nregistered thereunder shall have been resold pursuant thereto or shall have\nceased to be Registrable Securities), the Company shall use its reasonable\nefforts to obtain the prompt withdrawal of any order suspending the\neffectiveness thereof, and in any event shall within thirty (30) days of such\ncessation of effectiveness amend the Shelf Registration Statement in a manner\nreasonably expected to obtain the withdrawal of the order suspending the\neffectiveness thereof, or file an additional Shelf Registration Statement\ncovering all of the securities that as of the date of such filing are\nRegistrable Securities (a 'Subsequent Shelf Registration Statement'). If a\nSubsequent Shelf Registration Statement is filed, the Company shall use\nreasonable efforts to cause the Subsequent Shelf Registration Statement to\nbecome effective as promptly as is practicable after such filing and to keep\nsuch Registration Statement (or subsequent Shelf Registration Statement)\ncontinuously effective until the end of the Effectiveness Period.\nNotwithstanding the foregoing, in the event the Company has given a notice of\nProvisional Redemption it shall use its reasonable efforts to ensure that the\nShelf Registration Statement be effective and available for use at all times\nprior to the Provisional Redemption Date.\n\n         (c) The Company shall supplement and amend the Shelf Registration\nStatement if required by the rules, regulations or instructions applicable to\nthe registration form used by the Company for such Shelf Registration Statement,\nif required by the Securities Act or, to the extent to which the Company does\nnot reasonably object, as reasonably requested by the Initial Purchasers or by\nthe Trustee on behalf of the registered Holders or by any Managing Underwriter\nin the event of an Underwritten Offering.\n\n         (d) Each Holder of Registrable Securities agrees that if such Holder\nwishes to sell Registrable Securities pursuant to a Shelf Registration Statement\nand related Prospectus, it will do so only in accordance with this Section 2(d)\nand Section 3(i). Each Holder of Registrable Securities wishing to sell\nRegistrable Securities pursuant to a Shelf Registration Statement and related\nProspectus agrees to deliver a Notice and Questionnaire to the Company at least\nthree (3)\n\n\n\n                                       6\n\n\nBusiness Days prior to any intended distribution of Registrable Securities under\nthe Shelf Registration Statement. From and after the date the Initial Shelf\nRegistration Statement is declared effective, the Company shall, as promptly as\npracticable after the date a Notice and Questionnaire is delivered, and in any\nevent upon the later of (x) five (5) Business Days after such date or (y) five\n(5) Business Days after the expiration of any Deferral Period in effect when the\nNotice and Questionnaire is delivered or put into effect within five (5)\nBusiness Days of such delivery date, (i) if required by applicable law, file\nwith the SEC a post-effective amendment to the Shelf Registration Statement or\nprepare and, if required by applicable law, file a supplement to the related\nProspectus or a supplement or amendment to any document incorporated therein by\nreference or file any other required document so that the Holder delivering such\nNotice and Questionnaire is named as a selling securityholder in the Shelf\nRegistration Statement and the related Prospectus in such a manner as to permit\nsuch Holder to deliver such Prospectus to purchasers of the Registrable\nSecurities in accordance with applicable law and, if the Company shall file a\npost-effective amendment to the Shelf Registration Statement, use reasonable\nefforts to cause such post-effective amendment to be declared effective under\nthe Securities Act as promptly as is practicable, but in any event by the date\n(the 'Amendment Effectiveness Deadline Date') that is forty-five (45) days after\nthe date such post-effective amendment is required by this clause to be filed;\n(ii) provide such Holder copies of any documents filed pursuant to Section\n2(d)(i); and (iii) notify such Holder as promptly as practicable after the\neffectiveness under the Securities Act of any post-effective amendment filed\npursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is\ndelivered during a Deferral Period, the Company shall so inform the Holder\ndelivering such Notice and Questionnaire and shall take the actions set forth in\nclauses (i), (ii) and (iii) above upon expiration of the Deferral Period in\naccordance with Section 3(i). Notwithstanding anything contained herein to the\ncontrary, (i) the Company shall be under no obligation to name any Holder that\nis not a Notice Holder as a selling securityholder in any Registration Statement\nor related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall \nbe extended by up to ten (10) Business Days from the expiration of a Deferral\nPeriod (and the Company shall incur no obligation to pay Liquidated Damages\nduring such extension) if such Deferral Period shall be in effect on the\nAmendment Effectiveness Deadline Date.\n\n         (e) The parties hereto agree that the Holders of Registrable Securities\nwill suffer damages, and that it would not be feasible to ascertain the extent\nof such damages with precision, if (i) the Initial Shelf Registration Statement\nhas not been filed on or prior to the Filing Deadline Date, (ii) the Initial\nShelf Registration Statement has not been declared effective under the\nSecurities Act on or prior to the Effectiveness Deadline Date, (iii) the Company\nhas failed to perform its obligations set forth in Section 2(d) within the time\nperiod required therein or (iv) the aggregate duration of Deferral Periods in\nany period exceeds the number of days permitted in respect of such period\npursuant to Section 3(i) hereof or (each of the events of a type described in\nany of the foregoing clauses (i) through (iv) are individually referred to\nherein as an 'Event,' and the Filing Deadline Date in the case of clause (i),\nthe Effectiveness Deadline Date in the case of clause (ii), the date by which\nthe Company is required to perform its obligations set forth in Section 2(d) in\nthe case of clause (iii) (including the filing of any post-effective amendment\nprior to the Amendment Effectiveness Deadline Date) and the date on which the\naggregate duration of\n\n\n\n                                       7\n\n\n\nDeferral Periods in any period exceeds the number of days permitted by Section\n3(i) hereof in the case of clause (iv) being referred to herein as an 'Event\nDate'). Events shall be deemed to continue until the 'Event Termination Date,'\nwhich shall be the following dates with respect to the respective types of\nEvents: the date the Initial Shelf Registration Statement is filed in the case\nof an Event of the type described in clause (i), the date the Initial Shelf\nRegistration Statement is declared effective under the Securities Act in the\ncase of an Event of the type described in clause (ii), the date the Company\nperforms its obligations set forth in Section 2(d) in the case of an Event of\nthe type described in clause (iii) (including, without limitation, the date the\nrelevant post-effective amendment to the Shelf Registration Statement is\ndeclared effective under the Securities Act), and termination of the Deferral\nPeriod that caused the limit on the aggregate duration of Deferral Periods in a\nperiod set forth in Section 3(i) to be exceeded in the case of the commencement\nof an Event of the type described in clause (iv).\n\n         Accordingly, commencing on (and including) any Event Date and ending on\n(but excluding) the next date on which there are no Events that have occurred\nand are continuing (a 'Damages Accrual Period'), the Company agrees to pay, as\nliquidated damages and not as a penalty, an amount (the 'Liquidated Damages\nAmount'), payable on the Damages Payment Dates to Record Holders of Notes that\nare Registrable Securities and of shares of Underlying Common Stock issued upon\nconversion of Notes that are Registrable Securities, as the case may be,\naccruing, for each portion of such Damages Accrual Period beginning on and\nincluding a Damages Payment Date (or, in respect of the first time that the\nLiquidated Damages Amount is to be paid to Holders on a Damages Payment Date as\na result of the occurrence of any particular Event, from the Event Date) and\nending on but excluding the first to occur of (A) the date of the end of the\nDamages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum\nequal to one-half of one percent (0.5 %) of the aggregate principal amount of\nsuch Notes and the Applicable Conversion Price of such shares of Underlying\nCommon Stock, as the cast may be, in each case determined as of the Business Day\nimmediately preceding the next Damages Payment Date; provided, that in the case\nof a Damages Accrual Period that is in effect solely as a result of an Event of\nthe type described in clause (iii) of the immediately preceding paragraph, such\nLiquidated Damages Amount shall be paid only to the Holders that have delivered\nNotice and Questionnaires that caused the Company to incur the obligations set\nforth in Section 2(d) the non-performance of which is the basis of such Event,\nprovided further, that any Liquidated Damages Amount accrued with respect to any\nNote or portion thereof called for redemption on a redemption date or converted\ninto Underlying Common Stock on a conversion date prior to the Damages Payment\nDate, shall, in any such event, be paid instead to the Holder who submitted such\nNote or portion thereof for redemption or conversion on the applicable\nredemption date or conversion date, as the case may be, on such date (or\npromptly following the conversion date, in the case of conversion).\nNotwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to\nany Registrable Security from and after the earlier of (x) the date such\nsecurity is no longer a Registrable Security and (y) expiration of the\nEffectiveness Period. The rate of accrual of the Liquidated Damages Amount with\nrespect to any period shall not exceed the rate provided for in this paragraph\nnotwithstanding the occurrence of multiple concurrent Events. Following the cure\nof all Events requiring the payment by the Company of Liquidated Damages Amounts\nto\n\n\n\n                                       8\n\n\n\nthe Holders of Registrable Securities pursuant to this Section, the accrual of\nLiquidated Damages Amounts will cease (without in any way limiting the effect of\nany subsequent Event requiring the payment of Liquidated Damages Amount by the\nCompany).\n\n         The Trustee shall be entitled, on behalf of Holders of Notes or\nUnderlying Common Stock, to seek any available remedy for the enforcement of\nthis Agreement, including for the payment of any Liquidated Damages Amount.\nNotwithstanding the foregoing, the parties agree that the sole damages payable\nfor a violation of the terms of this Agreement with respect to which liquidated\ndamages are expressly provided shall be such liquidated damages. Nothing shall\npreclude a Notice Holder or Holder of Registrable Securities from pursuing or\nobtaining specific performance or other equitable relief with respect to this\nAgreement.\n\n         All of the Company's obligations set forth in this Section 2(e) that\nare outstanding with respect to any Registrable Security at the time such\nsecurity ceases to be a Registrable Security shall survive until such time as\nall such obligations with respect to such security have been satisfied in full\n(notwithstanding termination of this Agreement pursuant to Section 8(k)).\n\n         The parties hereto agree that the liquidated damages provided for in\nthis Section 2(e) constitute a reasonable estimate of the damages that may be\nincurred by Holders of Registrable Securities by reason of the failure of the\nShelf Registration Statement to be filed or declared effective or available for\neffecting resales of Registrable Securities in accordance with the provisions\nhereof.\n\n         SECTION 3. REGISTRATION PROCEDURES. In connection with the registration\nobligations of the Company under Section 2 hereof, the Company shall:\n\n         (a) Before filing any Registration Statement or Prospectus or any\namendments or supplements thereto with the SEC, furnish to counsel to the\nInitial Purchasers copies of all such documents proposed to be filed and use\nreasonable efforts to reflect in each such document when so filed with the SEC\nsuch comments as counsel to the Initial Purchasers reasonably shall propose\nwithin five (5) Business Days of the delivery of such copies to the Initial\nPurchasers.\n\n         (b) Prepare and file with the SEC such amendments and post-effective\namendments to each Registration Statement as may be necessary to keep such\nRegistration Statement continuously effective for the applicable period\nspecified in Section 2(a); cause the related Prospectus to be supplemented by\nany required Prospectus supplement, and as so supplemented to be filed pursuant\nto Rule 424 (or any similar provisions then in force) under the Securities Act;\nand use its reasonable best efforts to comply with the provisions of the\nSecurities Act applicable to it with respect to the disposition of all\nsecurities covered by such Registration Statement during the Effectiveness\nPeriod in accordance with the intended methods of disposition by the sellers\nthereof set forth in such Registration Statement as so amended or such\nProspectus as so supplemented.\n\n\n\n                                       9\n\n\n\n         (c) As promptly as practicable give notice to counsel to the Notice\nHolders and the Initial Purchasers (i) when any Prospectus, Prospectus\nsupplement, Registration Statement or post-effective amendment to a Registration\nStatement has been filed with the SEC and, with respect to a Registration\nStatement or any post-effective amendment, when the same has been declared\neffective, (ii) of any request, following the effectiveness of the Initial Shelf\nRegistration Statement under the Securities Act, by the SEC or any other federal\nor state governmental authority for amendments or supplements to any\nRegistration Statement or related Prospectus or for additional information,\n(iii) of the issuance by the SEC or any other federal or state governmental\nauthority of any stop order suspending the effectiveness of any Registration\nStatement or the initiation or threatening of any proceedings for that purpose,\n(iv) of the receipt by the Company of any notification with respect to the\nsuspension of the qualification or exemption from qualification of any of the\nRegistrable Securities for sale in any jurisdiction or the initiation or\nthreatening of any proceeding for such purpose, (v) of the occurrence of (but\nnot the nature of or details concerning) a Material Event and (vi) of the\ndetermination by the Company that a post-effective amendment to a Registration\nStatement will be filed with the SEC, which notice may, at the discretion of the\nCompany (or as required pursuant to Section 3 (i)), state that it constitutes a\nDeferral Notice, in which event the provisions of Section 3(i) shall apply.\n\n         (d) Use reasonable efforts to obtain the withdrawal of any order\nsuspending the effectiveness of a Registration Statement or the lifting of any\nsuspension of the qualification (or exemption from qualification) of any of the\nRegistrable Securities for sale in any jurisdiction in which they have been\nqualified for sale, in either case at the earliest possible moment.\n\n         (e) if reasonably requested by the Initial Purchasers or any Notice\nHolder, as promptly as practicable incorporate in a Prospectus supplement or\npost-effective amendment to a Registration Statement such information as the\nInitial Purchasers or such Notice Holder shall, on the basis of an opinion of\nnationally-recognized counsel experienced in such matters, determine to be\nrequired to be included therein by applicable law and make any required filings\nof such Prospectus supplement or such post-effective amendment; provided, that\nthe Company shall not be required to take any actions under this Section 3(e)\nthat are not, in the reasonable opinion of counsel for the Company, in\ncompliance with applicable law.\n\n         (f) As promptly as practicable furnish to each Notice Holder and the\nInitial Purchasers, without charge, at least one (1) conformed copy of the\nRegistration Statement and any amendment thereto, including financial statements\nbut excluding schedules, all documents incorporated or deemed to be incorporated\ntherein by reference and all exhibits (unless requested in writing to the\nCompany by such Notice Holder or the Initial Purchasers, as the case may be).\n\n         (g) During the Effectiveness Period, deliver to each Notice Holder in\nconnection with any sale of Registrable Securities pursuant to a Registration\nStatement, without charge, as many copies of the Prospectus or Prospectuses\nrelating to such Registrable Securities (including each preliminary prospectus)\nand any amendment or supplement thereto as such Notice Holder may\n\n\n\n                                       10\n\n\nreasonably request; and the Company hereby consents (except during such periods\nthat a Deferral Notice is outstanding and has not been revoked) to the use of\nsuch Prospectus or each amendment or supplement thereto by each Notice Holder in\nconnection with any offering and sale of the Registrable Securities covered by\nsuch Prospectus or any amendment or supplement thereto in the manner set forth\ntherein.\n\n         (h) Prior to any public offering of the Registrable Securities pursuant\nto the Shelf Registration Statement, register or qualify or cooperate with the\nNotice Holders in connection with the registration or qualification (or\nexemption from such registration or qualification) of such Registrable\nSecurities for offer and sale under the securities or Blue Sky laws of such\njurisdictions within the United States as any Notice Holder reasonably requests\nin writing (which request may be included in the Notice and Questionnaire);\nprior to any public offering of the Registrable Securities pursuant to the Shelf\nRegistration Statement, keep each such registration or qualification (or\nexemption therefrom) effective during the Effectiveness Period in connection\nwith such Notice Holder's offer and sale of Registrable Securities pursuant to\nsuch registration or qualification (or exemption therefrom) and do any and all\nother acts or things necessary or advisable to enable the disposition in such\njurisdictions of such Registrable Securities in the manner set forth in the\nrelevant Registration Statement and the related Prospectus; provided, that the\nCompany will not be required to (i) qualify as a foreign corporation or as a\ndealer in securities in any jurisdiction where it would not otherwise be\nrequired to qualify but for this Agreement or (ii) take any action that would\nsubject it to general service of process in suits or to taxation in any such\njurisdiction where it is not then so subject.\n\n         (i) Upon (A) the issuance by the SEC of a stop order suspending the\neffectiveness of the Shelf Registration Statement or the initiation of\nproceedings with respect to the Shelf Registration Statement under Section 8(d)\nor 8(e) of the Securities Act, (B) the occurrence of any event or the existence\nof any fact (a 'Material Event') as a result of which any Registration Statement\nshall contain any untrue statement of a material fact or omit to state any\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, or any Prospectus shall contain any untrue statement of\na material fact or omit to state any material fact required to be stated therein\nor necessary to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading, or (C) the occurrence or existence\nof any pending corporate development that, in the reasonable discretion of the\nCompany, makes it appropriate to suspend the availability of the Shelf\nRegistration Statement and the related Prospectus, (i) in the case of clause (B)\nabove, subject to the next sentence, as promptly as practicable prepare and\nfile, if necessary pursuant to applicable law, a post-effective amendment to\nsuch Registration Statement or a supplement to the related Prospectus or any\ndocument incorporated therein by reference or file any other required document\nthat would be incorporated by reference into such Registration Statement and\nProspectus so that such Registration Statement does not contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading, and\nsuch Prospectus does not contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary to make\nthe statements therein, in the light of the\n\n\n\n                                       11\n\n\ncircumstances under which they were made, not misleading, as thereafter\ndelivered to the purchasers of the Registrable Securities being sold thereunder,\nand, in the case of a post-effective amendment to a Registration Statement,\nsubject to the next sentence, use its reasonable efforts to cause it to be\ndeclared effective as promptly as is practicable, and (ii) give notice to the\nNotice Holders that the availability of the Shelf Registration Statement is\nsuspended (a 'Deferral Notice') and, upon receipt of any Deferral Notice, each\nNotice Holder agrees not to sell any Registrable Securities pursuant to the\nRegistration Statement until such Notice Holder's receipt of copies of the\nsupplemented or amended Prospectus provided for in clause (i) above, or until it\nis advised in writing by the Company that the Prospectus may be used, and has\nreceived copies of any additional or supplemental filings that are incorporated\nor deemed incorporated by reference in such Prospectus. The Company will use\nreasonable best efforts to ensure that the use of the Prospectus may be resumed\n(x) in the case of clause (A) above, as promptly as is practicable, (y) in the\ncase of clause (B) above, as soon as, in the sole judgment of the Company,\npublic disclosure of such Material Event would not be prejudicial to or contrary\nto the interests of the Company or, if necessary to avoid unreasonable burden or\nexpense, as soon as practicable thereafter and (z) in the case of clause (C)\nabove, as soon as, in the discretion of the Company, such suspension is no\nlonger appropriate. Notwithstanding the foregoing, in the event the Company has\ngiven notice of a Provisional Redemption it shall use its reasonable efforts to\nensure the use of the Prospectus may be resumed in the case of clause (A), (B)\nor (C) above as promptly as is practicable. The Company shall be entitled to\nexercise its right under this Section 3(i) to suspend the availability of the\nShelf Registration Statement or any Prospectus, without incurring or accruing\nany obligation to pay liquidated damages pursuant to Section 2(e), for a period\nnot to exceed 60 days in any three-month period or not to exceed an aggregate 90\ndays in any 12-month period (such period during which the availability of the\nRegistration Statement and any Prospectus is suspended being the 'Deferral\nPeriod').\n\n         (j) If requested in writing in connection with a disposition of\nRegistrable Securities pursuant to a Registration Statement, make reasonably\navailable for inspection during normal business hours by a representative for\nthe Notice Holders of such Registrable Securities and any broker-dealers,\nattorneys and accountants retained by such Notice Holders, all relevant\nfinancial and other records, pertinent corporate documents and properties of the\nCompany and its subsidiaries, and cause the appropriate officers, directors and\nemployees of the Company and its subsidiaries to make reasonably available for\ninspection during normal business hours all relevant information reasonably\nrequested by such representative for the Notice Holders or any such\nbroker-dealers, attorneys or accountants in connection with such disposition, in\neach case as is customary for similar 'due diligence' examinations; provided,\nhowever, that such persons shall first agree in writing with the Company that\nany information that is reasonably and in good faith designated by the Company\nin writing as confidential at the time of delivery of such information shall be\nkept confidential by such persons and shall be used solely for the purposes of\nexercising rights under this Agreement, unless (i) disclosure of such\ninformation is required by court or administrative order or is necessary to\nrespond to inquiries of regulatory authorities, (ii) disclosure of such\ninformation is required by law (including any disclosure requirements pursuant\nto federal securities laws in connection with the filing of any Registration\nStatement or\n\n\n\n                                       12\n\n\nthe use of any Prospectus referred to in this Agreement), (iii) such information\nbecomes generally available to the public other than as a result of a disclosure\nor failure to safeguard by any such person or (iv) such information becomes\navailable to any such person from a source other than the Company and such\nsource is not bound by a confidentiality agreement, and provided further, that\nthe foregoing inspection and information gathering shall, to the greatest extent\npossible, be coordinated on behalf of all the Notice Holders and the other\nparties entitled thereto by the counsel referred to in Section 5.\n\n         (k) Use its reasonable best efforts to comply with all applicable rules\nand regulations of the SEC and make generally available to its securityholders\nearning statements (which need not be audited) satisfying the provisions of\nSection 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule\npromulgated under the Securities Act) no later than 45 days after the end of any\n3-month period (or 90 days after the end of any 12-month period if such period\nis a fiscal year) commencing on the first day of the first fiscal quarter of the\nCompany commencing after the effective date of a Registration Statement, which\nstatements shall cover said periods.\n\n         (l) Cooperate with each Notice Holder to facilitate the timely\npreparation and delivery of certificates representing Registrable Securities\nsold or to be sold pursuant to a Registration Statement, which certificates\nshall not bear any restrictive legends, and cause such Registrable Securities to\nbe in such denominations as are permitted by the Indenture and registered in\nsuch names as such Notice Holder may request in writing at least two (2)\nBusiness Days prior to any sale of such Registrable Securities.\n\n         (m) Provide a CUSIP number for all Registrable Securities covered by\neach Registration Statement not later than the effective date of such\nRegistration Statement and provide the Trustee and the transfer agent for the\nCommon Stock with printed certificates for the Registrable Securities that are\nin a form eligible for deposit with The Depository Trust Company.\n\n         (n) Provide such information as is required for any filings required to\nbe made with the National Association of Securities Dealers, Inc.\n\n         (o) Upon (i) the filing of the Initial Registration Statement and (ii)\nthe effectiveness of the Initial Registration Statement, announce the same, in\neach case by release to Reuters Economic Services and Bloomberg Business News.\n\n         SECTION 4. HOLDER'S OBLIGATIONS. Each Holder agrees, by acquisition of\nthe Registrable Securities, that no Holder of Registrable Securities shall be\nentitled to sell any of such Registrable Securities pursuant to a Registration\nStatement or to receive a Prospectus relating thereto, unless such Holder has\nfurnished the Company with a Notice and Questionnaire as required pursuant to\nSection 2(d) hereof (including the information required to be included in such\nNotice and Questionnaire) and the information set forth in the next sentence.\nEach Notice Holder agrees promptly to furnish to the Company all information\nrequired to be disclosed in order to make the information previously furnished\nto the Company by such Notice Holder not\n\n\n\n                                       13\n\n\nmisleading and any other information regarding such Notice Holder and the\ndistribution of such Registrable Securities as the Company may from time to time\nreasonably request. Any sale of any Registrable Securities by any Holder shall\nconstitute a representation and warranty by such Holder that the information\nrelating to such Holder and its plan of distribution is as set forth in the\nProspectus delivered by such Holder in connection with such disposition, that\nsuch Prospectus does not as of the time of such sale contain any untrue\nstatement of a material fact relating to or provided by such Holder or its plan\nof distribution and that such Prospectus does not as of the time of such sale\nomit to state any material fact relating to or provided by such Holder or its\nplan of distribution necessary to make the statements in such Prospectus, in the\nlight of the circumstances under which they were made, not misleading.\n\n         SECTION 5. REGISTRATION EXPENSES. The Company shall bear all fees and\nexpenses incurred in connection with the performance by the Company of its\nobligations under Sections 2 and 3 of this Agreement whether or not any of the\nRegistration Statements are declared effective. Such fees and expenses shall\ninclude, without limitation, (i) all registration and filing fees (including,\nwithout limitation, fees and expenses (x) with respect to filings required to be\nmade with the National Association of Securities Dealers, Inc. and (y) of\ncompliance with federal and state securities or Blue Sky laws (including,\nwithout limitation, reasonable fees and disbursements of the counsel specified\nin the next sentence in connection with Blue Sky qualifications of the\nRegistrable Securities under the laws of such jurisdictions as the Notice\nHolders of a majority of the Registrable Securities being sold pursuant to a\nRegistration Statement may designate), (ii) printing expenses (including,\nwithout limitation, expenses of printing certificates for Registrable Securities\nin a form eligible for deposit with The Depository Trust Company), (iii)\nduplication expenses relating to copies of any Registration Statement or\nProspectus delivered to any Holders hereunder, (iv) fees and disbursements of\ncounsel for the Company in connection with the Shelf Registration Statement, (v)\nreasonable fees and disbursements of the Trustee and its counsel and of the\nregistrar and transfer agent for the Common Stock and (vi) Securities Act\nliability insurance obtained by the Company in its sole discretion. In addition,\nthe Company shall bear or reimburse the Notice Holders for the reasonable fees\nand disbursements of one firm of legal counsel for the Holders, which shall\ninitially be Shearman &amp; Sterling, but which may, with the written consent of the\nInitial Purchasers (which shall not be unreasonably withheld), be another\nnationally recognized law firm experienced in securities law matters designated\nby the Company. In addition, the Company shall pay the internal expenses of the\nCompany (including, without limitation, all salaries and expenses of officers\nand employees performing legal or accounting duties), the expense of any annual\naudit, the fees and expenses incurred in connection with the listing of the\nRegistrable Securities on any securities exchange on which similar securities of\nthe Company are then listed and the fees and expenses of any person, including\nspecial experts, retained by the Company. Notwithstanding the provisions of this\nSection 5, each seller of Registrable Securities shall pay selling expenses and\nall registration expenses to the extent required by applicable law.\n\n         SECTION 6.  INDEMNIFICATION.\n\n\n\n                                       14\n\n\n         (a) INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and\nhold harmless each Notice Holder and each person, if any, who controls any\nNotice Holder (within the meaning of either Section 15 of the Securities Act or\nSection 20 of the Exchange Act) from and against any losses, liabilities,\nclaims, damages and expenses (including, without limitation, any legal or other\nexpenses reasonably incurred in connection with defending or investigating any\nsuch action or claim) (collectively, 'Losses'), arising out of or based upon any\nuntrue statement or alleged untrue statement of a material fact contained in any\nRegistration Statement or Prospectus or in any amendment or supplement thereto\nor in any preliminary prospectus, or arising out of or based upon any omission\nor alleged omission to state therein a material fact required to be stated\ntherein or necessary to make the statements therein not misleading, provided,\nhowever, that the Company shall not be liable in any such case to the extent\nthat any such Losses arise out of or are based upon an untrue statement or\nalleged untrue statement contained in or omission or alleged omission from any\nof such documents in reliance upon and conformity with any of the information\nrelating to the Holders furnished to the Company in writing by a Holder\nexpressly for use therein; provided further, that the indemnification contained\nin this paragraph shall not inure to the benefit of any Holder of Registrable\nSecurities (or to the benefit of any person controlling such Holder) on account\nof any such Losses arising out of or based upon an untrue statement or alleged\nuntrue statement or omission or alleged omission made in any preliminary\nprospectus provided in each case the Company has completed with its several\nobligations under Section 3(a) hereof if either (A) (i) such Holder failed to\nsend or deliver a copy of the Prospectus with or prior to the delivery of\nwritten confirmation of the sale by such Holder to the person asserting the\nclaim from which such Losses arise and (ii) the Prospectus would have corrected\nsuch untrue statement or alleged untrue statement or such omission or alleged\nomission, or (B) (x) such untrue statement or alleged untrue statement, omission\nor alleged omission is corrected in an amendment or supplement to the Prospectus\nand (y) having previously been furnished by or on behalf of the Company with\ncopies of the Prospectus as so amended or supplemented, such Holder thereafter\nfails to deliver such Prospectus as so amended or supplemented, with or prior to\nthe delivery of written confirmation of the sale of a Registrable Security to\nthe person asserting the claim from which such Losses arise.\n\n         (b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each Holder\nagrees severally and not jointly to indemnify and hold harmless the Company and\nits respective directors and officers, and each person, if any, who controls the\nCompany (within the meaning of either Section 15 of the Securities Act or\nSection 20 of the Exchange Act) or any other Holder, from and against all Losses\narising out of or based upon any untrue statement or alleged untrue statement of\na material fact contained in any Registration Statement or Prospectus or in any\namendment or supplement thereto or in any preliminary prospectus, or arising out\nof or based upon any omission or alleged omission to state therein a material\nfact required to be stated therein or necessary to make the statements therein\nnot misleading, to the extent, but only to the extent, that such untrue\nstatement or alleged untrue statement or omission or alleged omission was made\nin reliance upon and in conformity with information furnished to the Company by\nsuch Holder expressly for use in such Registration Statement or Prospectus or\namendment or\n\n\n\n                                       15\n\n\nsupplement thereto. In no event shall the liability of any selling Holder of\nRegistrable Securities hereunder be greater in amount than the dollar amount of\nthe proceeds received by such Holder upon the sale of the Registrable Securities\npursuant to the Registration Statement giving rise to such indemnification\nobligation.\n\n         (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding\n(including any governmental investigation) shall be instituted involving any\nperson in respect of which indemnity may be sought pursuant to either of the two\npreceding paragraphs, such person (the 'indemnified party') shall promptly\nnotify the person against whom such indemnity may be sought (the 'indemnifying\nparty') in writing and the indemnifying party, upon request of the indemnified\nparty, shall retain counsel reasonably satisfactory to the indemnified party to\nrepresent the indemnified party and any others the indemnifying party may\ndesignate in such proceeding and shall pay the reasonable fees and disbursements\nof such counsel related to such proceeding. In any such proceeding, any\nindemnified party shall have the right to retain its own counsel, but the fees\nand expenses of such counsel shall be at the expense of such indemnified party\nunless (i) the indemnifying party and the indemnified party shall have mutually\nagreed to the retention of such counsel or (ii) the named parties to any such\nproceeding (including any impleaded parties) include both the indemnifying party\nand the indemnified party and representation of both parties by the same counsel\nwould be inappropriate due to actual or potential differing interests between\nthem. It is understood that the indemnifying party shall not, in respect of the\nlegal expenses of any indemnified party in connection with any proceeding or\nrelated proceedings in the same jurisdiction, be liable for the fees and\nexpenses of more than one separate firm (in addition to any local counsel) for\nall indemnified parties, and that all such fees and expenses shall be reimbursed\nas they are incurred. Such separate firm shall be designated in writing by, in\nthe case of parties indemnified pursuant to Section 6(a), the Holders of a\nmajority (with Holders of Notes deemed to be the Holders, for purposes of\ndetermining such majority, of the number of shares of Underlying Common Stock\ninto which such Notes are or would be convertible or exchangeable as of the date\non which such designation is made) of the Registrable Securities covered by the\nRegistration Statement held by Holders that are indemnified parties pursuant to\nSection 6(a) and, in the case of parties indemnified pursuant to Section 6(b),\nthe Company. The indemnifying party shall not be liable for any settlement of\nany proceeding effected without its written consent, but if settled with such\nconsent or if there be a final judgment for the plaintiff, the indemnifying\nparty agrees to indemnify the indemnified party from and against any loss or\nliability by reason of such settlement or judgment. Notwithstanding the\nforegoing sentence, if it any time an indemnified party shall have requested an\nindemnifying party to reimburse the indemnified party for fees and expenses of\ncounsel and the indemnified party would be entitled thereto pursuant to the\nsecond and third sentences of this paragraph, the indemnifying party agrees that\nit shall be liable for any settlement of any proceeding effected without its\nwritten consent if (i) such settlement is entered into more than 45 days after\nreceipt by such indemnifying party of the aforesaid request and (ii) such\nindemnifying party shall not have reimbursed the indemnified party in accordance\nwith such request prior to the date of such settlement. No indemnifying party\nshall, without the prior written consent of the indemnified party, effect any\nsettlement of any pending or threatened proceeding in respect of which any\n\n\n\n                                       16\n\n\n\nindemnified party is or could have been a party and indemnity could have been\nsought hereunder by such indemnified party, unless such settlement includes an\nunconditional release of such indemnified party from all liability on claims\nthat are the subject matter of such proceeding.\n\n         (d) CONTRIBUTION. To the extent that the indemnification provided for\nin this Section 6 is unavailable to an indemnified party under Section 6(a) or\n6(b) hereof in respect of any Losses or is insufficient to hold such indemnified\nparty harmless, then each applicable indemnifying party, in lieu of indemnifying\nsuch indemnified party, shall contribute to the amount paid or payable by such\nindemnified party as a result of such Losses (i) in such proportion as is\nappropriate to reflect the relative benefits received by the indemnifying party\nor parties on the one hand and the indemnified party or parties on the other\nhand or (ii) if the allocation provided by clause (i) above is not permitted by\napplicable law, in such proportion as is appropriate to reflect not only the\nrelative benefits referred to in clause (i) above but also the relative fault of\nthe indemnifying party or parties on the one hand and of the indemnified party\nor parties on the other hand in connection with the statements or omissions that\nresulted in such Losses, as well as any other relevant equitable considerations.\nBenefits received by the Company shall be deemed to be equal to the total net\nproceeds from the initial placement pursuant to the Placement Agreement (before\ndeducting expenses) of the Registrable Securities to which such Losses relate.\nBenefits received by any Holder shall be deemed to be equal to the value of\nreceiving Registrable Securities that are registered under the Securities Act.\nThe relative fault of the Holders on the one hand and the Company on the other\nhand shall be determined by reference to, among other things, whether the untrue\nor alleged untrue statement of a material fact or the omission or alleged\nomission to state a material fact relates to information supplied by the Holders\nor by the Company, and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such statement or omission.\nThe Holders' respective obligations to contribute pursuant to this paragraph are\nseveral in proportion to the respective number of Registrable Securities they\nhave sold pursuant to a Registration Statement, and not joint.\n\n         The parties hereto agree that it would not be just and equitable if\ncontribution pursuant to this Section 6(d) were determined by pro rata\nallocation or by any other method or allocation that does not take into account\nthe equitable considerations referred to in the immediately preceding paragraph.\nThe amount paid or payable by an indemnified party as a result of the Losses\nreferred to in the immediately preceding paragraph shall be deemed to include,\nsubject to the limitations set forth above, any legal or other expenses\nreasonably incurred by such indemnified party in connection with investigating\nor defending any such action or claim. Notwithstanding this Section 6(d), an\nindemnifying party that is a selling Holder of Registrable Securities shall not\nbe required to contribute any amount in excess of the amount by which the total\nprice at which the Registrable Securities sold by such indemnifying party and\ndistributed to the public were offered to the public exceeds the amount of any\ndamages that such indemnifying party has otherwise been required to pay by\nreason of such untrue or alleged untrue statement or omission or alleged\nomission. No person guilty of fraudulent misrepresentation (within the meaning\nof Section 11(f) of the Securities Act) shall be entitled to contribution from\nany person who was not guilty of such fraudulent misrepresentation.\n\n\n\n                                       17\n\n\n         (e) The indemnity, contribution and expense reimbursement obligations\nof the parties hereunder shall be in addition to any liability any indemnified\nparty may otherwise have hereunder, under the Placement Agreement or otherwise.\n\n         (f) The indemnity and contribution provisions contained in this Section\n6 shall remain operative and in full force and effect regardless of (i) any\ntermination of this Agreement, (ii) any investigation made by or on behalf of\nany Holder or any person controlling any Holder, or the Company, or the\nCompany's officers or directors or any person controlling the Company and (iii)\nthe sale of any Registrable Securities by any Holder.\n\n         SECTION 7. INFORMATION REQUIREMENTS. (a) The Company covenants that, if\nat any time before the end of the Effectiveness Period the Company is not\nsubject to the reporting requirements of the Exchange Act, it will cooperate\nwith any Holder of Registrable Securities and take such further reasonable\naction as any Holder of Registrable Securities may reasonably request in writing\n(including, without limitation, making such reasonable representations as any\nsuch Holder may reasonably request), all to the extent required from time to\ntime to enable such Holder to sell Registrable Securities without registration\nunder the Securities Act within the limitation of the exemptions provided by\nRule 144 and Rule 144A under the Securities Act and customarily taken in\nconnection with sales pursuant to such exemptions. Upon the written request of\nany Holder of Registrable Securities, the Company shall deliver to such Holder a\nwritten statement as to whether it has complied with such filing requirements,\nunless such a statement has been included in the Company's most recent report\nfiled pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding\nthe foregoing, nothing in this Section 7 shall be deemed to require the Company\nto register any of its securities (other than the Common Stock) under any\nsection of the Exchange Act.\n\n         SECTION 8. MISCELLANEOUS.\n\n         (a) NO CONFLICTING AGREEMENTS. The Company is not, as of the date\nhereof, a party to, nor shall it, on or after the date of this Agreement, enter\ninto, any agreement with respect to its securities that conflicts with the\nrights granted to the Holders of Registrable Securities in this Agreement. The\nCompany represents and warrants that the rights granted to the Holders of\nRegistrable Securities hereunder do not in any way conflict with the rights\ngranted to the holders of the Company's securities under any other agreements.\n\n         (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including\nthe provisions of this sentence, may not be amended, modified or supplemented,\nand waivers or consents to departures from the provisions hereof may not be\ngiven, unless the Company has obtained the written consent of Holders of a\nmajority of the then outstanding Underlying Common Stock constituting\nRegistrable Securities (with Holders of Notes deemed to be the Holders, for\npurposes of this Section, of the number of outstanding shares of Underlying\nCommon Stock into which such Notes are or would be convertible or exchangeable\nas of the date\n\n\n\n                                       18\n\n\non which such consent is requested). Notwithstanding the foregoing, a waiver or\nconsent to depart from the provisions hereof with respect to a matter that\nrelates exclusively to the rights of Holders of Registrable Securities whose\nsecurities are being sold pursuant to a Registration Statement and that does not\ndirectly or indirectly affect the rights of other Holders of Registrable\nSecurities may be given by Holders of at least a majority of the Registrable\nSecurities being sold by such Holders pursuant to such Registration Statement;\nprovided, that the provisions of this sentence may not be amended, modified, or\nsupplemented except in accordance with the provisions of the immediately\npreceding sentence. Each Holder of Registrable Securities outstanding at the\ntime of any such amendment, modification, supplement, waiver or consent or\nthereafter shall be bound by any such amendment, modification, supplement,\nwaiver or consent effected pursuant to this Section 8(b), whether or not any\nnotice, writing or marking indicating such amendment, modification, supplement,\nwaiver or consent appears on the Registrable Securities or is delivered to such\nHolder.\n\n         (c) NOTICES. All notices and other communications provided for or\npermitted hereunder shall he made in writing by hand delivery, by telecopier, by\ncourier guaranteeing overnight delivery or by first-class mail, return receipt\nrequested, and shall be deemed given (i) when made, if made by hand delivery,\n(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after\nbeing deposited with such courier, if made by overnight courier or (iv) on the\ndate indicated on the notice of receipt, if made by first-class mail, to the\nparties as follows:\n\n                  (w) if to a Holder of Registrable Securities, at the most\n                  current address given by such Holder to the Company in a\n                  Notice and Questionnaire or any amendment thereto;\n\n                  (x)      if to the Company, to:\n\n                           Amazon.Com, Inc.\n                           1516 Second Avenue\n                           Seattle, WA 98101\n                           Attention: Randy Tinsley\n                           Telecopy No.: (206) 694-2082\n\n                           and\n\n                           Perkins Coie\n                           1201 Third Avenue\n                           40th Floor\n                           Seattle, WA 98101\n                           Attn:  L. Michelle Wilson, Esq.\n                           Telecopy No.: (206) 583-8500\n\n\n\n\n\n\n                                       19\n\n\n                  (y)      if to the Initial Purchasers, to:\n\n                           Morgan Stanley &amp; Co.  Incorporated\n                           1585 Broadway\n                           New York, New York\n                           Attention:  Equity Capital Markets\n                           Telecopy No.: (212) 761-0356\n\n\n\n\n\n\n\n\n\n\n\n\n                                       20\n\n\n\n\n\n                           \n                           and\n\n                           Shearman &amp; Sterling\n                           1550 El Camino Real\n                           Menlo Park, CA 94025\n                           Attention: William H. Hinman, Esq.\n                           Telecopy No.  (415) 616-1199\n\n\nor to such other address as such person may have furnished to the other persons\nidentified in this Section 8(c) in writing in accordance herewith.\n\n         (d) APPROVAL OF HOLDERS. Whenever the consent or approval of Holders of\na specified percentage of Registrable Securities is required hereunder,\nRegistrable Securities held by the Company or its affiliates (as such term is\ndefined in Rule 405 under the Securities Act) (other than the Initial Purchasers\nor subsequent Holders of Registrable Securities if such subsequent Holders are\ndeemed to be such affiliates solely by reason of their holdings of such\nRegistrable Securities) shall not be counted in determining whether such consent\nor approval was given by the Holders of such required percentage.\n\n         (e) SUCCESSORS AND ASSIGNS. Any person who purchases any Registrable\nSecurities from the Initial Purchasers shall be deemed, for purposes of this\nAgreement, to be an assignee of the Initial Purchasers. This Agreement shall\ninure to the benefit of and be binding upon the successors and assigns of each\nof the parties and shall inure to the benefit of and be binding upon each Holder\nof any Registrable Securities.\n\n         (f) COUNTERPARTS. This Agreement may be executed in any number of\ncounterparts and by the parties hereto in separate counterparts, each of which\nwhen so executed shall be deemed to be original and all of which taken together\nshall constitute one and the same agreement.\n\n         (g) HEADINGS. The headings in this Agreement are for convenience of\nreference only and shall not limit or otherwise affect the meaning hereof.\n\n         (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS\nOF LAWS PRINCIPLES THEREOF.\n\n         (i) SEVERABILITY. If any term provision, covenant or restriction of\nthis Agreement is held to be invalid, illegal, void or unenforceable, the\nremainder of the terms, provisions, covenants and restrictions set forth herein\nshall remain in full force and effect and shall in no way be affected, impaired\nor invalidated thereby, and the parties hereto shall use their best efforts to\nfind and employ an alternative means to achieve the same or substantially the\nsame result as that\n\n\n\n                                       21\n\n\ncontemplated by such term, provision, covenant or restriction, it being intended\nthat all of the rights and privileges of the parties shall be enforceable to the\nfullest extent permitted by law.\n\n         (j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a\nfinal expression of their agreement and is intended to be a complete and\nexclusive statement of the agreement and understanding of the parties hereto in\nrespect of the subject matter contained herein and the registration rights\ngranted by the Company with respect to the Registrable Securities. Except as\nprovided in the Placement Agreement, there are no restrictions, promises,\nwarranties or undertakings, other than those set forth or referred to herein,\nwith respect to the registration rights granted by the Company with respect to\nthe Registrable Securities. This Agreement supersedes all prior agreements and\nundertakings among the parties with respect to such registration rights. No\nparty hereto shall have any rights, duties or obligations other than those\nspecifically set forth in this Agreement. In no event will such method[s] of\ndistribution take the form of an underwritten offering of the Registrable\nSecurities without the prior agreement of the Company.\n\n         (k) TERMINATION. This Agreement and the obligations of the parties\nhereunder shall terminate upon the end of the Effectiveness Period, except for\nany liabilities or obligations under Section 4, 5 or 6 hereof and the\nobligations to make payments of and provide for liquidated damages under Section\n2(e) hereof to the extent such damages accrue prior to the end of the\nEffectiveness Period, each of which shall remain in effect in accordance with\nits terms.\n\n\n\n\n                                       22\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first written above.\n\n\n                                           AMAZON.COM, INC.\n\n\n\n                                           By\/s\/ Randy Tinsley\n                                             ----------------------------------\n                                             Name:Randy Tinsley\n                                             Title:Treasurer\n\n\n\n\nConfirmed and accepted as of\nthe date first above written:\n\n\n\n                                           MORGAN STANLEY &amp; CO. INCORPORATED\n                                           CREDIT SUISSE FIRST BOSTON\n                                           DONALDSON, LUFKIN &amp; JENRETTE\n                                            SECURITIES CORPORATION\n\n\n                                           By: MORGAN STANLEY &amp; CO.\n                                               INCORPORATED\n\n\n\n                                           By\/s\/ William R. Salisbury\n                                             ----------------------------------\n                                             Name:William R. Salisbury\n                                             Title:Principal\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7234,8258],"corporate_contracts_industries":[9416,9418],"corporate_contracts_types":[9632,9629],"class_list":["post-43860","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_companies-morgan-stanley-dean-witter---co","corporate_contracts_industries-financial__credit","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43860","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43860"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43860"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43860"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43860"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}