exv4w2






Exhibit
4.2




EXECUTION VERSION




MERGE HEALTHCARE INCORPORATED




$200,000,000

11.75% Senior Secured Notes due 2015



REGISTRATION RIGHTS AGREEMENT



April 28, 2010



Morgan Stanley & Co. Incorporated




c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036



Ladies and Gentlemen:




          This Registration Rights Agreement (this “Agreement”) is dated as of April 28, 2010,
among Merge Healthcare Incorporated, a corporation organized under the laws of Delaware (the
“Company”), the Guarantors (as defined below) and Morgan Stanley & Co. Incorporated, as the
initial purchaser named in the Purchase Agreement (the “Initial Purchaser”). This
Agreement is entered into in connection with the Purchase Agreement, dated as of April 19, 2010
among the Company, each of the parties named as “Guarantors” on Schedule I thereto (the
“Guarantors” and, together with the Company, the “Issuers”) and the Initial
Purchaser (the “Purchase Agreement”), which provides for, among other things, the issuance
and sale by the Company to the Initial Purchaser of $200,000,000 aggregate principal amount of
11.75% Senior Secured Notes due 2015 (the “Notes”), guaranteed by the Guarantors (the
“Guarantees”) (the “Initial Placement”). The Notes, together with the Guarantees,
are referred to herein as the “Securities.” To induce the Initial Purchaser to enter into
the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company and
each of the Guarantors agree with you for your benefit and the benefit of the holders from time to
time of the Securities (including the Initial Purchaser) (each a “Holder” and,
collectively, the “Holders”), as follows:




          1. Definitions. Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:




          “Additional Interest” shall have the meaning ascribed to it in Section 8 hereof.




          “Affiliate” shall have the meaning specified in Rule 405 under the Securities Act and
the terms “controlling” and “controlled” shall have meanings correlative thereto.







 









 








          “broker-dealer” shall mean any broker or dealer registered as such under the Exchange
Act.




          “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday
or a day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City.




          “Closing Date” shall mean the date of the first issuance of the Securities.




          “Commission” shall mean the Securities and Exchange Commission.




          “Company” shall have the meaning ascribed to it in the preamble hereto.




          “Deferral Period” shall have the meaning indicated in Section 4(k)(ii) hereof.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Exchange Offer Registration Period” shall mean the period of 180 days following the
consummation of the Registered Exchange Offer, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.




          “Exchange Offer Registration Statement” shall mean a registration statement of the
Issuers on Form S-4 (or, if applicable, another appropriate form under the Securities Act) with
respect to the Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein, if any.




          “Exchanging Dealer” shall mean any Holder (which may include the Initial Purchaser)
that is a broker-dealer and elects to exchange for New Securities any Securities that it acquired
for its own account as a result of market-making activities or other trading activities (but not
directly from the Company or any Affiliate of the Company) for New Securities.




          “Final Memorandum” shall mean the offering memorandum, dated April 19, 2010, relating
to the Securities.




          “FINRA Rules” shall mean the Conduct Rules and the By-laws of the Financial Industry
Regulatory Authority, Inc.




          “Guarantees” shall have the meaning set forth in the preamble hereto.




          “Guarantors” shall have the meaning set forth in the preamble hereto.




          “Holder” shall have the meaning set forth in the preamble hereto.






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          “Indenture” shall mean the Indenture relating to the Securities, dated as of April 28,
2010, among the Issuers and The Bank of New York Mellon Trust Company, N.A., as trustee and
collateral agent, as the same may be amended from time to time in accordance with the terms
thereof.




          “Initial Placement” shall have the meaning set forth in the preamble hereto.




          “Initial Purchaser” shall have the meaning set forth in the preamble hereto.




          “Issuers” shall have the meaning set forth in the preamble hereto.




          “Losses” shall have the meaning set forth in Section 6(d) hereof.




          “Majority Holders” shall mean, on any date, Holders of a majority of the aggregate
principal amount of Notes registered under a Registration Statement.




          “Managing Underwriters” shall mean the investment banker or investment bankers and
manager or managers that administer an underwritten offering, if any, under a Registration
Statement.




          “New Securities” shall mean debt securities of the Company and Guarantees by the
Guarantors, in each case, identical in all material respects to the Securities (except that the
transfer restrictions shall be modified or eliminated, as appropriate), to be issued under the
Indenture in connection with sales or exchanges effected pursuant to this Agreement.




          “Notes” shall have the meaning set forth in the preamble hereto.




          “Prospectus” shall mean the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon Rule 430A under
the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto, including any and all exhibits
thereto and any information incorporated by reference therein.




          “Purchase Agreement” shall have the meaning set forth in the preamble hereto.




          “Registered Exchange Offer” shall mean the proposed offer of the Issuers to issue and
deliver to the Holders of the Securities that are not prohibited by any law or policy of the
Commission from participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the New Securities.




          “Registrable Securities” shall mean (i) Securities other than those that have been
registered under a Registration Statement and (ii) any New Securities resale of which by the Holder
thereof requires compliance with the prospectus delivery requirements of the Securities Act.






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          “Registration Default” shall have the meaning set forth in Section 8 hereof.




          “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities pursuant to the
provisions of this Agreement, any amendments and supplements to such registration statement,
including post-effective amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein, if any.




          “Securities” shall have the meaning set forth in the preamble hereto.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.




          “Shelf Registration Period” shall have the meaning set forth in Section 3(b) hereof.




          “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Issuers pursuant to the provisions of Section 3 hereof which covers some or all of the Securities
or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act,
or any similar rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.




          “Trustee” shall mean the trustee with respect to the Securities under the Indenture.




          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Underwriter” shall mean any underwriter of Securities in connection with an offering
thereof under a Shelf Registration Statement.




          2. Registered Exchange Offer.




          a. The Issuers shall prepare and, not later than 90 days following the Closing Date, shall
file with the Commission the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Issuers shall use their commercially reasonable efforts to cause the Exchange
Offer Registration Statement to become effective under the Securities Act within 180 days of the
Closing Date.




          b. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as
soon as practicable commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder eligible and electing to exchange Securities for
New Securities (provided that such Holder is not an Affiliate of any







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Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements or
understandings with any person to participate in, the distribution of the New Securities
and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without
any limitations or restrictions under the Securities Act and without material restrictions under
the securities laws of a substantial proportion of the several states of the United States.




          c. In connection with the Registered Exchange Offer, the Issuers shall:




          (i) cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange
Offer Registration Statement, together with an appropriate letter of transmittal and related
documents;




          (ii) keep the Registered Exchange Offer open for not less than 20 Business Days (or longer if
required by applicable law) after the date notice thereof is mailed to the Holders;




          (iii) use commercially reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective under the Securities Act, supplemented and amended as required, under the
Securities Act to ensure that it is available for sales of New Securities by Exchanging Dealers
during the Exchange Offer Registration Period;




          (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in
the continental United States of America, which may be the Trustee or an Affiliate of the Trustee;




          (v) permit Holders to withdraw tendered Securities at any time prior to the close of business,
New York time, on the last Business Day on which the Registered Exchange Offer is open, by sending
to the institution specified in the notice, a telex, facsimile transmission or letter received by
such time setting forth the name of such Holder, the principal amount of Securities delivered for
exchange, and a statement that such Holder is withdrawing such Holder’s election to have such
Securities exchanged; and




          (vi) prior to effectiveness of the Exchange Offer Registration Statement, if reasonably
requested by the Initial Purchaser or required by the Commission, provide a supplemental letter to
the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in
reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B)
including a representation that the Issuers have not entered into any arrangement or understanding
with any person to distribute the New Securities to be received in the Registered Exchange Offer
and that, to the best of the Issuers’ information and belief, each Holder participating in the
Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and
has no arrangement or understanding with any person to participate in the distribution of the New
Securities; and




          (vii) comply in all material respects with all applicable laws.





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          d. As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:




          (i) accept for exchange all Securities duly tendered and not validly withdrawn pursuant to the
Registered Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement
and the letter of transmittal;




          (ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so
accepted for exchange; and




          (iii) cause the Trustee promptly to authenticate and deliver to each participating Holder of
Securities a principal amount of New Securities equal to the principal amount of the Securities of
such Holder so accepted for exchange.




          e. Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using
the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not
under Commission policy as in effect on the date of this Agreement rely on the position of the
Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any
secondary resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508, as applicable, of
Regulation S-K under the Securities Act if the resales are of New Securities obtained by such
Holder in exchange for Securities acquired by such Holder directly from the Issuers or their
Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuers that, at the time of the consummation of the Registered
Exchange Offer:




          (i) any New Securities to be received by such Holder will be acquired in the ordinary course
of business;




          (ii) such Holder is not engaged in, does not intend to engage in, and will have no arrangement
or understanding with any person to participate in the distribution of the Securities or the New
Securities within the meaning of the Securities Act; and




          (iii) such Holder is not an Affiliate of any of the Issuers.




          f. If the Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an
unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to
such Initial Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange
for such Securities, a like principal amount of New Securities. The Issuers shall use their
commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number
for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.





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          3. Shelf Registration.




          a. If (i) due to any change in law or applicable interpretations thereof by the Commission’s
staff, the Issuers determine that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered
Exchange Offer is not consummated within 210 days of the date hereof; (iii) the Initial Purchaser
so requests with respect to Securities that are not eligible to be exchanged for New Securities in
the Registered Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than the Initial Purchaser) is not eligible to participate
in the Registered Exchange Offer and notifies the Issuers of that fact prior to the completion of
the Exchange Offer (along with an opinion of counsel opinion, in a form reasonably acceptable to
the Issuers, which opines to the lack of eligibility); or (v) in the case of the Initial Purchaser
that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section
2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange
for Securities constituting any portion of an unsold allotment (it being understood that (x) the
requirement that an Initial Purchaser deliver a Prospectus containing the information required by
Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New Securities being not
“freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for
Securities acquired as a result of market-making activities or other trading activities shall not
result in such New Securities being not “freely tradeable”), the Issuers shall use their
commercially reasonable efforts to effect a Shelf Registration Statement in accordance with
subsection (b) below.




          b. (i) The Issuers shall as promptly as practicable (but in no event more than 60 days after
so required or requested pursuant to this Section 3), file with the Commission and shall use their
commercially reasonable efforts to cause to be declared effective under the Securities Act within
120 days after so required or requested, a Shelf Registration Statement relating to the offer and
sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to
time in accordance with the methods of distribution elected by such Holders and set forth in such
Shelf Registration Statement; provided, however, that no Holder (other than the
Initial Purchaser) shall be entitled to have the Securities or New Securities, as applicable, held
by it covered by such Shelf Registration Statement unless such Holder provides prompt notice to the
Issuers as required by Section 3(a) above and agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder; and provided further, that
with respect to New Securities received by the Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Issuers may, if permitted by current
interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of their obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.




          (ii) The Issuers shall use their commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by





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the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the
“Shelf Registration Period”) from the date the Shelf Registration Statement is declared
effective by the Commission until the earlier of (A) the second anniversary of the original
issuance; or (B) the date upon which all of the Securities or New Securities, as applicable,
covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Issuers shall be deemed not to have used their commercially reasonable efforts
to keep the Shelf Registration Statement effective during the Shelf Registration Period if they
voluntarily take any action that would result in Holders of Securities covered thereby not being
able to offer and sell such Securities at any time during the Shelf Registration Period, unless
such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith
and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder),
including the acquisition or divestiture of assets or a financing, and (y) permitted pursuant to
Section 4(k)(ii) hereof.




          (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and
any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement
or such amendment or supplement, (A) to comply in all material respects with the applicable
requirements of the Securities Act; and (B) not to contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the Prospectus, in the light of the circumstances under which
they were made) not misleading; provided that the Issuers shall not be responsible for, and have no
liability with respect to, Holder Information.




          4. Additional Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following
provisions shall apply.




          a. The Issuers shall:




          (i) furnish to the Initial Purchaser not less than three Business Days prior to the filing
thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf
Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein (including all documents incorporated by reference therein after the
initial filing, if any) and shall use their commercially reasonable efforts to reflect in each such
document, when so filed with the Commission, such comments as the Initial Purchaser and its counsel
reasonably propose;




          (ii) include the information set forth in Annex A hereto on the facing page of the Exchange
Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration
Statement in a section setting forth details of the Registered Exchange Offer, in Annex C hereto in
the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to
the Registered Exchange Offer;




          (iii) if requested by the Initial Purchaser, include the information required by Item 507 or
508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer
Registration Statement; and






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          (iv) in the case of a Shelf Registration Statement, include the names of the Holders that
propose to sell Securities pursuant to the Shelf Registration Statement as selling security
holders.




          b. The Issuers shall ensure that:




          (i) any Registration Statement and any amendment thereto and any Prospectus forming part
thereof and any amendment or supplement thereto complies in all material respects with the
Securities Act; and




          (ii) any Registration Statement and any amendment thereto does not, when it becomes effective,
contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; provided that the
Issuers are not responsible for, and shall have not liability with respect to, any information
included in the Registration Statement (or any amendment thereto that is based on Holder
Information.




          c. The Issuers shall advise the Initial Purchaser, the Holders of Securities covered by any
Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration
Statement that has provided in writing to the Issuers a telephone or facsimile number and address
for notices, and, if requested by the Initial Purchaser or any such Holder or Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii) through (v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall
have remedied the basis for such suspension):




          (i) when a Registration Statement and any amendment thereto has been filed with the Commission
and when the Registration Statement or any post-effective amendment thereto has become effective;




          (ii) of any request by the Commission for any amendment or supplement to the Registration
Statement or the Prospectus or for additional information;




          (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding for that purpose;




          (iv) of the receipt by the Issuers of any notification with respect to the suspension of the
qualification of the securities included therein for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose; and




          (v) of the happening of any event that requires any change in the Registration Statement or
the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material
fact and (B) do not omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading.





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          Each such Holder agrees by its acquisition of such Securities to be sold by such Holder, that
upon being so advised by the Company of any event described in clause (iii), (iv) or (v) of this
Section 4(c), such Holder will forthwith discontinue disposition of such Securities under such
Registration Statement or Prospectus, until such Holder’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 4(c) hereof, or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed.




          Any obligation of the Issuers to advise any party hereunder shall be deemed satisfied if any
of the Issuers file a Current Report on Form 8-K or issue a press release containing such
information.




          d. The Issuers shall use their commercially reasonable efforts to prevent the issuance of any
order suspending the effectiveness of any Registration Statement or the qualification of the
securities therein for sale in any jurisdiction and, if issued, to obtain as soon as possible the
withdrawal thereof.




          e. The Issuers shall furnish upon written request to each Holder of Securities covered by any
Shelf Registration Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material incorporated therein by
reference (including exhibits incorporated by reference therein, if any).




          f. The Issuers shall, during the Shelf Registration Period, deliver to each Holder of
Securities covered by any Shelf Registration Statement, without charge, as many copies of the
Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and
any amendment or supplement thereto as such Holder may reasonably request in writing. The Issuers
consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Securities in connection with the offering and sale of the Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.




          g. The Issuers shall furnish to each Exchanging Dealer which so requests in writing, without
charge, at least one (1) copy of the Exchange Offer Registration Statement and any post-effective
amendment thereto, including all material incorporated by reference therein, and all exhibits
thereto (including exhibits incorporated by reference therein, if any).




          h. The Issuers shall promptly deliver to the Initial Purchaser, each Exchanging Dealer and
each other person required to deliver a Prospectus during the Exchange Offer Registration Period,
without charge, as many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such person may reasonably request in
writing. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto,
as contemplated by such documents, by the Initial Purchaser, any Exchanging Dealer and any such
other person that may be required to deliver a Prospectus following the Registered Exchange Offer
in connection with the offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration Statement.





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          i. Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any
Registration Statement, the Issuers shall arrange, if necessary, for the qualification of the
Securities or the New Securities for sale under the laws of such jurisdictions in the United States
as any Holder shall reasonably request in writing at least ten (10) days prior to the time of the
applicable Registration Statement is declared effective and shall maintain such qualification in
effect so long as required; provided that in no event shall the Issuers be obligated to
qualify to do business in any jurisdiction where they are not then so qualified or to take any action that would subject them to service of process in suits, other than those arising out of
the Initial Placement, or to taxation in any jurisdiction where they are not then so subject.




          j. The Issuers shall reasonably cooperate with the Holders of Securities to facilitate the
timely preparation and delivery of certificates representing New Securities or Securities to be
issued or sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request in writing at least five Business
Days prior to sales of Securities pursuant to such Registration Statement.




          k. (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above,
the Issuers shall as soon as practicable (or within the time period provided for by clause (ii)
hereof, if applicable) use their commercially reasonable efforts to prepare a post-effective
amendment to the Registration Statement or an amendment or supplement to the related Prospectus or
file any other required document so that, as thereafter delivered to the Initial Purchaser of the
Securities included therein, the Prospectus will not include 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.
In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement
provided for in Section 2 hereof shall be extended by the number of days from and including the
date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the
date when the Initial Purchaser, the known Holders of the Securities and any known Exchanging
Dealer (who have required in writing a copy of the Registration Statement) shall have received such
amended or supplemented Prospectus pursuant to this Section.




          (ii) Upon the occurrence or existence of any pending corporate development or any other
material event that, in the reasonable judgment of the Issuers, makes it appropriate to suspend the
availability of a Shelf Registration Statement and the related Prospectus, the Issuers shall give
notice (without notice of the nature or details of such events) to the Holders that the
availability of the Shelf Registration is suspended and, upon actual receipt of any such notice,
each Holder agrees not to sell any Registrable Securities or New Securities, as applicable,
pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or
amended Prospectus provided for in Section 4(c) hereof, or until it is advised in writing by the
Issuers that the Prospectus may be used, and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in such Prospectus. The period
during which the availability of the Shelf Registration and any Prospectus is suspended (the
“Deferral Period”) shall not exceed 45 days in any three-month period or 120 days in any
twelve-month period.





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          l. The Issuers shall use their commercially reasonable efforts to provide, not later than the
effective date of any Registration Statement, a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and provide the
Trustee with printed certificates for such Securities or New Securities, in a form eligible for
deposit with The Depository Trust Company.




          m. The Issuers shall comply in all material respects with all applicable rules and regulations
of the Commission and shall make generally available to their security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable
after the effective date of the applicable Registration Statement.




          n. The Issuers shall cause the Indenture to be qualified under the Trust Indenture Act in a
timely manner.




          o. The Issuers may require each Holder of securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Issuers in writing such information regarding the Holder
and the distribution of such Securities as the Issuers may from time to time reasonably require for
inclusion in such Registration Statement (“Holder Information”). The Issuers may exclude from such
Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request. Each Holder further agrees that
neither such Holder nor any underwriter participating in any disposition pursuant to any Shelf
Registration Statement on such Holder’s behalf, will make any offer relating to the Securities to
be sold pursuant to such Shelf Registration Statement that would constitute an issuer free writing
prospectus (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a
“free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by
the Issuers with the Commission or retained by the Issuers under Rule 433 of the Securities Act,
unless it has obtained the prior written consent of the Issuers (and except as otherwise provided
in any underwriting agreement entered into by the Issuers and any such underwriter).




          p. In the case of any Shelf Registration Statement, the Issuers shall use commercially
reasonable efforts to enter into customary agreements (including, if reasonably requested, an
underwriting agreement in customary form) and take all other customary and appropriate actions in
order to expedite or facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures substantially equivalent to those set forth in Section 6
hereof.




          q. In the case of any Shelf Registration Statement, the Issuers shall:




          (i) make reasonably available for inspection by one representative of the Holders of
Securities to be registered thereunder, any underwriter participating in any disposition pursuant
to such Registration Statement, and one attorney or accountant retained by the Holders or any such
underwriter (each an “Inspector”) all relevant financial and other records and pertinent corporate
documents of the Issuers and their subsidiaries;





-12-









 








          (ii) cause the Issuers’ officers, directors, employees, accountants and auditors to supply all
relevant information reasonably requested by the Holders or any such underwriter, attorney or
accountant through an Inspector in connection with any such Registration Statement as is customary
for similar due diligence examinations; provided, however, that such Inspector
shall first agree in writing with the Issuers that any information that is nonpublic at the time of
delivery of such information shall be kept confidential by such Inspector, unless such disclosure
is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation
of confidentiality;




          (iii) make, at customary times, such representations and warranties to the underwriters, if
any, in form, substance and scope as are customarily made by issuers to underwriters in similar
underwritten offerings and covering matters as may be reasonably requested by them;




          (iv) obtain, at customary times, opinions of counsel to the Issuers and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriter, if any) addressed to each Managing Underwriter, if any, covering such matters
as are customarily covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such underwriters;




          (v) obtain, at customary times, “comfort” letters and updates thereof from the independent
certified public accountants of the Issuers (and, if necessary, any other independent certified
public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for
which financial statements and financial data are, or are required to be, included in the
Registration Statement), addressed to the underwriters, if any, and use commercially reasonable
efforts to have such letter addressed to each selling Holder of Securities registered thereunder in
customary form and covering matters of the type customarily covered in “comfort” letters in
connection with similar underwritten offerings; and




          (vi) deliver, at customary times, such documents and certificates as may be reasonably
requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence
compliance with Section 4(k) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Issuers.




          r. In the case of any Exchange Offer Registration Statement, the Issuers shall, if reasonably
requested by the Initial Purchaser or a broker-dealer that holds Securities that were acquired as a
result of market making or other trading activities:




          (i) make reasonably available for inspection by the Inspector all relevant financial and other
records, pertinent corporate documents and properties of the Issuers and their subsidiaries;




          (ii) cause each of the Issuers’ officers, directors, employees, accountants and auditors to
supply all relevant information reasonably requested by the requesting party or any such Inspector
in connection with any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that such Inspector shall first agree in writing






-13-









 







with the Issuers that any information that is nonpublic at the time of delivery of such information
shall be kept confidential by such Inspector, unless such disclosure is made in connection with a
court proceeding or required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;




          (iii) make, at customary times, such representations and warranties to the requesting party,
in form, substance and scope as are customarily made by issuers to underwriters in similar
underwritten offerings and covering matters as be may reasonably requested by them;




          (iv) obtain, at customary times, opinions of counsel to the Issuers and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
requesting party), addressed to the requesting party, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such other matters as may be reasonably
requested by the requesting party or its counsel;




          (v) deliver, at customary times, such documents and certificates as may be reasonably
requested by the requesting party or its counsel, including those to evidence compliance with
Section 4(k) and with conditions customarily contained in underwriting agreements.




          s. If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by
Holders to the Issuers (or to such other person as directed by the Issuers) in exchange for the New
Securities, the Issuers shall mark, or cause to be marked, on the Securities so exchanged that such
Securities are being cancelled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.




          t. The Issuers shall use their commercially reasonable efforts if the Securities have been
rated prior to the initial sale of such Securities, to confirm such ratings will apply to the
Securities or the New Securities, as the case may be, covered by a Registration Statement.




          u. In the event that any broker-dealer shall underwrite any Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the distribution” (within the
meaning of the FINRA Rules) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuers shall
reasonably assist such broker-dealer in complying with FINRA Rules.




          v. The Issuers shall use their commercially reasonable efforts to take all other steps
necessary to effect the registration of the Securities or the New Securities, as the case may be,
covered by a Registration Statement.




          5. Registration Expenses. The Issuers shall bear all expenses incurred in connection
with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any
Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel to act as counsel for the Holders in connection therewith, and, in the case
of any Exchange Offer Registration Statement, will reimburse the Initial Purchaser for the
reasonable fees and disbursements of one such firm or counsel acting in connection therewith. For
the avoidance of doubt, each Holder shall pay all underwriting discounts and





-14-









 







commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities or any New
Securities.




          6. Indemnification and Contribution.




          a. The Issuers, jointly and severally, agree to indemnify and hold harmless each Holder of
Securities or New Securities, as the case may be, covered by any Registration Statement, the
Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as
contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers, employees,
Affiliates and agents of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, the Initial Purchaser or Exchanging Dealer
within the meaning of either the Securities Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them may become subject
under the Securities Act, the Exchange Act or other federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in a Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, 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
(in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agree to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Issuers will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Issuers by or on behalf of the party claiming
indemnification specifically for inclusion therein. This indemnity agreement shall be in addition
to any liability the Issuers may otherwise have.




          b. Each Holder of securities covered by a Registration Statement (including the Initial
Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and
hold harmless the Issuers, each of their respective directors and officers and each person who
controls the Issuers within the meaning of either the Securities Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Issuers to each such Holder, but only with
reference to written information relating to such Holder furnished to the Issuers by or on behalf
of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement shall be in addition to any liability any such Holder may otherwise have.




          c. Promptly after receipt by an indemnified party under this Section 6 or notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify the indemnifying party in writing of
the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to the extent it did not





-15-









 







otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including
local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent
the indemnified party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses of any separate
counsel, other than local counsel if not appointed by the indemnifying party, retained by the
indemnified party or parties except as set forth below); provided, however, that
such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party’s election to appoint counsel (including local counsel) to represent the indemnified party in
an action, the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party; (iii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize in writing the indemnified party to employ separate counsel at
the expense of the indemnifying party. An indemnifying party will not, without the prior written
consent of the indemnified parties (such consent not to be unreasonably withheld or delayed),
settle or compromise or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or
proceeding and does not include any statement as to or any finding of fault, culpability or a
failure to act by or on behalf of any indemnified party.




          d. In the event that the indemnity provided in paragraph (a) or (b) of this Section is
unavailable to or insufficient to hold harmless an indemnified party for any reason, then the
Issuers, on the one hand, and the Holders, on the other hand, severally agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim, liability, damage or
action) (collectively “Losses”) to which such indemnified party may be subject (i) in such
proportion as is appropriate to reflect the relative benefits received by such indemnifying party,
on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses or (ii) if the allocation provided by clause
6(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 6(d)(i) above but also the relative fault of
the Issuers on the one hand and of the Initial Purchaser on the other hand in connection with the
statements or omissions that resulted in such Losses, as well as any other relevant equitable
considerations; provided, however, that in no case shall the Initial Purchaser be
responsible, in the




-16-









 







aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Final Memorandum, nor shall any
underwriter be responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand,
in connection with the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to
the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the
Final Memoran dum. Benefits received by the Initial Purchaser shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and
benefits received by any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Securities Act. Benefits
received by any underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were treated as one entity
for such purpose) or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), 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 Section, each person who controls a Holder within the
meaning of either the Securities Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder, and each person who
controls any of the Issuers within the meaning of either the Securities Act or the Exchange Act,
each officer of the Issuers and each director of the Issuers shall have the same rights to
contribution as the Issuers, subject in each case to the applicable terms and conditions of this
paragraph (d).




          e. The provisions of this Section will remain in full force and effect, regardless of any
investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons
referred to in this Section 6, and will survive the sale by a Holder of securities covered by a
Registration Statement.




          7. Underwritten Registrations.




          a. If any of the Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing





-17-












 




Underwriters shall be selected by the Majority Holders and will be reasonably acceptable to the Company.




          b. No person may participate in any underwritten offering pursuant to any Shelf Registration
Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the
case may be, on the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.




          8. Registration Defaults. If any of the following events shall occur, then the
Issuers shall pay liquidated damages (the “Registration Default Damages”) to the Holders of
Securities in respect of the Securities as follows:




          a. if any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the date specified for such filing in this Agreement, then Registration Default
Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 60
days from and including such specified date and .50% per annum thereafter;




          b. if any Registration Statement required by this Agreement is not declared effective by the
Commission on or prior to the date by which commercially reasonable efforts are to be used to cause
such effectiveness under this Agreement, then commencing on the day after such specified date,
Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum
for the first 60 days from and including such specified date and .50% per annum thereafter; or




          c. if any Registration Statement required by this Agreement has been declared effective but
ceases to be effective at any time at which it is required to be effective under this Agreement,
then commencing on the day the Registration Statement ceases to be effective, Registration Default
Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 60
days from and including such date on which the Registration Statement ceases to be effective and
..50% per annum thereafter; provided that this clause (c) will not apply during any suspension of
the Registration Statement pursuant to Section 3(b)(ii)(x) or (y),




          provided, however, that (1) upon the filing of the Registration Statement (in the
case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case
of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had
ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall
cease to accrue and the interest rate shall revert to the original rate.




          9. No Inconsistent Agreements. The Issuers have not entered into, and agree not to
enter into, any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or that otherwise conflicts with the provisions hereof.




          10. Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given unless the Company has





-18-









 







agreed and has obtained the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 8 hereof shall be
effective as against any Holder unless consented to in writing by such Holder; and
provided, further, that the provisions of this Section 10 may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions of this Section
10 may not be given, unless the Issuers have obtained the written consent of the Initial Purchaser.




          11. Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier
guaranteeing overnight delivery:




          a. if to a Holder, at the most current address given by such Holder to the Issuers in
accordance with the provisions of this Section 11, which address initially is, with respect to each
Holder, the address of such Holder maintained by the Registrar under the Indenture;




          b. if to the Initial Purchaser, initially at the address set forth in the Purchase Agreement;
and




          c. if to the Issuers, initially at its address set forth in the Purchase Agreement.




          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.




          The Initial Purchaser or the Issuers by notice to the other parties may designate additional
or different addresses for subsequent notices or communications.




          12. Successors. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns, including, without the need for an express
assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the New
Securities, and the indemnified persons referred to in Section 6 hereof; provided 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. The Issuers
hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New
Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.




          13. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.




          14. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.





-19-









 








          15. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed in the
State of New York. The parties hereto each hereby waive any right to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement.




          16. Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired or
affected thereby, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.




          17. Securities Held by the Issuers, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or New Securities is required
hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates
(other than subsequent Holders of Securities or New Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities)
shall not be counted in determining whether such consent or approval was given by the Holders of
such required percentage.






-20-









 








          If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company, the Guarantors and the Initial Purchaser.




	 	 	 	 	 
	 	Very truly yours,




MERGE HEALTHCARE INCORPORATED

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	Very truly yours,



MERGE ASSET MANAGEMENT CORP.

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	Very truly yours,




MERGE CAD INC.

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	Very truly yours,



MERGE EMED, INC.

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 



Signature Page to Registration Rights Agreement






 









 








	 	 	 	 	 
	 	Very truly yours,




MERGE ECLINCIAL INC.

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	Very truly yours,




CEDARA SOFTWARE (USA) LIMITED

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	Very truly yours,



AMICAS, INC.

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Very truly yours,



REQUISITE SOFTWARE INC.

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 



Signature Page to Registration Rights Agreement






 









 








	 	 	 	 	 
	 	Very truly yours,




CONFIRMA EUROPE LLC

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	Very truly yours,



EMAGEON INC.

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Very truly yours,




AMICAS PACS, CORP.

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Very truly yours,




CAMTRONICS MEDICAL SYSTEMS, LTD.

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Registration Rights Agreement





 









 








	 	 	 	 	 
	 	Very truly yours,




ULTRAVISUAL MEDICAL SYSTEMS CORPORATION

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Registration Rights Agreement





 









 








The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.




Morgan Stanley & Co. Incorporated




	 	 	 	 	 
	By:  	                       /s/ Andrew W. Earls
 	 	 
	 	Name:  	Andrew Earls 	 	 
	 	Title:  	Managing Director 	 	 
	 



Signature Page to Registration Rights Agreement






 









 








ANNEX A



          
 Each broker-dealer that receives New 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 New
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 New Securities received in
exchange for Securities where such Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Issuers have agreed that, starting on
the expiration date and ending on the close of business 180 days after the expiration date, they
will make this Prospectus available to any broker-dealer for use in connection with any such
resale. See “Plan of Distribution”. 










A-1









 








ANNEX B




          Each broker-dealer that receives New Securities for its own account in exchange for
Securities, where such Securities 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 New Securities. See “Plan of Distribution”.










B-1









 








ANNEX C




PLAN OF DISTRIBUTION



          Each broker-dealer that receives New Securities for its own account pursuant to the Registered
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such New 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 New Securities received in exchange for
Securities where such Securities were acquired as a result of market-making activities or other
trading activities. The Issuers have agreed that, starting on the expiration date and ending on
the close of business 180 days after the expiration date, they will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection with any such resale.
In addition, until                     ,                     , all dealers effecting transactions in the New Securities
may be required to deliver a Prospectus.




          The Issuers will not receive any proceeds from any sale of New Securities by broker-dealers.
New Securities received by broker-dealers for their own account pursuant to the Registered 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 New 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 and/or the purchasers of any such New
Securities. Any broker-dealer that resales New Securities that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a
distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the
Securities Act and any profit of any such resale of New Securities and any commissions 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 180 days after the expiration date, the company 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 Issuers have agreed to pay all
expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.










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ANNEX D





	1.	 	PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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:
	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 







	2.	 	If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New
Securities in the ordinary course of its business, it is not engaged in, and does not intend to
engage in, a distribution of New Securities and it has no arrangements or under standings with any
person to participate in a distribution of the New Securities. If the undersigned is a
broker-dealer that will receive New Securities for its own account in ex change for Securities, it
represents that the Securities to be exchange for New Securities were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it will deliver a
Prospectus in connection with any resale of such New Securities; however, by so acknowledging and
by delivering a Prospectus, the under signed will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.






D-1