exv4w2






Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT dated November 16, 2010 (the “Agreement”) is entered into
by and among MedAssets, Inc., a Delaware corporation (the “Company”), the guarantors listed in
Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“JPMorgan”), Barclays Capital
Inc. (“Barclays”), Raymond James & Associated, Inc. (“Raymond James”) and Fifth Third Securities,
Inc. (“Fifth Third”, and together with JPMorgan, Barclays and Raymond James, the “Initial
Purchasers”), for whom JPMorgan is acting as Representative (the “Representative”).




          The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated November 9, 2010 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $325,000,000 aggregate principal amount of the Company’s 8% Senior Notes
due 2018 guaranteed by the Guarantors under the Indenture (the “Securities”). As an inducement to
the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have
agreed to provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.




          In consideration of the foregoing, the parties hereto agree as follows:




          1.      Definitions. As used in this Agreement, the following terms shall have the
following meanings:




          “Additional Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.




          “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law, regulation or executive order
to remain closed.




          “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.




          “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.




          “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.




          “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.




          “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein.




          “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to






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comply with this Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.




          “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.




          “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.




          “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.




          “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.




          “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.




          “Indenture” shall mean the Indenture relating to the Securities dated as of November [ ],
2010, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, as
the same may be amended or supplemented from time to time in accordance with the terms thereof.




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




          “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.




          “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.




          “JPMorgan” shall have the meaning set forth in the preamble.




          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.




          “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.




          “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.




          “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations
of the Securities Act, deemed a part of, a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered






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by a Shelf Registration Statement, and by all other amendments and supplements to such
prospectus, and in each case including any document incorporated by reference therein.




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




          “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities on the earliest to occur of the following: (i) when a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities cease to be outstanding and (iii) if, when the Exchange Offer is
consummated, on or after the Exchange Date with respect to Holders that are eligible to participate
in the Exchange Offer but fail to tender such Securities in the Exchange Offer.




          “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation:
(i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of one counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing
Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales
agreements or other similar agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws, (vi) the
reasonable fees and disbursements of the Trustee (including reasonable related fees and expenses of
one counsel), (vii) the fees and disbursements of counsel for the Company and the Guarantors and,
in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which counsel may also be
counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any special audits or
“comfort” letters required by or incident to the performance of and compliance with this Agreement,
but excluding fees and expenses of counsel to the Underwriters or the Holders (other than fees and
expenses set forth in clause (ii) above) and underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.




          “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.




          “SEC” shall mean the United States Securities and Exchange Commission.




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




          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.




          “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.




          “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.







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          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities (but no other securities
unless approved by a majority of the Holders whose Registrable Securities are to be covered by such
Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.




          “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.




          “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by
the Guarantors under the Indenture.




          “Staff” shall mean the staff of the SEC.




          “Target Registration Date” shall mean November 15, 2011.




          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.




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




          “Underwriter” shall have the meaning set forth in Section 3(e) hereof.




          “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.




          2.        Registration Under the Securities Act.




          (a)      To the extent not prohibited by any applicable law or applicable interpretations of the
Staff, the Company and the Guarantors shall use their commercially reasonable efforts to (i) cause
to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange
all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement
remain effective for use by one or more Participating Broker-Dealers until the earlier of (1) 180
days after the last Exchange Date and (2) such time as no Participating Broker-Dealer holds any
Registrable Securities. The Company and the Guarantors shall commence the Exchange Offer promptly
after the Exchange Offer Registration Statement is declared effective by the SEC and use their
commercially reasonable efforts to complete the Exchange Offer not later than the Target
Registration Date.




          The Company and the Guarantors shall commence the Exchange Offer by delivering the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:





          (i)       that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange;




          (ii)      the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is delivered) (the “Exchange Dates”);



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          (iii)      that any Registrable Security not tendered will remain outstanding and continue
to accrue interest but will not retain any rights under this Agreement, except as otherwise
expressly specified herein;




          (iv)      that any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to (A) surrender such Registrable Security, together with
the appropriate letters of transmittal, to the institution and at the address and in the
manner specified in the notice, or (B) effect such exchange otherwise in compliance with the
applicable procedures of the depositary for such Registrable Security, in each case prior to
the close of business on the last Exchange Date; and




          (v)       that any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by (A) delivering to the institution and at the
address specified in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities delivered for
exchange and a statement that such Holder is withdrawing its election to have such
Securities exchanged or (B) effecting such withdrawal in compliance with the applicable
procedures of the depositary for the Registrable Securities.



          As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such
Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus
to purchasers) in connection with any resale of such Exchange Securities.




          As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:





          (i)       accept for exchange Registrable Securities or portions thereof validly tendered and
not withdrawn and




          (ii)      deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal
in principal amount to the principal amount of the Registrable Securities of such Holder so
accepted for exchange by the Company.



          The Company and the Guarantors shall use their commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.




          (b)      In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be
completed as soon as practicable after the last Exchange Date because it would violate any
applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any
other reason completed by






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the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”)
prior to the 30th day following the last Exchange Date from any Initial Purchaser representing that
it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer,
the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed
as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities by the selling
Holders thereof and to have such Shelf Registration Statement become effective; provided that no
Holder shall be entitled to have its Registrable Securities covered by such Shelf Registration
Statement or use any related Prospectus unless such Holder agrees in writing to be bound by all of
the provisions of this Agreement applicable to such Holder and has returned to the Company a
completed and signed selling securityholder questionnaire in reasonable and customary form by the
reasonable deadline for responses set forth therein.




          In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding paragraph, the Company and the Guarantors shall
use their commercially reasonable efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a
Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers that were ineligible to be exchanged in the Exchange Offer.




          The Company and the Guarantors agree to use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until the earlier of (x) the first anniversary
of the date the Shelf Registration Statement is declared by the SEC or otherwise became effective
and (y) the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The
Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement,
the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder or if
reasonably requested in writing by a Holder of Registrable Securities with respect to information
relating to such Holder, and to use their commercially reasonable efforts to cause any such
amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or
Free Writing Prospectus, as the case may be, to become usable as soon as reasonably practicable
thereafter. The Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being used or filed with
the SEC.




          (c)      The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.




          (d)      An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC or otherwise
becomes effective pursuant to SEC rules. A Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared effective by the
SEC, is automatically effective upon filing with the SEC as provided by Rule 462 under the
Securities Act or otherwise becomes effective pursuant to SEC rules.




          In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective on
or prior to the Target Registration Date, the interest rate on the Registrable Securities will be
increased by (i) 0.25% per annum for the first 90-day period immediately following the Target
Registration Date and (ii) an additional






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0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange
Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up
to a maximum increase of 1.00% per annum. In the event that the Company receives a Shelf Request
pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby
has not become effective by the Target Registration Date, then the interest rate on the Registrable
Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing
from one day after the Target Registration Date and (ii) an additional 0.25% per annum with respect
to each subsequent 90-day period, in each case until the Shelf Registration Statement becomes
effective, up to a maximum increase of 1.00% per annum.




          If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in violation
of this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month
period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum
commencing on the 31st day in such 12-month period and ending on such date that the Shelf
Registration Statement has again been declared effective or the Prospectus again becomes usable;
provided, however, that in no event shall such additional interest, together with the additional
interest payable pursuant to the immediately preceding paragraph, if any, exceed 1.00% per annum;
provided, however, that in no event shall any such additional interest or any additional interest
payable pursuant to the immediately preceding paragraph be payable in the event that the Company
effects a suspension of the disposition of Registrable Securities pursuant to a Registration
Statement in accordance with the terms and limitations of Section 3(d).




          (e)      Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof.




          3.       Registration Procedures.




          (a)      In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the
Company and the Guarantors shall:





          (i)       prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith; and use their commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective for
the applicable period in accordance with Section 2 hereof;




          (ii)      prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so supplemented,
to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current
during the period described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable Securities
or Exchange Securities;



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          (iii)      to the extent any Free Writing Prospectus is used, file with the SEC any Free
Writing Prospectus that is required to be filed by the Company or the Guarantors with the
SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not
required to be filed;




          (iv)      in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities covered by the Shelf Registration Statement, to counsel for the Initial
Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering
of Registrable Securities, if any, without charge, as many copies of each Prospectus,
preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto,
as such Holder, counsel or Underwriter may reasonably request in order to facilitate the
sale or other disposition of the Registrable Securities thereunder; and the Company and the
Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free
Writing Prospectus and any amendment or supplement thereto in accordance with applicable law
by each of the selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus
or any amendment or supplement thereto in accordance with applicable law;




          (v)      use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as
any Holder of Registrable Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement becomes effective;
cooperate with such Holders in connection with any filings required to be made with the
Financial Industry Regulatory Authority; and do any and all other acts and things that may
be reasonably necessary or advisable to enable each Holder to complete the disposition in
each such jurisdiction of the Registrable Securities owned by such Holder; provided that
neither the Company nor any Guarantor shall be required to (1) qualify as a foreign
corporation or other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any general consent to service of
process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction
if it is not so subject;




          (vi)      notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Holder of Registrable Securities covered by the Shelf Registration
Statement and counsel for such Holders promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (1) when a Registration Statement has become
effective, when any post-effective amendment thereto has been filed and becomes effective,
when any Free Writing Prospectus has been filed or any amendment or supplement to the
Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or
any state securities authority for amendments and supplements to a Registration Statement,
Prospectus or any Free Writing Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, including the receipt by
the Company of any notice of objection of the SEC to the use of a Shelf Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an
offering of such Registrable Securities cease to be true and correct in all material
respects or if the Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (5) of the happen-



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ing of any event during the period a Registration Statement is effective that makes any
statement made in such Registration Statement or the related Prospectus or any Free Writing
Prospectus untrue in any material respect or would constitute an omission or alleged
omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading or that requires the making of any
changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order
to make the statements therein not misleading and (6) of any determination by the Company or
any Guarantor that a post-effective amendment to a Registration Statement or any amendment
or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;




          (vii)      use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the proper form, at
the earliest practicable moment and provide prompt notice to each Holder of the withdrawal
of any such order or such resolution;




          (viii)     in the case of a Shelf Registration, if requested, furnish to each selling
Holder of Registrable Securities, without charge, at least one conformed copy of each Shelf
Registration Statement and any post-effective amendment thereto to the extent not otherwise
publicly available (without any documents incorporated therein by reference or exhibits
thereto, unless requested);




          (ix)      in the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be issued in such denominations and registered in such
names (consistent with the provisions of the Indenture) as such Holders may reasonably
request at least one Business Day prior to the closing of any sale of Registrable
Securities;




          (x)       in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to prepare and file
with the SEC a supplement or post-effective amendment to such Shelf Registration Statement
or the related Prospectus or any Free Writing Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered
(or, to the extent permitted by law, made available) to purchasers of the Registrable
Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Company and the Guarantors shall notify the Holders of Registrable
Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby agree to suspend
use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company
and the Guarantors have amended or supplemented the Prospectus or the Free Writing
Prospectus, as the case may be, to correct such misstatement or omission;




          (xi)      a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that
is to be incorporated by reference into a Registration Statement, a Prospectus or a Free
Writing Prospectus after initial filing of a Registration Statement, provide copies of such
document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the selling Holders of



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Registrable Securities and their counsel) and make such of the representatives of the
Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or
their counsel (and, in the case of a Shelf Registration Statement, the selling Holders of
Registrable Securities or their counsel) reasonably available for discussion of such
document; and the Company and the Guarantors shall not, at any time after initial filing of
a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any
amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing
Prospectus, or any document that is to be incorporated by reference into a Registration
Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the selling Holders of
Registrable Securities and their counsel) shall not have previously been advised and
furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a
Shelf Registration Statement, the selling Holders of Registrable Securities or their
counsel) shall reasonably object;




          (xii)      obtain a CUSIP number for all Exchange Securities or Registrable Securities, as
the case may be, not later than the initial effective date of a Registration Statement;




          (xiii)      cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Exchange Securities or Registrable Securities, as the case may
be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the terms of the
Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;




          (xiv)      in the case of a Shelf Registration, subject to execution of confidentiality
agreements reasonably satisfactory to the Company, make available for inspection at the
Company’s principal place of business by a representative of the selling Holders of the
Registrable Securities (an “Inspector”), any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a
majority of the Holders of Registrable Securities to be included in such Shelf Registration
and any attorneys and accountants designated by such Underwriter, at reasonable times and in
a reasonable manner, all pertinent financial and other records, documents and properties of
the Company and its subsidiaries, and cause the respective officers, directors and employees
of the Company and the Guarantors to supply all information reasonably requested by any such
Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration
Statement as is customary for similar due diligence examinations;




          (xv)      in the case of a Shelf Registration, use their commercially reasonable efforts to
cause all Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the Company or any
Guarantor are then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements;




          (xvi)      if reasonably requested by any Holder of Registrable Securities covered by a
Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably requests to
be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the matters to
be so included in such filing;



10









 






          (xvii)      in the case of a Shelf Registration, enter into such customary agreements and
take all such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the
Holders and any Underwriters of such Registrable Securities with respect to the business of
the Company and its subsidiaries and the Registration Statement, Prospectus, any Free
Writing Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to such
Underwriters and their counsel) addressed to each Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten offerings,
(3) obtain “comfort” letters from the independent certified public accountants of the
Company and the Guarantors (and, if necessary, any other certified public accountant of any
subsidiary of the Company or any Guarantor, or of any business acquired by the Company or
any Guarantor for which financial statements and financial data are or are required to be
included in the Registration Statement) addressed to each Underwriter of Registrable
Securities, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten offerings,
including but not limited to financial information contained in any preliminary prospectus,
Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may
be reasonably requested by the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the representations and
warranties of the Company and the Guarantors made pursuant to clause (1) above and to
evidence compliance with any customary conditions contained in an underwriting agreement;
and




          (xviii)      so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to
execute a counterpart to this Agreement in the form attached hereto as Annex A and to
deliver such counterpart, together with an opinion of counsel as to the enforceability
thereof against such entity, to the Initial Purchasers no later than ten Business Days
following the execution thereof.



          (b)      In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing.




          (c)      In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company and the Guarantors of the happening of any event of the kind described in Section
3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will
deliver to the Company and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.




          (d)      If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall
extend






11









 







the period during which such Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Company and the Guarantors may give any such notice only twice
during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and
there shall not be more than two suspensions in effect during any 365-day period.




          (e)      The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, such selection to be
subject to the Company’s prior written approval, not to be unreasonably withheld, conditioned or
delayed.




          4.        Participation of Broker-Dealers in Exchange Offer.




          (a)      The Staff has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and
must deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.




          The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.




          (b)      In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or
facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors
further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,
to the extent permitted by law, make available) during such period in connection with the resales
contemplated by this Section 4.




          (c)      The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.




          5.        Indemnification and Contribution.




          (a)      The Company and each Guarantor, jointly and severally, agree to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, reasonable legal
fees and other expenses incurred in






12









 







connection with any suit, action or proceeding or any claim asserted, as such fees and
expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or (2) any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus, any Free Writing
Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed
pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to any Initial Purchaser or information relating to any Holder furnished to
the Company in writing through JPMorgan or any selling Holder, respectively, expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the distribution, their
respective affiliates and each Person who controls such Persons (within the meaning of the
Securities Act and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement, any
Prospectus, any Free Writing Prospectus or any Issuer Information.




          (b)      Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with any information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing
Prospectus.




          (c)      If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have under paragraph (a) or (b) above except to the extent that
it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by
such failure; and provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under
paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an
Indemnified Person, the Indemnifying Person shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall
pay the reasonable fees and expenses of such proceeding and shall pay the reasonable fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal






13









 







defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder,
its directors and officers and any control Persons of such Holder shall be designated in writing by
the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any
loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without
the written consent of the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person, unless such settlement
(A) includes an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are the subject matter
of such proceeding and (B) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person.




          (d)      If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Company and the Guarantors on the one hand and the Holders on the other
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.




          (e)      The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Person in connection
with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall
a Holder be required to contribute any amount in excess of the amount by which the total price at
which the Securities or






14









 







Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 5 are several and not joint.




          (f)      The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.




          (g)      The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.




          6.        General.




          (a)      No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.




          (b)      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 and the Guarantors have 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 5 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers
or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties
hereto.




          (c)      Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). 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. Copies of
all such notices, demands or other communications shall be






15









 







concurrently delivered by the Person giving the same to the Trustee, at the address specified
in the Indenture.




          (d)      Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; 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. If any transferee of any Holder
shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial
Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to
any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.




          (e)      Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.




          (f)      Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.




          (g)      Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.




          (h)      Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.




          (i)      Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to
replace the invalid, void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable provisions.






16









 








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



	 	 	 	 	 
	 	MEDASSETS, INC.


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	Executive Vice President, Chief Financial
Officer and President of Revenue Cycle Management 	 
	 
	 	ASPEN HEALTHCARE METRICS LLC


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	MEDASSETS ANALYTICAL SYSTEMS, LLC


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	MEDASSETS SUPPLY CHAIN SYSTEMS, LLC


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	MEDASSETS NET REVENUE SYSTEMS, LLC


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	President, Revenue Cycle Technology Segment and Secretary 	 
	 
	 	DOMINIC & IRVINE, LLC


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	MEDASSETS SERVICES LLC


 	 
	 	By:  	/s/ L. Neil Hunn
 	 
	 	 	Name:  	L. Neil Hunn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



[Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	BROADLANE INTERMEDIATE HOLDINGS, INC.


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	BROADLANE NY, INC.


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	BROADLANE VENTURES, LLC


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	BROADLANE VENTURES I, LLC


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	HEALTH EQUIPMENT LOGISTICS AND
 	 
	 	 	PLANNING, INC.

 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	HEALTHCARE PERFORMANCE PARTNERS, INC.


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	KP SELECT, INC.


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



[Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	THE BROADLANE GROUP, INC.


 	 
	 	By:  	/s/ Jonathan H. Glenn
 	 
	 	 	Name:  	Jonathan H. Glenn 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



[Registration Rights Agreement]







 









 








Confirmed and accepted as of the date first above written:




J.P. MORGAN SECURITIES LLC

For itself and on behalf of the

several Initial Purchasers



 




	 	 	 	 	 

	By:

	 	/s/ Geoffrey Kirles	 	 
	 

	 	 

Authorized Signatory


Geoffrey Kirles



Executive
Director


	 	 






[Registration Rights Agreement]





 









 








     Schedule 1


Guarantors:




Aspen Healthcare Metrics LLC

MedAssets Analytical Systems, LLC

MedAssets Supply Chain Systems, LLC

MedAssets Net Revenue Systems, LLC

Dominic & Irvine, LLC

MedAssets Services LLC

Broadlane Intermediate Holdings, Inc.

Broadlane NY, Inc.

Broadlane Ventures, LLC

Broadlane Ventures I, LLC

Health Equipment Logistics and Planning, Inc.

Healthcare Performance Partners, Inc.

KP Select, Inc.

The Broadlane Group, Inc.




Sched. 1-1






 









 








Annex A




Counterpart to Registration Rights Agreement




          The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of November 16, 2010 by and among the
Company, a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities LLC, on
behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.




          IN WITNESS WHEREOF, the undersigned has executed this counterpart as of ___________.




	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex A-1