Registration Rights Agreement, dated December 9, 2004



  
 Exhibit 4.2 

 
 EXECUTION COPY 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 by and among 
  
 WellPoint, Inc. 
  
 and 
  
 Banc of America Securities LLC 
 Goldman, Sachs & Co. 
 J.P. Morgan Securities Inc. 
 UBS
Securities LLC 
  
 Dated as of December 9, 2004 
  









  
 REGISTRATION RIGHTS
AGREEMENT 
  
 This Registration Rights Agreement (this
“Agreement”) is made and entered into as of December 9, 2004, by and among WELLPOINT, INC., an Indiana corporation (the “Company”), and BANC OF AMERICA SECURITIES LLC, GOLDMAN, SACHS & CO., J.P. MORGAN SECURITIES INC., and
UBS SECURITIES LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), who have agreed to purchase $300,000,000 aggregate principal amount of the Company’s 3.750% Notes due 2007, $300,000,000 aggregate
principal amount of the Company’s 4.250% Notes due 2009, $500,000,000 aggregate principal amount of the Company’s 5.000% Notes due 2014, and $500,000,000 aggregate principal amount of the Company’s 5.950% Notes due 2034 pursuant to
the Purchase Agreement (as defined below). 
  
 This Agreement is
made pursuant to the Purchase Agreement, dated as of December 6, 2004 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the
benefit of the holders from time to time of the Notes (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement. 
  
 The parties hereby agree as follows: 
  
 SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the
following meanings: 
  
 Affiliate: As defined in Rule 144
of the Securities Act. 
  
 Broker-Dealer: Any broker or
dealer registered under the Exchange Act. 
  
 Closing Date:
The date of this Agreement. 
  
 Commission: The
Securities and Exchange Commission. 
  
 Consummate: An
Exchange Offer relating to any series of Initial Notes shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to that series of Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes of
that series that were tendered by Holders thereof pursuant to the Exchange Offer. 
  
 Consummation Deadline: As defined in Section 3(b). 
  
 Exchange Act: The Securities Exchange Act of 1934, as amended. 
  

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 Exchange Notes: The Company’s 3.750% Notes due 2007, 4.250% Notes due 2009, 5.000% Notes due
2014, and 5.950% Notes due 2034, in each case substantially identical under the Indenture as the relevant series of Initial Notes, to be issued to Holders in exchange for Initial Notes pursuant to this Agreement. 
  
 Exchange Offer: The registration by the Company under the Securities
Act of the Exchange Notes of each series pursuant to an Exchange Offer Registration Statement pursuant to which the Company offers the Holders of all outstanding Initial Notes of the relevant series the opportunity to exchange all such outstanding
Initial Notes held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Initial Notes tendered in such exchange offer by such Holders. 
  
 Exchange Offer Registration Statement: The Registration Statement
relating to any of the Exchange Offers, including the related Prospectus, which may be in the form of a single Registration Statement. 
  
 Holders: As defined in Section 2(b) hereof. 
  
 Indemnified Holder: As defined in Section 8(a) hereof. 
  
 Indenture: The Indenture, dated as of December 9, 2004, between the Company and The Bank of New York, as trustee (the “Trustee”),
pursuant to which the Initial Notes and the Exchange Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 
  
 Initial Notes: The Company’s 3.750% Notes due 2007, 4.250% Notes due 2014, 5.000% Notes due 2014, and 5.950%
Notes due 2034, in each case of the same series under the Indenture as the relevant series of Exchange Notes, for so long as such securities constitute Transfer Restricted Securities. 
  
 Initial Placement: The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to
the Purchase Agreement. 
  
 Initial Purchaser: As defined
in the preamble hereto. 
  
 Interest Payment Date: As
defined in the Indenture and the Initial Notes. 
  
 NASD:
National Association of Securities Dealers, Inc. 
  
 Person: An individual, partnership, corporation, limited liability company, joint venture, trust or unincorporated organization, or a government or any governmental agency or political subdivision of a government or governmental
agency. 
  
 Prospectus: The prospectus included in a
Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus. 
  

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 Recommencement Date: As defined in Section 6(d) hereof. 
  
 Registration Default: As defined in Section 5 hereof. 
  
 Registration Statement: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 
  
 Rule 144: Rule 144 promulgated under the Securities Act. 

 
 Securities Act: The Securities Act of 1933, as amended. 

 
 Shelf Filing Deadline: As defined in Section 4 hereof. 

 
 Shelf Registration Statement: As defined in Section 4 hereof.

  
 Suspension Notice: As defined in Section 6(d) hereof.

  
 Trust Indenture Act: The Trust Indenture Act of 1939
(15 U.S.C. Section 77aaa 77bbbb) as in effect on the date of the Indenture. 
  
 Transfer Restricted Securities: Each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer for an Exchange Note which is entitled to be resold
to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance
with a Shelf Registration Statement and (c) the date on which such Initial Note may be distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the
Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). 
  
 Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to
the public. 
  
 SECTION 2. Securities Subject to
This Agreement. 
  
 (a) Transfer Restricted Securities.
The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities. 
  
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities. 
  

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 SECTION 3. Registered Exchange Offer. 
  
 (a) Unless the Exchange Offer with respect to any series of Initial Notes
shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall with respect to each other series of Initial Notes: (i) cause to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act, (ii) use every reasonable effort to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration
Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence the Exchange Offers and use every reasonable effort to Consummate the Exchange Offers not later than 210 days after the Closing Date. The Exchange Offers shall be on the appropriate form
permitting registration of the Exchange Notes to be offered in exchange for the Initial Notes and resales of Exchange Notes held by Broker-Dealers that tendered the Initial Notes that such Broker-Dealer acquired for its own account as a result of
market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. 
  
 (b) The Company shall use every reasonable effort to cause an Exchange Offer Registration Statement with respect to each
series of Exchange Notes (which may be in the form of a single Registration Statement) to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the
Exchange Offers to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use every reasonable effort to cause the
Exchange Offers to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 210 days after the Closing Date (such 210th day being the “Consummation
Deadline”). 
  
 (c) The Company shall indicate in a
“Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its
own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Initial Notes that are Transfer Restricted Securities
pursuant to the Exchange Offers; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offers, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such 

  

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resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall
not name any such Broker-Dealer or disclose the amount of Initial Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 
  
 The Company shall use every reasonable effort to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(a) and 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by
Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective (ii) the date on which a Broker-Dealer is no longer required to
deliver a prospectus in connection with market-making or other trading activities and (iii) such shorter period that will terminate when all the Transfer Restricted Securities covered by such Exchange Offer Registration Statement have been sold
pursuant to such Exchange Offer Registration Statement. 
  
 The
Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

  
 SECTION 4. Shelf Registration.

  
 (a) Shelf Registration. If (i) the Company is not
required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied
with), (ii) for any reason the Exchange Offer is not Consummated by the Consummation Deadline, or (iii) if any Holder of Transfer Restricted Securities shall notify the Company within 20 business days following the date on which any Exchange Offer
is consummated that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly
from the Company or one of its Affiliates, then the Company shall 
  
 (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration
Statement”) as soon as practicable but in any event on or prior to the later of (1) 30 days after the date on which the Company determines that an Exchange Offer Registration Statement with respect to that series of Initial Notes cannot be
filed as a result of clause (a)(i) above, (2) 30 days after the date on which the Company receives notice specified in clause (a)(iii) above and (3) the 90th day after the Closing Date (such later date being the “Shelf Filing Deadline”),
which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the 

  

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Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and 
  
 (y) use every reasonable effort to cause such Shelf
Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline. 
  
 The Company shall use every reasonable effort to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by
and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities of such series of Initial Notes by the Holders thereof entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years from the Closing
Date following the effective date of such Shelf Registration Statement (or such shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf
Registration Statement). 
  
 (b) Provision by Holders of
Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, (i) the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with
such Shelf Registration Statement, Prospectus or preliminary Prospectus included therein and (ii) such other information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading. 
  
 SECTION 5. Additional Interest. If (i) 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, (ii) any such
Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv)
any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with resales of Transfer Restricted Securities during the periods specified in this
Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a
“Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall
be increased by an additional $0.05 per week per $1,000 in principal amount of 

  

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Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted
Securities become freely tradeable without registration under the Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of additional interest of $0.30 per week per $1,000 in principal amount of Transfer Restricted
Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement filed by the Company in accordance with Section 4(a)(ii) hereof, in each case with respect to the affected
series of Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities of the applicable series as a
result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease (unless a subsequent Registration Default shall occur). 
  
 All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest
Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay
additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. 
  
 SECTION 6. Registration Procedures. 
  
 (a) Exchange Offer Registration Statement. In connection with each Exchange Offer, the Company shall comply with all
of the provisions of Section 6(c) below, shall use every reasonable effort to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall
comply with all of the following provisions: 
  
 (i) If in the reasonable opinion of counsel to the Company there is a question as to whether any Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from
the Commission allowing the Company to Consummate an Exchange Offer for such Initial Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable
action to effect a change of Commission policy. In connection with the issuance of such decision, the Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such
submission. 
  

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 (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the applicable Exchange Offer, a written
representation to the Company (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the applicable series of Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes of the
applicable series in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the
position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary
resale transaction and that such a secondary resale transaction should 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 if the resales
are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company or an Affiliate thereof. 
  
 (b) Shelf Registration Statement. In connection with each Shelf Registration Statement, the Company shall comply with all the provisions of Section
6(c) below and shall use every reasonable effort to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the
Company will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof. 
  
 (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Exchange Notes by Broker-Dealers), the Company shall:

  
 (i) use every reasonable effort to keep such
Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of 

  

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Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration
Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use every reasonable effort to cause such amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; 
  
 (ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary
to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have
been sold; cause the 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 to comply fully with the applicable provisions of Rules 424 and 430A
under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended
method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 
  
 (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such underwriter or Holder, confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any
request by the Commission for amendments to any Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of
any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading or the Prospectus in order to make the statements
therein in light of the circumstances in which they were made, not misleading or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading or the Prospectus in order
to make the statements therein in light of the circumstances under which they were made not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use every reasonable effort
to obtain the withdrawal or lifting of such order at the earliest possible time; 
  

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 (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named
in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with such sale, if any, for a
period of at least five business days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by
reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five business days after the receipt thereof (such objection
to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or
supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 
  
 (v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company’s representatives available for discussion of such document and other
customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; 
  
 (vi) make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter
participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties
of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the
filing thereof and prior to its effectiveness; 
  
 (vii) if requested by any selling Holders or the underwriter(s), if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling
Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; 
  

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 (viii) cause the Transfer Restricted Securities covered by the Registration Statement to
be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Initial Notes covered thereby or the underwriter(s), if any; 
  
 (ix) furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated
therein by reference); 
  
 (x) deliver to each
selling Holder and each of the underwriter(s), if any, without charge, as many copies of each Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby
consents to the use (in accordance with applicable law) of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
  
 (xi) enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such
other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by any
Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered
into and whether or not the registration is an Underwritten Registration, the Company shall: 
  
 (A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request
and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of each Shelf Registration Statement: 
  
 (1) a certificate, dated the date of Consummation of the
Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed on behalf of the Company by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Company,
confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5 (f) of the Purchase Agreement and such other matters as such parties may reasonably request; 
  
 (2) an opinion, dated the date of Consummation of the
Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company, covering the matters set 

  

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forth in paragraph (c) of Section 5 of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a
statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the Initial Purchasers’ representatives and
the Initial Purchasers’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such
counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon facts
provided to such counsel by officers and other representatives of the Company and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration
Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the related Exchange Offer, contained an
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the related Prospectus contained in such Registration Statement as of its date
and, in the case of the opinion dated the date of Consummation of the related Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and 
  
 (3) a customary comfort letter, dated as of the date of
Consummation of each Exchange Offer or the date of effectiveness of each Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in
comfort letters by underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; 
  
 (B) set forth in full or incorporate by reference in the
underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and 
  

 13 








 (C) deliver such other documents and certificates as may be reasonably requested by such
parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (xi), if any. 
  
 If at any time the representations and warranties of the
Company contemplated in clause (A)(1) above cease to be true and correct, the Company shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing; 
  
 (xii) prior to any public
offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities
or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered
by the applicable Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the
service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 
  
 (xiii) shall issue, upon the request of any Holder of Initial Notes covered by each Shelf Registration
Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be
registered in the name of such Holder or in the name of the purchaser(s) of such Exchange Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation; 
  
 (xiv) in connection with any sale of Transfer Restricted
Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two
business days prior to any such sale of Transfer Restricted Securities; 
  
 (xv) use every reasonable effort to cause the Transfer Restricted Securities covered by each Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above; 
  
 (xvi) subject to Section 6(c)(i), if any fact or event
contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective 

  

 14 








 
amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

  
 (xvii) provide a CUSIP number for all
Transfer Restricted Securities not later than the effective date of the Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities
which are in a form eligible for deposit with the Depositary Trust Company; 
  
 (xviii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”)
that is required to be retained in accordance with the rules and regulations of the NASD, and use every reasonable effort to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be
necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities; 
  
 (xix) otherwise use every reasonable effort to comply with all applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement; 
  
 (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the
Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use every reasonable effort to cause the Trustee to
execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; 
  
 (xxi) cause all Transfer Restricted Securities covered by
the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any, requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing
underwriter(s), if any; and 
  
 (xxii) provide
promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act. 
  

 15 








 (d) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of notice
pursuant to Section 6(c)(iii)(D) from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or (ii) such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension
Notice agrees that it will either (i) destroy any Prospectuses, other than permanent file copies then in such Holder’s possession or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then
in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such Suspension Notice. In the event the Company shall give any such Suspension Notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such Suspension Notice to and
including the Recommencement Date; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the
Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5. 
  
 SECTION 7. Registration Expenses. 
  
 All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings, if any, made by any Initial Purchaser or Holder with the NASD (and, if applicable,
the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements
of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). 
  
 The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. 
  

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 SECTION 8. Indemnification. 
  
 (a) The Company agrees to indemnify and hold harmless (i) each Holder and
Initial Purchaser and (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as
a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred
to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses
of counsel to any Indemnified Holder), directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities, judgments, actions or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may
otherwise have. 
  
 (b) Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers of the Company who sign a Registration Statement, and each person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company to each of the
Indemnified Holders set forth Section 8(a) above, but only with respect to information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. 
  
 (c) In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any indemnified party with respect to which indemnity may be sought hereunder, such indemnified party shall promptly notify each indemnifying party in writing
(provided, that the failure to give such notice shall not relieve any indemnifying party of liability pursuant to Sections 8(a) and 8(b) of this Agreement unless and only to the extent such indemnifying party was materially prejudiced by such
failure). Such failure to notify shall not, in any event, relieve an indemnifying party from any liability it may have to an indemnified party otherwise than under Section 8(a) or 8(b), as the case may be. An indemnifying party may participate at
its own expense in the defense of any such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action
with counsel chosen by it and reasonably satisfactory to the indemnified parties defendant in such action or proceeding, unless such indemnified parties object to such assumption on the ground that there may be legal defenses available to them which
are different from or in addition to those available to such indemnifying party so as to create an actual or potential conflict of 

  

 17 








 
interest. If an indemnifying party assumes the defense of such action or proceeding, the indemnifying parties shall not be liable for any fees and expenses
of counsel for the indemnified parties incurred thereafter in connection with such action or proceeding. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances. The indemnifying party shall be liable for any settlement of any such action or proceeding effected with the indemnifying party’s prior written consent, and the indemnifying party agrees to indemnify and hold
harmless any indemnified party from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the indemnifying party. The indemnifying party shall not, without the prior
written consent of each indemnified party, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability arising out of
such action, claim, litigation or proceeding. 
  
 (d) If the
indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities,
judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities, judgments, actions or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of
the Company shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum), and such Registration Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Company on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder 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 or by the Indemnified Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities, judgments, actions and expenses referred to above shall be deemed to include, subject to the limitations set forth
in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 
  
 The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) 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 which does not take account of the equitable considerations referred to in


  

 18 








 
the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, judgments,
actions or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the
total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which 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 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each of the Holders hereunder and not joint. 
  
 SECTION 9. Rule 144A. The Company hereby agrees with
each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144. 
  
 SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on
the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such underwriting arrangements. 
  
 SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company. 
  
 SECTION 12. Miscellaneous. 
  
 (a) Remedies. The Company hereby agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 
  

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 (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter
into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not previously entered into any agreement granting any
registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any
agreement in effect on the date hereof. 
  
 (c) Adjustments
Affecting the Initial Note on Exchange Notes. The Company will not take any action, or permit any change to occur, with respect to the Initial Notes on Exchange Notes that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer. 
  
 (d) Amendments and Waivers.
The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each
such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 
  
 (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 
  
 (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the
Indenture; and 
  
 (ii) if to the Company:

  
 WellPoint, Inc. 
 120 Monument Circle 
 Indianapolis, Indiana
46204 
 Telecopier No.: (317) 488-6616 
 Attention: Michael C. Wyatt 
  

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 With a copy to: 
  
 White & Case LLP 
 1155 Avenue of the Americas 
 New York, New York 10036 
 Telecopier No.: (212) 354-8113 
 Attention:
Daniel G. Dufner, Jr. 
  
 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 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 concurrently delivered by the Person giving the same to the Trustee at the address
specified in the Indenture. 
  
 (f) Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder; provided, further, however, that
nothing herein shall be deemed to permit any assignment, transfer or other disposition in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner,
whether by operation of law or otherwise, such Transfer Restricted Securities shall be subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted 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, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the
benefits hereof. 
  
 (g) 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. 

 
 (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF. 
  
 (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein
shall not be affected or impaired thereby. 
  

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 (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter. 
  

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

  

			
	WELLPOINT, INC.
		
	By:	 	/s/ David C. Colby
	 	 	Name:
	 	 	Title:


  
 The foregoing
Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: 
  

			
	 BANC OF AMERICA SECURITIES LLC
 GOLDMAN, SACHS & CO.
 J.P. MORGAN SECURITIES INC.
 UBS SECURITIES LLC

	
	 By: Banc of America Securities LLC

		
	 By:
	 	 /s/ Lily Chang

	 	 	 Principal


  

 23