Exhibit
4.4




 





 


REGISTRATION RIGHTS AGREEMENT


 


DATED AS OF DECEMBER 1, 2009

BY AND BETWEEN


 


ALLIANCE HEALTHCARE SERVICES, INC.


 


AND


 


DEUTSCHE BANK SECURITIES INC.


MORGAN STANLEY & CO. INCORPORATED

BARCLAYS CAPITAL INC.


 




 




















 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of December 1, 2009, by and among Alliance
HealthCare Services, Inc., a Delaware corporation (the “Company”)
and Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated
and Barclays Capital Inc. as representatives (the “Representatives”) for
the several initial purchasers named on Schedule I hereto (the “Initial
Purchasers”), who have agreed to purchase the Company’s 8% Senior Notes due
2016 (the “Notes”) pursuant to the Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the Purchase
Agreement, dated November 19, 2009 (the “Purchase Agreement”), by
and among the Company and the Representatives. 
In order to induce the Initial Purchasers to purchase the 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 to
purchase the Notes as set forth in the Purchase Agreement.  Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Indenture (the
“Indenture”), dated December 1, 2009, between the Company and The
Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the Notes
and the Exchange Notes (as defined below).


 


The parties hereby agree as follows:


 


1.                                      Definitions


 


As used in this Agreement, the following capitalized
terms shall have the following meanings:


 


Act:  The Securities Act of 1933, as amended.


 


Affiliate:  As defined in Rule 144 of the Act.


 


Broker-Dealer:  Any broker or dealer registered under the
Exchange Act.


 


Certificated Securities:  The definitive Notes referred to in the
second paragraph of Section 201 of the Indenture.


 


Closing Date:  The date hereof.


 


Commission:  The Securities and Exchange Commission.


 


Consummate:  An Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) 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 period required pursuant to Section 3(b) hereof and (c) 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
Notes tendered by Holders thereof pursuant to the Exchange Offer.


 


Consummation Deadline:  As defined in Section 3(b) hereof.


 

















 


Effectiveness Deadline:  As defined in Section 3(a) and 4(a) hereof.


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended.


 


Exchange Notes:  The Company’s 8% Senior Notes due 2016 to be
issued pursuant to the Indenture:  (i) in
the Exchange Offer or (ii) as contemplated by Section 4 hereof.


 


Exchange Offer:  The issuance and exchange by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal
amount of Notes that are tendered by such Holders in connection with such
exchange and issuance.


 


Exchange Offer Registration Statement:  The Registration Statement relating to the
Exchange Offer, including the related Prospectus.


 


Exempt Resales:  The transactions in which the Initial
Purchasers propose to sell the Notes to certain “qualified institutional
buyers,” as such term is defined in Rule 144A under the Act and pursuant
to Regulation S under the Act.


 


Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.


 


Holders:  As defined in Section 2 hereof.


 


Issuer FWP: As defined in Section 4(b) hereof.


 


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.


 


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, in each case, (i) that is
filed pursuant to the provisions of this Agreement and (ii) that includes
the Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.


 


Regulation S:  Regulation S promulgated under the Act.


 


Rule 144:  Rule 144 promulgated under the Act.


 


Shelf Registration Statement:  As defined in Section 4 hereof.


 


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


 


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TIA:  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 Note, until the earliest to occur of (a) the
date on which such Note is exchanged by a Person other than a broker-dealer in
the Exchange Offer and entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the Act,
(b) following the exchange by a broker-dealer in the Exchange Offer of
Notes for an Exchange Note, the date on which such Note is sold to a purchaser
who receives from such broker-dealer on or prior to the date of such sale a
copy of the prospectus contained in the Exchange Offer Registration Statement, (c) the
date on which such Note has been registered under the Act and disposed of in
accordance with the Shelf Registration Statement or (d) the date on which
such note is distributed to the public pursuant to Rule 144 under the Act.


 


2.                                      Holders


 


A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns
Transfer Restricted Securities.


 


3.                                      Registered Exchange
Offer


 


(a)           Unless
the Exchange Offer shall not be permitted by applicable law or applicable
interpretation of the staff of the Commission, the Company shall (i) cause
the Exchange Offer Registration Statement to be filed with the Commission on or
prior to 150 days after the Closing Date (such 150th day being the “Filing
Deadline”), (ii) use its commercially reasonable efforts to have such
Exchange Offer Registration Statement declared effective by the Commission on
or prior to 240 days after the Closing Date (such day being the “Effectiveness
Deadline”), (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 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 and Consummate the Exchange Offer.  The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be
offered in exchange for the Notes that are Transfer Restricted Securities and (ii) resales
of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes
that such Broker-Dealer acquired for its own account as a result of
market-making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.


 


(b)           The
Company shall use its commercially reasonable efforts to cause the Exchange
Offer 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 twenty (20) Business Days.  The
Company shall cause the Exchange Offer 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 its commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 270
days after the Closing Date (such day being the “Consummation Deadline”).


 


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(c)           The
Company shall include a “Plan of Distribution” section in the Prospectus
contained in the Exchange Offer Registration Statement and indicate therein
that any Broker-Dealer who holds Transfer Restricted Securities that were
acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer.  Such “Plan of Distribution” section shall
also contain all other information with respect to such sales by such
Broker-Dealers that the Commission may require in order to permit such sales
pursuant thereto, but such “Plan of Distribution” section shall not name any
such Broker-Dealer or disclose the amount of Transfer Restricted Securities
held by any such Broker-Dealer, except to the extent required by the Commission
as a result of a change in policy, rules or regulations after the date of
this Agreement.


 


Because such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.  To the extent necessary to ensure that the
prospectus contained in the Exchange Offer Registration Statement is available
for sales of Exchange Notes by Broker-Dealers, the Company agrees to use its
commercially reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period the
earlier of (a) 180 days from the Consummation of the Exchange Offer and (b) such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold pursuant thereto.  The Company shall provide sufficient copies
of the latest version of such Prospectus to such Broker- Dealers promptly upon
request and, in no event later than one day after such request, at any time
during such period.


 


4.                                      Shelf
Registration


 


(a)           Shelf Registration. 
If (i) the Exchange Offer is not permitted by applicable law or
applicable interpretation of the Staff of the Commission or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company within twenty
(20) Business Days following the Consummation Deadline that (A) such
Holder was prohibited by 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 the Prospectus contained in the Exchange Offer Registration
Statement is not available for such resales by such Holder or (C) such
Holder is a Broker-Dealer and holds Notes acquired directly from the Company or
any of its Affiliates, then the Company shall:


 


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(x)                                   cause to be filed, on or
prior to 30 days after the earlier of (i) the date on which the Company
determines that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) above or (ii) the date on which the Company receives
the notice specified in clause (a)(ii) above (such earlier date, the “Filing
Deadline”), a shelf registration statement pursuant to Rule 415 under
the Act (which may be an amendment to the Exchange Offer Registration Statement
(the “Shelf Registration Statement”)), relating to all Transfer
Restricted Securities, and


 


(y)                                 shall use its commercially
reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the Commission on or prior to 75 days after the Filing Deadline
for the Shelf Registration Statement (such 75th day the “Effectiveness Deadline”).


 


If, after the Company has filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company is required to file and make effective a Shelf Registration
Statement solely because the Exchange Offer is not permitted under applicable
federal law (i.e., clause (a)(i) above), then the filing of the Exchange
Offer Registration Statement shall be deemed to satisfy the requirements of
clause (x) above; provided that, in such event, the Company shall remain
obligated to meet the Effectiveness Deadline set forth in clause (y).


 


To the extent necessary to ensure that the Shelf
Registration Statement is available for sales of Transfer Restricted Securities
by the Holders thereof entitled to the benefit of this Section 4(a) and
the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof,
the Company shall use its commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
at least two years (as extended pursuant to Section 6(c)(i)) following the
Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant thereto.


 


(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 days after receipt of a request therefor, the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for
use in connection with any Shelf Registration Statement, Prospectus,
preliminary Prospectus or “issuer free writing prospectus” (as defined in Rule 405)
(an “Issuer FWP”) included therein. 
No Holder of Transfer Restricted Securities shall be entitled to
liquidated damages pursuant to Section 5 hereof unless and until such
Holder shall have provided all such information.  Each selling Holder agrees to promptly
furnish additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


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5.                                      Liquidated
Damages


 


If (i) any Registration Statement required by
this Agreement is not filed with the Commission on or prior to the applicable
Filing Deadline, (ii) any such Registration Statement has not been
declared effective by the Commission on or prior to the applicable
Effectiveness Deadline, (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 for its intended purpose
without being succeeded within two (2) Business Days by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective within two (2) Business Days of filing such
post-effective amendment to such Registration Statement (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 Liquidated Damages. 
Liquidated Damages shall accrue at an annual rate of 0.25% of the
aggregate principal amount of Transfer Restricted Securities on the date of
such Registration Default commencing on the date of such Registration Default,
payable in cash semi-annually in arrears on each Interest Payment Date.  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, 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 liquidated damages payable with respect to the Transfer Restricted
Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable,
shall cease.


 


All accrued liquidated damages 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 Notes.  Notwithstanding the fact
that any securities for which liquidated damages are due cease to be Transfer
Restricted Securities, all obligations of the Company to pay liquidated damages
with respect to securities shall survive until such time as such obligations
with respect to such securities shall have been satisfied in full.


 


6.                                      Registration
Procedures


 


(a)                                  Exchange Offer Registration
Statement.  In
connection with the Exchange Offer, the Company shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use its
commercially reasonable efforts to effect such exchange and to permit the
resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer
Notes that such Broker-Dealer acquired for its own account as a result of its
market-making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply
with all of the following provisions:


 


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(i)                                     As a condition
to its participation in the Exchange Offer, 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 Exchange Offer, a written representation to the Company (which may be
contained in the letter of transmittal contemplated by the 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 Exchange Notes to be issued in the Exchange Offer and (C) it
is acquiring the Exchange Notes in its ordinary course of business.  As a condition to its participation in the
Exchange Offer each Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes shall acknowledge and agree that, if the
resales are of Exchange Notes obtained by such Holder in exchange for Notes
acquired directly from the Company or an Affiliate thereof, it (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, and (2) must
comply with the registration and prospectus delivery requirements of the Act in
connection with a secondary resale transaction and that such a secondary resale
transaction must be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K.


 


(ii)                                  Prior to
effectiveness of the Exchange Offer Registration Statement, if the Commission
so requests, the Company shall provide a supplemental letter to the Commission (A) stating
that the Company is registering the Exchange Offer in reliance on the position
of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan
Stanley and Co., Inc. (available June 5, 1991), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993, and (B) including a representation that the Company has not entered
into any arrangement or understanding with any Person to distribute the
Exchange Notes to be received in the Exchange Offer and that, to the best of
the Company’s information and belief, each Holder participating in the Exchange
Offer is acquiring the Exchange Notes in its ordinary course of business and
has no arrangement or understanding with any Person to participate in the
distribution of the Exchange Notes received in the Exchange Offer.


 


(b)                                 Shelf Registration Statement.


 


(i)                                     In connection
with the Shelf Registration Statement, the Company shall comply with all
applicable provisions of Section 6(c) below and use its commercially
reasonable efforts 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 (as indicated in the information
furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the 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, and


 


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(ii)                                  issue, upon the
request of any Holder or purchaser of Notes covered by any Shelf Registration
Statement contemplated by this Agreement, Exchange Notes having an aggregate
principal amount equal to the aggregate principal amount of Notes sold pursuant
to the Shelf Registration Statement and surrendered to the Company for cancellation;
the Company shall register Exchange Notes on the Shelf Registration Statement
for this purpose and issue the Exchange Notes to the purchaser(s) of
securities subject to the Shelf Registration Statement in the names such purchaser(s) shall
designate.


 


(c)                                  General Provisions.  In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:


 


(i)                                     use its
commercially reasonable efforts 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 an untrue statement of material fact or omit to state any material fact
necessary to make the statements therein not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company shall file promptly an
appropriate amendment to such Registration Statement curing such defect, and,
if Commission review is required, use its commercially reasonable efforts to
cause such amendment to be declared effective as soon as practicable;


 


(ii)                                  prepare and
file with the Commission such amendments and post-effective amendments to the
applicable Registration Statement as may be necessary to keep such Registration
Statement effective for the applicable period set forth in Section 3 or 4
hereof, as the case may be; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
under the Act in a timely manner; and comply with the provisions of the 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 each
Holder promptly and, if requested by such 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 applicable
Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments
to the 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 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 that requires the making of any additions
to or changes in the Prospectus in order to make the statements therein, in the
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 its commercially reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time;


 


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(iv)                              subject to Section 6(c)(i),
if any fact or event contemplated by Section 6(c)(iii)(D) above shall
exist or have occurred, prepare a supplement or post-effective 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, in the light of the
circumstances under which they were made, not misleading;


 


(v)                                 furnish to each
Holder in connection with such exchange or sale, 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
reasonable review and comment of such Holders in connection with such sale, if
any, for a period of at least two (2) 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 such Holders shall reasonably
object within two (2) Business Days after the receipt thereof;


 


(vi)                              make available,
at reasonable times, for inspection by each Holder and any attorney or
accountant retained by such Holders, all financial and other records, pertinent
corporate documents of the Company and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such
Holder, attorney or accountant in connection with such Registration Statement
or any post-effective amendment thereto subsequent to the filing thereof and
prior to its effectiveness; provided, however, that such persons
shall first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such Persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) disclosure of such information
is required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of such Registration Statement or
the use of any Prospectus), (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to
safeguard such information by such person or (iv) such information becomes
available to such person from a source other than the Company and its
subsidiaries and such source is not known, after due inquiry, by the relevant
Holder to be bound by a confidentiality agreement; provided  further,
that the foregoing investigation shall be coordinated on behalf of the Holders
by one representative designated by and on behalf of such Holders and any such
confidential information shall be available from such representative to such
Holders so long as any Holder agrees to be bound by such confidentiality
agreement;


 


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(vii)                           if requested by
any Holder in connection with such exchange or sale, promptly include in any
Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Holders may reasonably
request to have included therein, including, without limitation, information
relating to the “Plan of Distribution” of the Transfer Restricted Securities;
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;


 


(viii)                        furnish to each
Holder in connection with such exchange or sale, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by reference);


 


(ix)                                deliver to each
Holder without charge, as many copies of the Prospectus (including each
preliminary prospectus and Issuer FWP) and any amendment or supplement thereto
as such Persons reasonably may request; and hereby consent to the use (in
accordance with law) of the Prospectus and any amendment or supplement thereto
by each selling Holder in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;


 


(x)                                   upon the
request of any Holder, enter into such agreements (including underwriting
agreements) 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 applicable
Registration Statement contemplated by this Agreement as may be reasonably
requested by any Holder in connection with any sale or resale pursuant to any
applicable Registration Statement.  In
such connection, the Company shall:


 


(A)                              upon request of
any Holder, furnish (or in the case of paragraphs (2) and (3), use its
commercially reasonable efforts to cause to be furnished) to the Holders, upon
Consummation of the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement, as the case may be:


 


(1)                                  a certificate, dated such date, signed on behalf of the Company by (x) the President or
any Executive Vice President and (y) a principal
financial or accounting officer of the Company, confirming, as of the date
thereof, the matters set forth in Sections 7(d)-(f) of
the Purchase Agreement and such other similar matters as such Holders may reasonably
request;


 


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(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
matters customarily covered in opinions requested in similar sales of
securities or underwritten offerings;


 


(3)                                  a customary comfort letter,
dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness
of the 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 to underwriters in connection with similar
underwritten offerings; and


 


(B)                                deliver such
other documents and certificates as may be reasonably requested by the selling
Holders to evidence compliance with the matters covered in clause (A) above
and with any customary conditions contained in the any agreement entered into
by the Company pursuant to this clause (x);


 


(xi)                                prior to any
public offering of Transfer Restricted Securities,
cooperate with the selling Holders and their 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 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 now 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 now so subject;


 


(xii)                             in connection
with any sale of Transfer Restricted Securities that will result in such
securities no longer being Transfer Restricted Securities, cooperate with the
Holders to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and to register such Transfer Restricted Securities in
such denominations and such names as the selling Holders may request at least
two (2) Business Days prior to such sale of Transfer Restricted
Securities;


 


(xiii)                          use its
commercially reasonable efforts to cause the disposition of the Transfer
Restricted Securities covered by the 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 to consummate the disposition
of such Transfer Restricted Securities, subject to the proviso contained in
clause (xi) above;


 


11

















 


(xiv)                         provide a CUSIP
number for all Transfer Restricted Securities not later than the effective date
of a 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 Depository Trust Company;


 


(xv)                            otherwise use
its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders with regard to any applicable Registration Statement, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) covering a twelve-month period beginning after the
effective date of the Registration Statement (as such term is defined in
paragraph (c) of Rule 158 under the Act);


 


(xvi)                         cause the
Indenture to be qualified under the TIA 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 TIA; and execute and use its commercially
reasonable efforts 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; and


 


(xvii)                      provide
promptly to each Holder, upon request, each document filed with the Commission
pursuant to the requirements of Section 13 or Section 15(d) of
the Exchange Act.


 


(d)                                 Restrictions On Holders.  Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or
any notice from the Company of the existence of any fact of the kind described
in Section 6(c)(iii)(D) hereof (in each case, 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)(iv) 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 hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder’s
possession which have been replaced by the Company with more recently dated
Prospectuses 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 were current
at the time of receipt of the 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 a number of days equal to the number of days
in the period from and including the date of delivery of the Suspension Notice
to the date of delivery of the Recommencement Date.


 


12

















 


7.                                      Registration
Expenses


 


(a)                                  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; (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 reasonable fees and
disbursements of counsel for the Company and, subject to the limitations set
forth in Section 7(b), the Holders of Transfer Restricted Securities; (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 hereof; and (vi) all reasonable 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.


 


(b)                                 In connection with any
Registration Statement required by this Agreement (including, without
limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company will reimburse the Initial Purchasers and
the Holders of Transfer Restricted Securities who are tendering Notes in the
Exchange Offer and/or selling or reselling Notes or Exchange Notes pursuant to
the “Plan of Distribution” section contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Cahill Gordon & Reindel LLP, unless another
firm shall be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is
being prepared.


 


8.                                      Indemnification


 


(a)                                  The Company agrees to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15
of the Act or Section 20 of the Exchange Act), from and against any and
all losses, claims, damages, liabilities, judgments, caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus, Issuer FWP or Prospectus (or
any amendment or supplement thereto) provided by the Company to any Holder or
any prospective purchaser of Exchange Notes or registered Notes, or caused by
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 or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders
furnished in writing to the Company by any of the Holders.


 


13

















 


(b)                                 Each Holder of Transfer
Restricted Securities agrees, severally and not jointly, to indemnify and hold
harmless the Company and its directors and officers, and each person, if any,
who controls (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act) the Company, to the same extent as the foregoing indemnity
from the Company set forth in Section (a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement.  In no event shall any Holder, its directors, officers
or any Person who controls such Holder be liable or responsible for any amount
in excess of the amount by which the total amount received by such Holder with
respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that
such Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


(c)                                  In case any action shall be
commenced involving any person in respect of which indemnity may be sought
pursuant to Section 8(a) or 8(b) (the “Indemnified Party”),
the Indemnified Party shall promptly notify the person against whom such
indemnity may be sought (the “Indemnifying Party”) in writing and the
Indemnifying Party shall assume the defense of such action, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses of such counsel, as incurred (except that in the case
of any action in respect of which indemnity may be sought pursuant to both
Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder).  Any Indemnified Party shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of the Indemnified Party unless (i) the employment of such counsel
shall have been specifically authorized in writing by the Indemnifying Party, (ii) the
Indemnifying Party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the Indemnified Party or (iii) the
named parties to any such action (including any impleaded parties) include both
the Indemnified Party and the Indemnifying Party, and the Indemnified Party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those available
to the Indemnifying Party (in which case the Indemnifying Party shall not have
the right to assume the defense of such action on behalf of the Indemnified
Party).  In any such case, the
Indemnifying Party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to one
separate firm of local counsel in each such jurisdiction) for all Indemnified
Parties and all such fees and expenses shall be reimbursed as they are
incurred.  Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company, in the case of parties
indemnified pursuant to Section 8(b). 
The Indemnifying Party shall indemnify and hold harmless the Indemnified
Party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action (i) effected with its
written consent or (ii) effected without its written consent if the
settlement is entered into more than forty (40) Business Days after the
Indemnifying Party shall have received a request from the Indemnified Party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the Indemnifying Party) and, prior to the
date of such settlement, the Indemnifying Party shall have failed to comply
with such reimbursement request.  No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the Indemnified Party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the Indemnified
Party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the Indemnified Party from all liability on claims
that are or could have been the subject matter of such action and (ii) does
not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of the Indemnified Party.


 


14

















 


(d)                                 To the extent that the
indemnification provided for in this Section 8 is unavailable to an
Indemnified Party in respect of any losses, claims, damages, liabilities or
judgments referred to therein, then each 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 or judgments (i) 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 their sale of Transfer Restricted Securities
or (ii) if the allocation provided by clause 8(d)(i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company, on the one hand, and of the Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations.  The
relative fault of the Company, on the one hand, and of the Holder, on the other
hand, 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, on the one hand, or by the Holder, on the other hand, 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 and judgments referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c), 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 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 the immediately preceding
paragraph.  The amount paid or payable by
an Indemnified Party as a result of the losses, claims, damages, liabilities or
judgments 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 matter, including any action that could have
given rise to such losses, claims, damages, liabilities or judgments.  Notwithstanding the provisions of this Section 8,
no Holder, its directors, its officers or any Person, if any, who controls such
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total received by such Holder with respect to the
sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds
(i) the amount paid by such Holder for such Transfer Restricted Securities
and (ii) 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 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 Holder hereunder and not joint.


 


15
















 


9.                                      Rule 144A
and Rule 144


 


The Company 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, upon request of any Holder, to such Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the 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.


 


10.                               Miscellaneous


 


(a)           Remedies.  The
Liquidated Damages contemplated hereby shall be the exclusive remedy available
to Holders of Transfer Restricted Securities for any failure by the Company to
comply with the registration requirements of this Agreement.


 


(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)           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 (excluding Transfer Restricted Securities held by the
Company or its Affiliates).  
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted 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 subject to such
Exchange Offer.


 


(d)           Third Party Beneficiary. 
The Holders shall be third party beneficiaries to the agreements made
hereunder between the Company, 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 they may deem such enforcement necessary or advisable to protect
their rights.


 


16

















 


(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:


 


Alliance HealthCare Services, Inc.

100 Bayview Circle, Suite 400

Newport Beach, CA 92660

Telecopier No.:  (949) 242-5300

Attention:  General Counsel


 


With a copy to:


 


Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, CA 94111


Telecopier No.: (415) 395-8095

Attention:  Keith Benson, Esq.


 


All such notices and communications shall be deemed
to have been duly given:  at the time
delivered by hand, if personally delivered; five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed; 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,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms hereof
or 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 held 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.


 


17

















 


(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.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile, email or
other electronic means shall be effective as delivery of a manually executed
counterpart of this 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 CONFLICT OF LAW PRINCIPLES THAT WOULD
RESULT IN THE APPLICATION OF ANY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW
YORK.


 


(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.


 


(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 with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.  


 


18

















 


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


 


	
   

  	
  ALLIANCE
  HEALTHCARE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eli H. Glovinsky

  
	
   

  	
  Name:

  	
  Eli
  H. Glovinsky

  
	
   

  	
  Title:

  	
  Executive Vice President, General Counsel and
  Secretary

  
				



 


S-1

















 


The
foregoing Agreement is hereby confirmed and accepted as of the date first above
written.


 


DEUTSCHE
BANK SECURITIES INC.


 


Acting
on behalf of itself and as a representative of the several Initial Purchasers


 


 


BY:  DEUTSCHE BANK SECURITIES
INC.


 


 


	
  By:

  	
  /s/ Martin Arzac

  	
   

  
	
   

  	
  Name:

  	
  Martin Arzac

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William Frauen

  	
   

  
	
   

  	
  Name:

  	
  William Frauen

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


 


MORGAN
STANLEY & CO. INCORPORATED


 


Acting
on behalf of itself and as a representative of the several Initial Purchasers


 


 


BY:  MORGAN STANLEY & CO. INCORPORATED


 


	
  By:

  	
  /s/ Peter Zippelius

  	
   

  
	
   

  	
  Name:

  	
  Peter Zippelius

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


BARCLAYS
CAPITAL INC.


 


Acting
on behalf of itself and as a representative of the several Initial Purchasers


 


 


BY:  BARCLAYS CAPITAL INC.


 


	
  By:

  	
  /s/ Tami Kidd

  	
   

  
	
   

  	
  Name:

  	
  Tami Kidd

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 


S-2

















 


SCHEDULE I


 


Initial
Purchasers


 


Deutsche
Bank Securities Inc.


Morgan
Stanley & Co. Incorporated


Barclays
Capital Inc.


SunTrust
Robinson Humphrey, Inc.

Mitsubishi UFJ Securities (USA), Inc.