exv4w4






Exhibit 4.4






REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November
22, 2010, is by and among HCA Holdings, Inc., a Delaware corporation (the “Company”),
Hercules Holding II, LLC, a Delaware limited liability company (“Holdings”) and each of the
other parties hereto. Each of the Persons listed on the signature pages hereto (other than the
Company, HCA Inc. and Holdings), each Senior Manager and any Person who becomes a party hereto
pursuant to Section 12(c) are referred to individually as an “Investor” and together as the
“Investors”.



          WHEREAS, Holdings and the Investors are parties to that certain Amended and Restated Limited
Liability Company Agreement, dated as of November 17, 2006, as the same may hereafter be amended
from time to time (the “LLC Agreement”);




          WHEREAS, in connection with the entry into the LLC Agreement and the closing of the
transactions contemplated by the Agreement and Plan of Merger, dated as of July 24, 2006, by and
among HCA Inc., Holdings and Hercules Acquisition Corporation, HCA Inc. and the Investors entered
into a Registration Rights Agreement (the “Original Agreement”), dated as of November 17,
2006 to provide the Investors with certain registration rights with respect to the common stock of
HCA Inc.;




          WHEREAS, Section 10 of the Original Agreement provides that HCA Inc. is required to cause an
Alternative IPO Entity (as defined in the Original Agreement) to enter into an agreement with the
Investors that provides the Investors with registration rights with respect to the equity
securities of the Alternative IPO Entity that are no less favorable in the aggregate to the
registration rights provided to the Investors pursuant to the Original Agreement;




          WHEREAS, HCA Inc. is party to a Merger Agreement, dated as of November 22, 2010 pursuant to
which HCA Inc. will create a holding company structure by merging HCA Merger Sub LLC (a newly
formed wholly owned subsidiary of the Company, a newly formed wholly owned subsidiary of HCA Inc.)
with and into HCA Inc. (the “Merger”), with HCA Inc. being the surviving corporation and a
wholly owned subsidiary of the Company; and




          WHEREAS, the parties hereto desire to enter into this Agreement to satisfy the requirements of
Section 10 of the Original Agreement.




          NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:




     Section 1. Definitions. As used in this Agreement, the following terms shall have the
following meanings, and terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the LLC Agreement:



 









 





          “Bain Investor” shall mean Bain Capital Integral Investors 2006, LLC, BCIP TCV, LLC,
Bain Capital Hercules Investors, LLC and their Permitted Transferees, in each case, that from time
to time hold any direct or indirect interest in the Company.




          “Common Stock” shall mean all shares hereafter authorized of any class of common stock
of the Company which has the right (subject always to the rights of any class or series of
preferred stock of the Company) to participate in the distribution of the assets and earnings of
the Company without limit as to per share amount.




          “Demand Notice” shall have the meaning set forth in Section 2(a) hereof.




          “Demand Registration” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any
successor statute thereto and the rules and regulations of the SEC promulgated thereunder.




          “Family Investor” means, as of any date, any of the individuals or entities identified
in Exhibit A to the LLC Agreement and their respective Permitted Transferees that from time to time
hold any direct or indirect interest in the Company and/or HCA.




          “Family Member” shall mean, with respect to any natural Person, (i) any family member
(including any child, stepchild, grandchild or more remote issue, parent, stepparent, grandparent,
spouse, former spouse, domestic partner, sibling, child of sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, sister-in-law, cousin and adoptive relationships) or
heir, legatee, beneficiary, devisee or estate of such Family Member or (ii) any foundation, trust,
family limited partnership, family limited liability company or other entity created and used for
estate planning purposes, so long as any such foundation, trust, family limited partnership, family
limited liability company or other entity is controlled by, for the benefit of, or owned by one or
more Persons described in clause (i) and/or clause (ii).




          “Family Representative” means Frisco Inc. and Frisco Partners or such other natural
person or entity as may be designated to act as such, and notified to the Company in writing, by
Frisco Inc. and Frisco Partners.




          “KKR Investor” shall mean KKR Millennium Fund L.P., KKR PEI Investments, L.P., KKR
2006 Fund L.P., KKR Partners III, L.P., OPERF Co-Investment LLC, 8 North America Investor L.P. and
their respective Permitted Transferees, in each case, that from time to time hold any direct or
indirect interest in the Company.




          “Losses” shall have the meaning set forth in Section 7 hereof.




          “Management Stockholder’s Agreement” shall mean the Management Stockholder’s Agreement
dated as of November 17, 2006, among the Company and certain members of senior management of the
Company and any other substantially similar Management Stockholder’s Agreement subsequently entered
into among the Company and any employee of the Company, in each case as amended from time to time.







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          “MLGPE Investor” shall mean ML Global Private Equity Fund, L.P., Merrill Lynch
Ventures L.P. 2001, ML HCA Co-Invest, L.P. and their respective Permitted Transferees, in each
case, that from time to time hold any direct or indirect interest in the Company.




          “Permitted Transferee” shall have the meaning set forth in the LLC Agreement.




          “Person” shall mean any natural person, corporation, limited partnership, general
partnership, limited liability company, joint stock company, joint venture, association, company,
estate, trust, bank trust company, land trust, business trust, or other organization, whether or
not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a
representative capacity and any government or agency or political subdivision thereof.




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




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




          “Public Offering” shall mean the sale of Common Stock to the public pursuant to an
effective registration statement (other than a registration statement on Form S-4 or Form S-8 or
any similar or successor form) filed under the Securities Act or any comparable law or regulatory
scheme of any foreign jurisdiction.




          “Proceeding” shall mean an action, claim, suit, arbitration or proceeding (including,
without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or threatened.




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




          “Qualified Holder” shall mean any of the Bain Investor, the Family Investor, the KKR
Investor and the MLGPE Investor; provided that each of the foregoing Investors shall cease
to be a Qualified Holder when such Investor is no longer entitled to designate a manager to the
Board of Holdings pursuant to the LLC Agreement, other than for purposes of delivering a Demand
Notice relating to an initial Public Offering pursuant to Section 2(a) and all matters related to
such registration, in which case the foregoing Investors shall not be considered a Qualified Holder
if they are no longer entitled to designate two managers to the Board of Holdings pursuant to the
LLC Agreement.




          “Registrable Securities” shall mean all shares of Common Stock held directly or
indirectly by a Registration Rights Holder (including (i) any shares of Common Stock held
indirectly by a Registration Rights Holder through Holdings and (ii) any shares of Common Stock
issuable upon exercise of an Option (as defined in the Management Stockholder’s Agreement) held by
a Registration Rights Holder to the extent then exercisable)). As to any


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particular Registrable Securities, once issued such securities shall cease to be Registrable
Securities when (i) they are sold pursuant to an effective Registration Statement under the
Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they shall have ceased to be
outstanding or (iv) they have been sold in a private transaction in which the transferor’s rights
under this Agreement are not assigned to the transferee of the securities. No Registrable
Securities may be registered under more than one Registration Statement at any one time.




          “Registration Rights Holder” shall mean, each of the Investors, any employee party to
a Management Stockholder’s Agreement (but only to the extent that such employee is entitled to
registration rights thereunder), and any other person entitled to incidental or piggyback
registration rights pursuant to an agreement with the Company.




          “Registration Statement” shall mean any registration statement of the Company under
the Securities Act which permits the public offering of any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.




          “Requisite Investors” shall mean (i) prior to the third anniversary of an initial
Public Offering of the Company, any three of the Bain Investor, the Family Investor, the KKR
Investor and the MLGPE Investor; provided that if any one of the foregoing Investor Groups
shall cease to be a Qualified Holder, then Requisite Investors shall mean, any two of the remaining
foregoing Investor Groups provided that they are Qualified Holders; provided
further, if more than one of the foregoing Investor Groups shall cease to be a Qualified
Holder, then, except as specifically provided herein, the term “Requisite Investors” shall mean one
or more Investor Groups holding in the aggregate more than (A) with respect to an initial Public
Offering of the Company, 10% of the shares of Common Stock (including indirect holdings through
Holdings) and (B) thereafter, 5% of the shares of Common Stock (including indirect holdings through
Holdings) and (ii) after the third anniversary of an initial Public Offering of the Company, except
as specifically provided herein, one or more Investor Groups holding in the aggregate more than 5%
of the shares of Common Stock (including indirect holdings through Holdings).




          “Rule 144” shall mean Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC.




          “SEC” shall mean the Securities and Exchange Commission or any successor agency having
jurisdiction under the Securities Act.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and any successor
statute thereto and the rules and regulations of the SEC promulgated thereunder.




          “Senior Manager” shall have the meaning given thereto in the Management Stockholders
Agreement.




          “Sponsor Investors” shall mean, collectively, the Bain Investor, the KKR Investor and
the MLGPE Investor.







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          “underwritten registration or underwritten offering” shall mean a registration
in which securities of the Company are sold to an underwriter for reoffering to the public.




          Where this Agreement provides for the vote, consent or approval of the Bain Investor, the KKR
Investor or the MLGPE Investor, each such group’s vote, consent or approval shall be deemed to be
given if approved by members of such group holding a majority of the Units then held by all members
of such group. Where this Agreement provides for the vote, consent or approval of the Family
Investor, the Family Investor’s vote, consent or approval shall be deemed to be given if approved
by each of the Family Representatives. Each Registration Rights Holder shall be deemed, for
purposes hereunder, to be a holder of (i) a percentage of the number of shares of Common Stock held
by Holdings equal to the percentage of the total “Units” issued by Holdings held by such
Registration Rights Holder, and (ii) any shares of common stock of HCA Inc held by such
Registration Rights Holder.




     Section 2. Demand Registrations.



               (a) Requests for Registration. Subject to the following paragraphs of this Section
2(a), the Requisite Investors shall have the right by delivering a written notice to the Company (a
“Demand Notice”) to require the Company to register, pursuant to the terms of this
Agreement under and in accordance with the provisions of the Securities Act, the number of
Registrable Securities requested to be so registered pursuant to the terms of this Agreement and,
in the case of an initial Public Offering, a number of shares of Common Stock specified by such
group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand
Registration”); provided, however, that a Demand Notice may only be made if the
sale of the Registrable Securities requested to be registered by such group of Requisite Investors
and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock
specified by such group of Requisite Investors to be issued in the initial Public Offering is
reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without
regard to any underwriting discount or commission). Following receipt of a Demand Notice for a
Demand Registration, the Company shall use its reasonable best efforts to file a Registration
Statement as promptly as practicable, but not later than 60 days after such Demand Notice (in the
case of an initial Public Offering), and 30 days after such Demand Notice (in the case of any
Public Offering other than an initial Public Offering), and shall use its reasonable best efforts
to cause such Registration Statement to be declared effective under the Securities Act as promptly
as practicable after the filing thereof.



          No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the
Registration Statement relating thereto (i) does not become effective (ii) is not maintained
effective for the period required pursuant to this Section 2, or (iii) the offering of the
Registrable Securities pursuant to such Registration Statement is subject to a stop order,
injunction or similar order or requirement of the SEC during such period in which case such
requesting holder of Registrable Securities shall be entitled to an additional Demand Registration,
as the case may be, in lieu thereof.




          Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written
notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities
and shall, subject to the provisions of Section 2(b) hereof, include in such registration


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all Registrable Securities with respect to which the Company received written requests for
inclusion therein within 15 days after such Notice is given by the Company to such holders.




          Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by
the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for
purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the
Investors (including indirect holdings through Holdings)), in connection with a Demand Notice for
an initial Public Offering, the Company shall not be required to deliver any Demand Notice or
Piggyback Notice nor include in such registration any Registrable Securities if the initial Public
Offering involves only a primary offering of the Common Stock in which none of the Family Investor
or the Sponsor Investors are selling shares of Common Stock beneficially owned by them.




          All requests made pursuant to this Section 2 will specify the number of Registrable Securities
to be registered and/or, in the case of an initial Public Offering, the number of shares of Common
Stock to be issued and the intended methods of disposition thereof.




          The Company shall be required to maintain the effectiveness of the Registration Statement with
respect to any Demand Registration for a period of at least 270 days after the effective date
thereof or such shorter period in which all Registrable Securities included in such Registration
Statement have actually been sold.




               (b) Priority on Demand Registration.




     (i) Initial Public Offering. If any of the Registrable Securities
registered pursuant to a Demand Registration in connection with an initial Public
Offering are to be sold in a firm commitment underwritten offering, and the managing
underwriter or underwriters advise the holders of such securities in writing that in
its view the total number or dollar amount of Registrable Securities proposed to be
sold in such offering is such as to adversely affect the success of such offering
(including, without limitation, securities proposed to be included by other holders
of securities entitled to include securities in such Registration Statement pursuant
to incidental or piggyback registration rights), then there shall be included in
such firm commitment underwritten offering the number or dollar amount of
Registrable Securities that in the opinion of such managing underwriter can be sold
without adversely affecting such offering, and such number of Registrable Securities
shall be allocated as follows (unless the underwriters require a different
allocation):




          (A) first, among the Sponsor Investors, the Family Investor, 2006 Co-Investment
Portfolio, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., StepStone
Capital Partners II Onsore, L.P., StepStone Capital Partners II Cayman Holdings, L.P.,
Banc of America Capital Investors, L.P., Banc of America Capital Investors V, L.P. and
any other holder of Registrable Securities entitled to exit with the Sponsor Investors
and the Family Investor in a Demand Registration pro rata on the basis of the percentage
of the Registrable Securities owned directly or indirectly



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by each such Investor or other Person relative to the number of Registrable
Securities owned directly or indirectly by all such Persons;




          (B) second, among the other holders of Registrable Securities on the basis of the
percentage of the Registrable Securities owned directly or indirectly by each such
Investor or other Person pro rata relative to the number of Registrable Securities owned
directly or indirectly by all such Persons; and




          (C) third, the securities for which inclusion in such Demand Registration, was
requested by the Company.




     (ii) Subsequent Public Offerings. If any of the Registrable Securities
registered pursuant to a Demand Registration other than in connection with an
initial Public Offering are to be sold in a firm commitment underwritten offering,
and the managing underwriter or underwriters advise the holders of such securities
in writing that in its view the total number or dollar amount of Registrable
Securities proposed to be sold in such offering is such as to adversely affect the
success of such offering (including, without limitation, securities proposed to be
included by other holders of securities entitled to include securities in such
Registration Statement pursuant to incidental or piggyback registration rights),
then there shall be included in such firm commitment underwritten offering the
number or dollar amount of Registrable Securities that in the opinion of such
managing underwriter can be sold without adversely affecting such offering, and such
number of Registrable Securities shall be allocated as follows (unless the
underwriters require a different allocation):




          (A) first, among the holders of Registrable Securities on the basis of the
percentage of the Registrable Securities owned directly or indirectly by each such
Investor or other Person pro rata relative to the number of Registrable Securities owned
directly or indirectly by all such Persons; and




          (B) second, the securities for which inclusion in such Demand Registration, as the
case may be, was requested by the Company.



     For purposes of any underwriter cutback, all Registrable Securities held by any Investor
(other than a Family Investor) shall also include any Registrable Securities held by the partners,
retired partners, shareholders or affiliates of such holder, or the estates and family members of
any such holder or such partners and retired partners, any trusts for the benefit of any of the
foregoing persons and, at the election of such holder or such partners, retired partners, trusts or
affiliates, any charitable organization, in each case to which any of the foregoing shall have
distributed, transferred or contributed Common Stock prior to the execution of the underwriting
agreement in connection with such underwritten offering; provided that such distribution,
transfer or contribution occurred not more than 90 days prior to such execution, and such holder
and other persons shall be deemed to be a single selling holder, and any pro rata reduction with
respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by
all entities and individuals included in such selling holder, as defined in this sentence.



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No securities excluded from the underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration.



     For purposes of any underwriter cutback, all Registrable Securities held by any Family
Investor shall also include any Registrable Securities held by the estates and family members of
any such Family Investor, any trusts for the benefit of any of the foregoing persons and, at the
election of such Family Investor, any charitable organization, in each case to which any of the
foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of
the underwriting agreement in connection with such underwritten offering provided that such
distribution, transfer or contribution occurred not more than 90 days prior to such execution, and
such holder and other persons shall be deemed to be a single selling holder, and any pro rata
reduction with respect to such selling holder shall be based upon the aggregate amount of Common
Stock owned by all entities and individuals included in such selling holder, as defined in this
sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration.



               (c) Postponement of Demand Registration. The Company shall be entitled to postpone
(but not more than once in any 12-month period), for a reasonable period of time not in excess of
60 days, the filing of a Registration Statement if the Company delivers to the holders requesting
registration a certificate signed by both the president and chief financial officer of the Company
certifying that, in the good faith judgment of the board of directors of the Company, such
registration and offering would reasonably be expected to materially adversely affect or materially
interfere with any bona fide material financing of the Company or any material
transaction under consideration by the Company or would require disclosure of information that has
not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of
which would materially adversely affect the Company. Such certificate shall contain a statement of
the reasons for such postponement and an approximation of the anticipated delay. The holders
receiving such certificate shall keep the information contained in such certificate confidential
subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing
of a Registration Statement, the Requisite Investors (which, if there are not more than two
Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the
Registrable Securities to be included in such registration statement) shall have the right to
withdraw the request for registration by giving written notice to the Company within 20 days of the
anticipated termination date of the postponement period, as provided in the certificate delivered
to the holders.



               (d) Cancellation of Demand Registration. Holders of a majority of the Registrable
Securities which are to be registered in a particular offering pursuant to this Section 2 shall
have the right to notify the Company that they have determined that the registration statement be
abandoned or withdraw, in which event the Company shall abandon or withdraw such registration
statement.



     Section 3. Piggyback Registration.



               (a) Right to Piggyback. Except with respect to a Demand Registration, the procedures
for which are addressed in Section 2, if the Company proposes to file a registration statement
under the Securities Act with respect to an offering of Common



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Stock whether or not for sale for its own account (other than a registration statement (i) on
Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an
exchange offer or any employee benefit or dividend reinvestment plan, then, each such time), the
Company shall give prompt written notice of such proposed filing at least twenty (20) days before
the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable
Securities. The Piggyback Notice shall offer such holders the opportunity to include in such
registration statement the number of Registrable Securities as each such holder may request (a
“Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in
each such Piggyback Registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within fifteen (15) days after notice has been
given to the applicable holder. The eligible holders of Registrable Securities shall be permitted
to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at
least two business days prior to the effective date of such Piggyback Registration. The Company
shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback
Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii)
consummation of the distribution by the holders of the Registrable Securities included in such
Registration Statement.



               Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by
the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for
purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the
Investors (including indirect holdings through Holdings)), in connection with an initial Public
Offering the Company shall not be required to deliver a Piggyback Notice nor include in such
registration any Registrable Securities if the initial Public Offering involves only a primary
offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are
selling shares of Common Stock beneficially owned by them.



               (b) Priority on Piggyback Registrations. The Company shall use reasonable efforts to
cause the managing underwriter or underwriters of a proposed underwritten offering to permit
holders of Registrable Securities requested to be included in the registration for such offering to
include all such Registrable Securities on the same terms and conditions as any other shares of
capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the
managing underwriter or underwriters of such underwritten offering have informed the Company in
writing that it is their good faith opinion that the total amount of securities that such holders,
the Company and any other Persons having rights to participate in such registration, intend to
include in such offering is such as to adversely affect the success of such offering, then the
amount of securities to be offered for the account of holders of Registrable Securities (other than
the Company) shall be reduced to the extent necessary to reduce the total amount of securities to
be included in such offering to the amount recommended by such managing underwriter or underwriters
by reducing the securities requested to be included by the holders of Registrable Securities
requesting such registration pro rata among such holders based on the number of Registrable
Securities owned directly or indirectly by all such Persons.



               (c) Shelf Take-Downs. At any time that a shelf registration statement covering
Registrable Securities pursuant to Section 2 or this Section 3 is effective, if any holder



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or group of holders of Registrable Securities delivers a notice to the Company (a
“Take-Down Notice”) stating that it intends to effect an underwritten offering of all or
part of its Registrable Securities included by it on the shelf registration statement (a “Shelf
Underwritten Offering”) and stating the number of the Registrable Securities to be included in
the Shelf Underwritten Offering, then, provided that the Committee (as defined in the LLC
Agreement) approves of such Shelf Underwritten Offering, the Company shall amend or supplement the
shelf registration statement as may be necessary in order to enable such Registrable Securities to
be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of
Registrable Securities by any other holders pursuant to this Section 3(c)). In connection with any
Shelf Underwritten Offering:




(i) such proposing holder(s) shall also deliver the Take-Down Notice to all
other holders included on such shelf registration statement and permit each holder
to include its Registrable Securities included on the shelf registration statement
in the Shelf Underwritten Offering if such holder notifies the proposing holders and
the Company within five business days after delivery of the Take-Down Notice to such
holder; and




(ii) in the event that the underwriter determines that marketing factors (including
an adverse effect on the per share offering price) require a limitation on the
number of shares which would otherwise be included in such take-down, the
underwriter may limit the number of shares which would otherwise be included in such
take-down offering in the same manner as is described in Section 2(b)(ii) with
respect to a limitation of shares to be included in a registration.



     Section 4. Restrictions on Public Sale by Holders of Registrable Securities; Restrictions
on the Company. Each Investor agrees, in connection with an initial Public Offering, and each
holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant
to a Registration Statement filed pursuant to Section 2 or Section 3 hereof (whether or not such
holder elected to include Registrable Securities in such Registration Statement), if requested
(pursuant to a written notice) by the managing underwriter or underwriters in an underwritten
offering, not to effect any public sale or distribution of any of the Company’s securities (except
as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other
economic arrangement that transfers to another any of the economic consequences of owning the
Common Stock, or to give any Demand Notice during the period commencing on the date of the request
and continuing for not more than 180 days (with respect to an initial Public Offering) or 90 days
after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a
“shelf” registration) pursuant to which such Public Offering shall be made, plus such extension
period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to
address NASD regulations regarding the publishing of research, or such lesser period as is required
by the managing underwriter. Notwithstanding the foregoing, any discretionary waiver or
termination of this lock-up provision by the Company or the underwriters with respect to any of the
Sponsor Investors or the Family Investor shall apply to the other Sponsor Investors and the Family
Investor as well pro rata based upon the number of shares subject to such obligations. The
Coordination Committee shall be responsible for negotiating all “lock-up” agreements with
underwriters and, in addition to the



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foregoing provisions of this Section 4, the Investor and holders of Registrable Securities
agree to execute the form so negotiated.



     If any registration pursuant to Section 2 of this Agreement shall be in connection with any
underwritten Public Offering, the Company will not effect any public sale or distribution of any
common equity (or securities convertible into or exchangeable or exercisable for common equity)
(other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or
(ii) filed solely in connection with an exchange offer or any employee benefit or dividend
reinvestment plan) for its own account, within 90 days (or such shorter periods as the managing
underwriters may agree to with the Coordination Committee) after the effective date of such
registration.



     Section 5. Registration Procedures. If and whenever the Company is required to use
its reasonable best efforts to effect the registration of any Registrable Securities under the
Securities Act as provided in Section 2 and Section 3 hereof, the Company shall effect such
registration to permit the sale of such Registrable Securities in accordance with the intended
method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the
sale of the securities and shall, as expeditiously as possible:



               (a) Prepare and file with the SEC a Registration Statement or Registration Statements on such
form which shall be available for the sale of the Registrable Securities by the holders thereof or
the Company in accordance with the intended method or methods of distribution thereof, and use its
reasonable best efforts to cause such Registration Statement to become effective and to remain
effective as provided herein (including by means of a shelf registration pursuant to Rule 415 under
the Securities Act if so requested and if the Company is then eligible to use such registration);
provided, however, that before filing a Registration Statement or Prospectus or any
amendments or supplements thereto (including documents that would be incorporated or deemed to be
incorporated therein by reference), the Company shall furnish or otherwise make available to the
Sponsor Investors and the Family Investor who are selling Shares under such Registration Statement,
their counsel and the managing underwriters, if any, copies of all such documents proposed to be
filed, which documents will be subject to the reasonable review and comment of such counsel, and
such other documents reasonably requested by such counsel, including any comment letter from the
SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate
in the preparation of such Registration Statement and each Prospectus included therein and such
other opportunities to conduct a reasonable investigation within the meaning of the Securities Act,
including reasonable access to the Company’s books and records, officers, accountants and other
advisors. The Company shall not file any such Registration Statement or Prospectus or any
amendments or supplements thereto (including such documents that, upon filing, would be
incorporated or deemed to be incorporated by reference therein) with respect to a Demand
Registration to which the holders of a majority of the Registrable Securities held by the Sponsor
Investors and the Family Investor (represented by the Family Representative) who are selling Shares
under such Registration Statement, their counsel, or the managing underwriters, if any, shall
reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such
filing is necessary to comply with applicable law.



11









 





               (b) Prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement continuously
effective during the period provided herein and comply in all material respects with the provisions
of the Securities Act with respect to the disposition of all securities covered by such
Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus
supplement as may be necessary to comply with the provisions of the Securities Act with respect to
the disposition of the securities covered by such Registration Statement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act.



               (c) Notify each selling holder of Registrable Securities and the managing underwriters, if
any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the SEC or any other Federal or state governmental authority for
amendments or supplements to a Registration Statement or related Prospectus or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (iv) if at any time
the representations and warranties of the Company contained in any agreement (including any
underwriting agreement) contemplated by Section 5(o) below cease to be true and correct, (v) of the
receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or
the initiation or threatening of any proceeding for such purpose, and (vi) of the happening of any
event that makes any statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires the making of any changes in such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, not misleading, and that in the case of the Prospectus,
it will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading.



               (d) Use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction
at the reasonably earliest practical date.



               (e) If requested by the managing underwriters, if any, or the holders of a majority of the
then outstanding Registrable Securities being sold in connection with an underwritten offering,
promptly include in a Prospectus supplement or post-effective amendment such information as the
managing underwriters, if any, and such holders may reasonably request in order to permit the
intended method of distribution of such securities and make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the Company has received
such request; provided, however, that the Company shall not be



12









 







required to take any actions under this Section 5(e) that are not, in the opinion of counsel
for the Company, in compliance with applicable law.



               (f) Furnish or make available to each selling holder of Registrable Securities, and each
managing underwriter, if any, without charge, at least one conformed copy of the Registration
Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective
amendment thereto, including financial statements (but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested
in writing by such holder, counsel or underwriter).



               (g) Deliver to each selling holder of Registrable Securities, and the underwriters, if any,
without charge, as many copies of the Prospectus or Prospectuses (including each form of
Prospectus) and each amendment or supplement thereto as such Persons may reasonably request in
connection with the distribution of the Registrable Securities; and the Company, subject to the
last paragraph of this Section 5, hereby consents to the use of such Prospectus and each amendment
or supplement thereto by each of the selling holders of Registrable Securities and the
underwriters, if any, in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any such amendment or supplement thereto.



               (h) Prior to any public offering of Registrable Securities, use its reasonable best efforts to
register or qualify or cooperate with the selling holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Securities
for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United
States as any seller or underwriter reasonably requests in writing and to keep each such
registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and to take any other action that may be
necessary or advisable to enable such holders of Registrable Securities to consummate the
disposition of such Registrable Securities in such jurisdiction; provided, however,
that the Company will not be required to (i) qualify generally to do business in any jurisdiction
where it is not then so qualified or (ii) take any action that would subject it to general service
of process in any such jurisdiction where it is not then so subject.



               (i) Cooperate with the selling holders of Registrable Securities and the managing
underwriters, if any, to facilitate the timely preparation and delivery of certificates (not
bearing any legends) representing Registrable Securities to be sold after receiving written
representations from each holder of such Registrable Securities that the Registrable Securities
represented by the certificates so delivered by such holder will be transferred in accordance with
the Registration Statement, and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, or holders may request at least two
(2) business days prior to any sale of Registrable Securities in a firm commitment public offering,
but in any other such sale, within ten (10) business days prior to having to issue the securities.



               (j) Use its reasonable best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other



13









 







governmental agencies or authorities within the United States, except as may be required
solely as a consequence of the nature of such selling holder’s business, in which case the Company
will cooperate in all reasonable respects with the filing of such Registration Statement and the
granting of such approvals, as may be necessary to enable the seller or sellers thereof or the
underwriters, if any, to consummate the disposition of such Registrable Securities.



               (k) Upon the occurrence of any event contemplated by Section 5(c)(ii), 5(c)(iii), 5(c)(iv),
5(c)(v) or 5(c)(vi) above, prepare a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus
will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.



               (l) Prior to the effective date of the Registration Statement relating to the Registrable
Securities, provide a CUSIP number for the Registrable Securities.



               (m) Provide and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by such Registration Statement from and after a date not later than the
effective date of such Registration Statement.



               (n) Use its reasonable best efforts to cause all shares (i) to be offered by the Company in
connection with the initial Public Offering to be authorized to be listed on a national securities
exchange and (ii) of Registrable Securities covered by such Registration Statement to be authorized
to be listed on a national securities exchange if shares of the particular class of Registrable
Securities are at that time, or will be immediately following the offering, listed on such
exchange.



               (o) Enter into such agreements (including an underwriting agreement in form, scope and
substance as is customary in underwritten offerings) and take all such other actions reasonably
requested by the holders of a majority of the Registrable Securities being sold in connection
therewith (including those reasonably requested by the managing underwriters, if any) to expedite
or facilitate the disposition of such Registrable Securities, and in such connection, whether or
not an underwriting agreement is entered into and whether or not the registration is an
underwritten registration, (i) make such representations and warranties to the holders of such
Registrable Securities and the underwriters, if any, with respect to the business of the Company
and its subsidiaries, and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, in form, substance
and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the
same if and when requested, (ii) use its reasonable best efforts to furnish to the selling holders
of such Registrable Securities opinions of counsel to the Company and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and counsels to the selling holders of the Registrable Securities),
addressed to each selling holder of Registrable Securities and each of the underwriters, if any,
covering the matters customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such counsel



14









 







and underwriters, (iii) use its reasonable best efforts to obtain “cold comfort” letters and
updates thereof from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or
of any business acquired by the Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement) who have certified the financial
statements included in such Registration Statement, addressed to each selling holder of Registrable
Securities (unless such accountants shall be prohibited from so addressing such letters by
applicable standards of the accounting profession) and each of the underwriters, if any, such
letters to be in customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings, (iv) if an underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures substantially to the
effect set forth in Section 7 hereof with respect to all parties to be indemnified pursuant to said
Section except as otherwise agreed by the Requisite Investors (which, if there are not more than
two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of
the shares of Common Stock held by the Investors (including indirect holdings through Holdings))
and (v) deliver such documents and certificates as may be reasonably requested by the holders of a
majority of the Registrable Securities being sold, their counsel and the managing underwriters, if
any, to evidence the continued validity of the representations and warranties made pursuant to
Section 5(o)(i) above and to evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company. The above shall be done at
each closing under such underwriting or similar agreement, or as and to the extent required
thereunder.



               (p) Make available for inspection by a representative of the selling holders of Registrable
Securities, any underwriter participating in any such disposition of Registrable Securities, if
any, and any attorneys or accountants retained by such selling holders or underwriter, at the
offices where normally kept, during reasonable business hours, all financial and other records,
pertinent corporate documents and properties of the Company and its subsidiaries, and cause the
officers, directors and employees of the Company and its subsidiaries to supply all information in
each case reasonably requested by any such representative, underwriter, attorney or accountant in
connection with such Registration Statement; provided, however, that any
information that is not generally publicly available 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, (ii) disclosure of such information, in the opinion of counsel to
such Person, is required by law, (iii) disclosure of such information, in the opinion of counsel,
to such Person is necessary or advisable to defend such Person in any litigation relating to any
such disposition or proposed disposition of Registrable Securities or (iv) such information
becomes generally available to the public other than as a result of a disclosure or failure to
safeguard by such Person. In the case of a proposed disclosure pursuant to (i), (ii) or (iii)
above, such Person shall be required to give the Company written notice of the proposed disclosure
prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent
or limit the proposed disclosure. Without limiting the foregoing, no such information shall be
used by such Person as the basis for any market transactions in securities of the Company or its
subsidiaries in violation of law.



               (q) Cause its officers to use their reasonable best efforts to support the marketing of the
Registrable Securities covered by the Registration Statement (including,



15









 







without limitation, participation in “road shows”) taking into account the Company’s business
needs.



               (r) Cooperate with each seller of Registrable Securities and each underwriter or agent
participating in the disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD; and



               (s) Otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as reasonably
practicable (but not more than 18 months) after the effective date of the registration statement,
an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act.



          The Company may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Company in writing such information required in connection with
such registration regarding such seller and the distribution of such Registrable Securities as the
Company may, from time to time, reasonably request in writing and the Company may exclude from such
registration the Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request.




          Each holder of Registrable Securities agrees if such holder has Registrable Securities covered
by such Registration Statement that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), 5(c)(v) or 5(c)(vi)
hereof, such holder will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus until such holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until it is advised in
writing by the Company that the use of the applicable Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated or deemed to be incorporated
by reference in such Prospectus; provided, however that the Company shall extend
the time periods under Section 2 with respect to the length of time that the effectiveness of a
Registration Statement must be maintained by the amount of time the holder is required to
discontinue disposition of such securities.




     Section 6. Registration Expenses. All reasonable fees and expenses incident to the
performance of or compliance with this Agreement by the Company (including, without limitation, (i)
all registration and filing fees (including, without limitation, fees and expenses (A) with respect
to filings required to be made with the National Association of Securities Dealers, Inc. and (B) of
compliance with securities or Blue Sky laws, including, without limitation, any fees and
disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the
Registrable Securities pursuant to Section 5(h)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company and of printing Prospectuses if the printing of
Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of
the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and
delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v)
expenses of the Company incurred in connection with any road show, (vi) fees and



16









 







disbursements of all independent certified public accountants referred to in Section 5(o)(iii)
hereof (including, without limitation, the expenses of any “cold comfort” letters required by this
Agreement) and any other persons, including special experts retained by the Company, and (vii) fees
and disbursements of counsel for each of the Bain Investor, the Family Investor, the KKR Investor
and MLGPE Investors, and, if none of such Investors is participating in the offering, of one
counsel for holders of Registrable Securities whose shares are included in a Registration
Statement, which counsel shall be selected by the Requisite Investors (which, if there are not more
than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than
50% of the shares of to be included in the applicable registration statement) if such Registration
Statement is pursuant to a Demand Registration and otherwise by the holders of a majority of the
Registrable Securities included in such Registration Statement) shall be borne by the Company
whether or not any Registration Statement is filed or becomes effective. In addition, the Company
shall bear all of its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange on which similar securities issued by the Company are then
listed and rating agency fees and the fees and expenses of any Person, including special experts,
retained by the Company.



          The Company shall not be required to pay (i) except as noted above,fees and disbursements of
any counsel retained by any holder of Registrable Securities or by any underwriter (except as set
forth in clauses 6(i)(B) and 6(vii)), (ii) any underwriter’s fees (including discounts, commissions
or fees of underwriters, selling brokers, dealer managers or similar securities industry
professionals) relating to the distribution of the Registrable Securities (other than with respect
to Registrable Securities sold by the Company), or (iii) any other expenses of the holders of
Registrable Securities not specifically required to be paid by the Company pursuant to the first
paragraph of this Section 6.




     Section 7. Indemnification.



               (a) Indemnification by the Company. The Company shall, and shall cause each of its
subsidiaries to, without limitation as to time, indemnify and hold harmless, to the fullest extent
permitted by law and on a joint and several basis, each holder of Registrable Securities whose
Registrable Securities are covered by a Registration Statement or Prospectus, the officers,
directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees
of each of them, each Person who controls each such holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members,
managers, shareholders, accountants, attorneys, agents and employees of each such controlling
person, each underwriter (collectively, “Holder Indemnitees”), if any, and each Person who
controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
such underwriter, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal
or other fees or expenses incurred by such party in connection with any investigation or
Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement
(collectively, “Losses”), as incurred, arising out of or based upon any untrue statement
(or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or
other document (including any related Registration Statement, notification, or the like) incident



17









 







to any such registration, qualification, or compliance, or based on 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, or any violation by the Company of the Securities Act or any
rule or regulation thereunder applicable to the Company or of the Exchange Act or any rule or
regulation thereunder applicable to the Company and in any such case relating to action or inaction
required of the Company in connection with any such registration, qualification, or compliance, and
will reimburse each Holder Indemnitee for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss, damage, liability, or
action, provided that the Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or
omission by such holder or underwriter, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement,
Prospectus, offering circular, or other document in reliance upon and in conformity with written
information furnished to the Company by such holder. It is agreed that the indemnity agreement
contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld or delayed).



               (b) Indemnification by Holder of Registrable Securities. In connection with any
Registration Statement in which a holder of Registrable Securities is participating, such holder of
Registrable Securities shall furnish to the Company in writing such information as the Company
reasonably requests specifically for use in connection with any Registration Statement or
Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not
jointly, the Company, its directors and officers and each Person who controls the Company (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively,
“Company Indemnitees”), from and against all Losses arising out of or based on any untrue
statement of a material fact contained in any such Registration Statement, Prospectus, offering
circular, or other document, or any omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse each Company
Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability, or action, in each case to the extent, but
only to the extent, that such untrue statement or omission is made in such Registration Statement,
Prospectus, offering circular, or other document in reliance upon and in conformity with written
information furnished to the Company by such holder expressly for inclusion in such Registration
Statement, Prospectus, offering circular or other document; provided, however, that
the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such
claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is
effected without the consent of such holder (which consent shall not be unreasonably withheld); and
provided, further, that the liability of each selling holder of Registrable
Securities hereunder shall be limited to the net proceeds received by such selling holder from the
sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the
foregoing indemnity relates to any such untrue statement or omission made in the preliminary
Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time
the Registration Statement becomes effective or in the final Prospectus filed pursuant to
applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is
delivered to the underwriter, the indemnity agreement in this Section 7(b)



18









 







shall not inure to the benefit of any person if a copy of the final Prospectus filed pursuant
to such rules, together with all supplements and addenda thereto was not furnished to the Person
asserting the Loss at or prior to the time such furnishing is required by the Securities Act.



               (c) Conduct of Indemnification Proceedings. If any Person shall be entitled to
indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt
notice to the party from which such indemnity is sought (the “indemnifying party”) of any
claim or of the commencement of any Proceeding with respect to which such indemnified party seeks
indemnification or contribution pursuant hereto; provided, however, that the delay
or failure to so notify the indemnifying party shall not relieve the indemnifying party from any
obligation or liability except to the extent that the indemnifying party has been prejudiced by
such delay or failure. The indemnifying party shall have the right, exercisable by giving written
notice to an indemnified party promptly after the receipt of written notice from such indemnified
party of such claim or Proceeding, to, unless in the indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist in respect of such
claim, assume, at the indemnifying party’s expense, the defense of any such claim or Proceeding,
with counsel reasonably satisfactory to such indemnified party; provided, however,
that an indemnified party shall have the right to employ separate counsel in any such claim or
Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless: (i) the indemnifying party agrees to pay
such fees and expenses; or (ii) the indemnifying party fails promptly to assume, or in the event of
a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ
counsel reasonably satisfactory to such indemnified party, in which case the indemnified party
shall have the right to employ counsel and to assume the defense of such claim or proceeding;
provided, further, however, that the indemnifying party shall not, in
connection with any one such claim or Proceeding or separate but substantially similar or related
claims or Proceedings in the same jurisdiction, arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one firm of attorneys (together
with appropriate local counsel) at any time for all of the indemnified parties, or for fees and
expenses that are not reasonable. Whether or not such defense is assumed by the indemnifying
party, such indemnified party will not be subject to any liability for any settlement made without
its consent (but such consent will not be unreasonably withheld). The indemnifying party shall not
consent to entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a
release, in form and substance reasonably satisfactory to the indemnified party, from all liability
in respect of such claim or litigation for which such indemnified party would be entitled to
indemnification hereunder.



               (d) Contribution. If the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any Losses (other than in accordance with its
terms), 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, in such proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and such indemnified party, on the other hand, in connection with the
actions, statements or omissions that resulted in such Losses as well as any other relevant
equitable considerations. The relative fault of such indemnifying party, on the one hand, and
indemnified party, on the other hand, shall be determined by reference to, among other things,
whether any



19









 







action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, has been taken by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such action, statement
or omission.



          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 7(d), an indemnifying party that is a
selling holder of Registrable Securities shall not be required to contribute any amount in excess
of the amount by which the net proceeds from the sale of the Registrable Securities sold by such
indemnifying party exceeds the amount of any damages that such indemnifying party 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.




               (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.



     Section 8. Rule 144; Rule 144A.



               (a) After an initial Public Offering, the Company shall (i) file the reports required to be
filed by it under the Securities Act and the Exchange Act in a timely manner, (ii) take such
further action as any holder of Registrable Securities may reasonably request, and (iii) furnish to
each holder of Registrable Securities forthwith upon written request, (x) a written statement by
the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Company, and
(z) such other reports and documents so filed by the Company as such holder may reasonably request
in availing itself of Rule 144, all to the extent required from time to time to enable such holder
to sell Registrable Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities,
the Company shall deliver to such holder a written statement as to whether it has complied with
such requirements.



               (b) After an initial Public Offering, each holder of Registrable Securities and each
prospective holder of shares of Registrable Securities who may consider acquiring Registrable
Securities in reliance upon Rule 144A under the Securities Act (or any successor or similar rule
then in force) (“Rule 144A”) shall have the right to request from the Company, and the Company will
provide upon such request, such information regarding the Company and its business, assets and
properties, if any, as is at the time required to be made available by the Company under the Rule
144A so as to enable such holder to transfer Registrable Stock to such prospective holder in
reliance upon Rule 144A.



20









 





               (c) The foregoing provisions of this Section 8 are not intended to modify or otherwise affect
any restrictions on transfers of securities contained in the LLC Agreement or any Management
Stockholders Agreement.



     Section 9. Underwritten Registrations. If any Demand Registration is an underwritten
offering (including an initial Public Offering), the Coordination Committee shall have the right to
select the investment banker or investment bankers and managers to administer the offering, subject
to approval by the Company, not to be unreasonably withheld. The Company shall have the right to
select the investment banker or investment bankers and managers to administer any Piggyback
Registration.



          No Person may participate in any underwritten registration hereunder unless such Person (i)
agrees to sell the Registrable Securities it desires to have covered by the registration on the
basis provided in any underwriting arrangements in customary form and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements, provided that such Person shall not be
required to make any representations or warranties other than those related to title and ownership
of shares and as to the accuracy and completeness of statements made in a Registration Statement,
Prospectus, offering circular, or other document in reliance upon and in conformity with written
information furnished to the Company or the managing underwriter by such Person and provided
further, that such Person’s liability in respect of such representations and warranties shall not
exceed such Person’s gross proceeds from the offering.




     Section 10. Alternative IPO Entities. In the event that the Company elects to effect
an underwritten public offering of equity securities of any parent entity or subsidiary of the
Company (such entity, the “Alternative IPO Entity”) rather than the equity securities of
the Company whether as a result of a reorganization of the Company (including by merger,
consolidation, recapitalization, transfer or sale of shares or assets, or contribution of assets
and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of
entity, formation of new entity) or otherwise, the Company shall cause the Alternative IPO Entity
to enter into an agreement with the Investors that provides the Investors with registration rights
with respect to the equity securities of the Alternative IPO Entity that are no less favorable in
the aggregate to the registration rights provided to the Investors pursuant to this Agreement.



     Section 11. Other Agreements. The Company covenants and agrees that, so long as any
Person holds any Registrable Securities in respect of which any registration rights provided for in
Section 2 or 3 of this Agreement remain in effect, the Company will not, directly or indirectly,
grant to any Person or agree to or otherwise become obligated in respect of (a) rights of
registration in the nature or substantially in the nature of those set forth in Section 2 or 3 of
this Agreement that would have priority over the Registrable Securities with respect to the
inclusion of such securities in any registration, (b) rights of registration in the nature or
substantially in the nature of those set forth in Section 2 or 3 of this Agreement that would be
pari passu with the Registrable Securities with respect to the inclusion of such
securities in any registration, unless otherwise consented to by the Requisite Investors (which, if
there are not more than two Qualified Holders, shall mean, for purposes of this clause (b), those
holders of more than 50% of the shares of Common Stock held by the Investors (including indirect
holdings



21









 







through Holdings)), or (c) demand registration rights exercisable prior to such time as the
Requisite Investors can first exercise their rights under Section 2.



     Section 12. Miscellaneous.



               (a) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given without the written consent of the
Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for
purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the
Investors (including indirect holdings through Holdings)); provided, however, that any modification
or amendment of this Agreement that would subject any Investor to adverse differential treatment
relative to the other Investors shall require the agreement of the differentially treated Member.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other holders of Registrable Securities may be given by holders of
at least a majority of the Registrable Securities being sold by such holders pursuant to such
Registration Statement.



               (b) Notices. All notices required to be given hereunder shall be in writing and shall
be personally delivered, telecopied and confirmed, or mailed by certified mail, return receipt
requested, or overnight delivery service with proof of receipt maintained, at the following address
(or any other address that any such party may designate by written notice to the other parties):



          if to the Company, to its principal executive officers:




          if to Holdings:





c/o:




ML Global Private Equity Fund, L.P.

c/o Merrill Lynch Global Private Equity

Four World Financial Center, Floor 23

New York, NY 10080

Attention: George A. Bitar

Christopher Birosak

Fax: (212) 449-1119




with copies to (which shall not constitute notice):




Merrill Lynch Global Private Equity

Strategic M&A and Private Equity Counsel

Four World Financial Center, Floor 23

New York, NY 10080

Attention: Frank Marinaro, Esq.



22









 







Fax: (212) 449-7902




and




Proskauer Rose LLP

1585 Broadway

New York, NY 10036-8299

Attention: James P. Gerkis, Esq.

                  Rima Moawad, Esq.

Fax: (212) 969-2900




c/o:

Bain Capital Integral Investors 2006, LLC

c/o Bain Capital Partners, LLC

111 Huntington Avenue

Boston, MA 02199

Attention: Chris Gordon

Fax: (617) 516-2010




with a copy to (which shall not constitute notice):




Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: R. Newcomb Stillwell

                  Julie H. Jones

Fax: (617) 951-7050




c/o:

KKR Millennium Fund, L.P.

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Attention: James C. Momtazee

Fax: (650) 233-6584




with a copy (which shall not constitute notice) to:




Simpson Thacher & Bartlett, LLP

425 Lexington Avenue

New York, NY 10017

Attention: David Sorkin

                  Sean Rodgers

Telecopy: (212) 455-2502




c/o:



23









 






Dr. Thomas F. Frist, Jr.

3100 West End Ave., Suite 500

Nashville, TN 37203

Telecopy: (615) 385-9101




With a copy (which shall not constitute notice) to:




Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: John Evangelakos

Telecopy: (212) 558-3588



          and, if to any Investor, at such Investor’s address as set forth on the records of Holdings or
the Company, as applicable.




          Any such notice shall be deemed given and effective upon actual receipt (or refusal of
receipt).




               (c) Successors
and Assigns; Shareholder Status. This Agreement shall inure to
the benefit of and be binding upon the successors and permitted assigns of each of the parties,
including subsequent holders of Registrable Securities acquired, directly or indirectly, from the
Investors; provided, however, that such successor or assign shall not be entitled
to such rights unless the successor or assign shall have executed and delivered to the Company an
Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition
of such Registrable Securities, in which event such successor or assign shall be deemed an Investor
for purposes of this Agreement. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any Person other than the parties hereto and their respective successors
and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this
Agreement or any provision herein contained.



               (d) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



               (e) Headings. The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.



               (f) Governing Law. The provisions of this Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.



               (g) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to achieve



24









 







the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



               (h) Entire Agreement. This Agreement, the LLC Agreement and the Management
Stockholders Agreement is intended by the parties as a final expression of their agreement, and is
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 or therein, with
respect to the registration rights granted by the Company with respect to Registrable Securities.
This Agreement supersedes all prior agreements and understandings between the parties with respect
to such subject matter.



               (i) Securities Held by the Company or its subsidiaries. Whenever the consent or
approval of holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its subsidiaries shall not be counted in determining
whether such consent or approval was given by the holders of such required percentage.



               (j) Actions by Holdings. Holdings agrees to take such actions as are necessary to
effectuate the rights of the Investors hereunder, including making registration requests and
elections at the request of members of Holdings in respect of Registrable Securities held directly
by Holdings.



               (k) Term. This Agreement shall terminate with respect to an Investor at the earlier
of (i) the date on which such Investor (if a member of Holdings) withdrawals from the LLC Agreement
in accordance with the terms of such agreement and (ii) the date on which such Investor ceases to
own Registrable Securities; provided, that, for the avoidance of doubt, any underwriter
lock-up that an Investor has executed prior to an Investor’s termination in accordance with this
clause shall remain in effect in accordance with its terms.



               (l) Specific Performance. The parties hereto recognize and agree that money damages
may be insufficient to compensate the holders of any Registrable Securities for breaches by the
Company of the terms hereof and, consequently, that the equitable remedy of specific performance of
the terms hereof will be available in the event of any such breach.



               (m) Consent to Jurisdiction. The parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of the courts of the State of New York and the federal courts of the
United States of America located in New York, and appropriate appellate courts therefrom, over any
dispute arising out of or relating to this Agreement or any of the transactions contemplated
hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or
proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to
the fullest extent permitted by applicable law, any objection which they may now or hereafter have
to the laying of venue of any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby brought in such court or any defense of inconvenient forum for the
maintenance of such dispute. Each of the parties hereto agrees that



25









 







a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. This consent to jurisdiction is being given solely for
purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction
with respect to any other dispute in which a party to this Agreement may become involved.



          Each of the parties hereto hereby consents to process being served by any party to this
Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the
mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this
Section 12.




          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.




               (n) Acknowledgement. The parties hereto (including HCA Inc. solely with respect to
this Section 12(n)) hereby terminate the Original Agreement effective upon the effective time of
the Merger.




26











 





	 	 	 	 	 
	 	HCA HOLDINGS, INC.

 	 
	 	By:  	/s/ David G. Anderson
 	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President — Finance
and
 Treasurer 	 
	 



[Registration Rights Agreement Signature Page]






 









 









	 	 	 	 	 
	 	HERCULES HOLDING II, LLC
 	 
	 	By:  	               /s/ Chris Gordon
 	 
	 	 	Name:  	Chris Gordon 	 
	 	 	Title:  	Managing Director 	 
	 



[Registration Rights Agreement Signature Page]









 









 











	 	 	 	 	 
	 	HCA INC. (solely with respect to Section 12(n))

 	 
	 	By:  	/s/ R. Milton Johnson
 	 
	 	 	Name:  	R. Milton Johnson 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 



[Registration Rights Agreement Signature Page]






 









 








EXHIBIT A




ADDENDUM AGREEMENT





     This Addendum Agreement is made this ___ day of ____________, 20___, by and between
_______________________ (the “New Investor”) and HCA Holdings, Inc. (the “Company”), pursuant to a
Registration Rights Agreement dated as of November _______, 2010 (as the same may be amended from
time to time, the “Agreement”), between and among the Company and the Investors. Capitalized terms
used herein but not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.



WITNESSETH:




     WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable
Securities as set forth in the Agreement; and



     WHEREAS, the New Investor has acquired Registrable Securities directly or indirectly from an
Investor; and



     WHEREAS, the Company and the Investors have required in the Agreement that all persons
desiring registration rights must enter into an Addendum Agreement binding the New Investor to the
Agreement to the same extent as if it were an original party thereto;



     NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Investor
acknowledges that it has received and read the Agreement and that the New Investor shall be bound
by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the
same extent as if it were an original party to the Agreement and shall be deemed to be an Investor
thereunder.



	 	 	 	 	 
	 	 	 
	 	 	 
	 	New Investor 	 
	 	 	 
	 


Address (for notices pursuant to Section 12(b) of the Agreement):





 







 









 









 









     AGREED TO on behalf of HCA HOLDINGS, INC. pursuant to Section 12(c) of the Agreement.



	 	 	 	 	 
	 	HCA HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: