Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT, dated as
of July 29, 2009 (the “Agreement”), is entered into by and among
Prospect Medical Holdings, Inc., a Delaware corporation (the “Company”),
the guarantors listed in Schedule 1 hereto (the “Guarantors”), and RBC
Capital Markets Corporation and Jefferies & Company, Inc (the “Initial
Purchasers”).


 


The Company, the Guarantors and the Initial
Purchasers are parties to the Purchase Agreement dated July 22, 2009 (the “Purchase
Agreement”), which provides for the sale by the Company to the Initial
Purchasers of $160,000,000 aggregate principal amount of the Company’s 123⁄4%
Senior Secured Notes due 2014 (the “Securities”) which will be
guaranteed on a senior secured basis by each of the Guarantors.  As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Guarantors have agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement.  The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form) and all 


 

















 


amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


“Exchange Securities” shall mean
senior secured notes issued by the Company and guaranteed by the Guarantors
under the Indenture containing terms identical to the Securities (except that
the Exchange Securities will not be subject to restrictions on transfer or to
any increase in annual interest rate for failure to comply with this Agreement)
and to be offered to Holders of Securities in exchange for Securities pursuant
to the Exchange Offer.


 


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


 


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


 


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


 


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


 


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


 


“Indenture” shall mean the Indenture
relating to the Securities, dated as of July 29, 2009, among the Company,
the Guarantors and U.S. Bank National Association, as trustee, as the same may
be amended from time to time in accordance with the terms thereof.


 


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


 


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


 


“Issue Date” shall mean July 29,
2009.


 


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


 


“Majority Holders” shall mean the
Holders of a majority of the aggregate principal amount of the outstanding
Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the
Company or any of its affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage
or amount; and


 


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provided,
further, that if the Company shall issue any additional Securities under the
Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities
and the Registrable Securities to which this Agreement relates shall be treated
together as one class for purposes of determining whether the consent or
approval of Holders of a specified percentage of Registrable Securities has
been obtained.


 


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


 


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


 


“Prospectus” shall mean the prospectus
included in, or, pursuant to the rules and regulations of the Securities
Act, deemed a part of, a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any
prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to
such prospectus, and in each case including any document incorporated by reference
therein.


 


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


 


“Registrable Securities” shall mean
the Securities; provided that the Securities shall cease to be Registrable
Securities on the earliest to occur of (i) when a Registration Statement
with respect to such Securities has become effective under the Securities Act
and such Securities have been exchanged or disposed of pursuant to such
Registration Statement (ii) the later of one year after (a) the Issue
Date and (b) any purchase and resale of such Securities by the Company or
any of its affiliates and (iii) the date on which such Securities cease to
be outstanding.


 


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


 


“Registration Expenses” shall mean any
and all expenses incident to performance of or compliance by the Company and
the Guarantors with this Agreement, including without limitation: (i) all
SEC, stock exchange or Financial Industry Regulatory Authority registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any Underwriters or Holders in connection with
blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities


 


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laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and the Guarantors and, in the case of
a Shelf Registration Statement, the reasonable fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the
fees and disbursements of the independent public accountants of the Company and
the Guarantors, including the expenses of any special audits or “comfort”
letters required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities
by a Holder.


 


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


 


“Representatives” shall mean RBC
Capital Markets Corporation and Jefferies & Company, Inc.


 


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


 


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


 


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


 


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


 


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


 


“Shelf Registration Statement” shall
mean a “shelf” registration statement of the Company and the Guarantors that
covers all or a portion of the Registrable Securities on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


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


 


“Staff” shall mean the staff of the
SEC.


 


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“Target Registration Date” shall mean
the date that is 270 days after the Issue Date.


 


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


 


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


 


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


 


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


 


2.             Registration Under the Securities Act.  (a)  To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the
Guarantors shall use their reasonable best efforts to (i) cause to be
filed an Exchange Offer Registration Statement covering an offer to the Holders
to exchange all the Registrable Securities for Exchange Securities and (ii) have
such Registration Statement remain effective until 180 days after the last
Exchange Date for use by one or more Participating Broker-Dealers.  The Company and the Guarantors shall commence
the Exchange Offer promptly after the Exchange Offer Registration Statement is
declared effective by the SEC and use their reasonable best efforts to complete
the Exchange Offer not later than 60 days after such effective date and, in any
event, not later than the Target Registration Date.


 


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


 


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


 


(ii)          the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
(or longer if required by applicable law) from the date such notice is mailed)
(the “Exchange Dates”);


 


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


 


(iv)        that any Holder
electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the depositary for such
Registrable 


 


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Security, in
each case prior to the close of business on the last Exchange Date; and


 


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


 


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


 


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


 


(i)                                     accept for
exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and


 


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


 


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


 


(b)         In the event that (i) the Company
and the Guarantors determine that the Exchange Offer Registration provided for
in Section 2(a) above is not available 


 


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or may not be completed as soon
as reasonably practicable after the last Exchange Date because it would violate
any applicable law or applicable interpretations of the Staff, (ii) the
Exchange Offer is not for any other reason completed by the Target Registration
Date, (iii) upon receipt of a written request from any Initial Purchaser
representing that it holds Registrable Securities that are or were ineligible
to be exchanged in the Exchange Offer, or (iv) any Holder (other than the
Initial Purchasers) is not eligible to participate in the Exchange Offer, the
Company and the Guarantors shall cause to be filed on or prior to 30 days after
such filing obligation arises (or, if later, 150 days after the Issue Date), a
Shelf Registration Statement providing for the sale of all the Registrable
Securities by the Holders thereof and to use their reasonable best efforts to
cause such Shelf Registration Statement to be declared effective on or prior to
75 days after such filing (or, if later, 270 days after the Issue Date).


 


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


 


The Company and the Guarantors agree to use
their reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the earlier to occur of (A) the second
anniversary of the Issue Date and (B) such time as there are no
Registrable Securities outstanding (the “Shelf Effectiveness Period”).  The Company and the Guarantors further agree
to supplement or amend the Shelf Registration Statement and the related
Prospectus if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement
or by the Securities Act or by any other rules and regulations thereunder
or if reasonably requested by a Holder of Registrable Securities with respect
to information relating to such Holder, and to use their reasonable best
efforts to cause any such amendment to become effective, if required, and such
Shelf Registration Statement and Prospectus to become usable as soon as
thereafter reasonably practicable.  The
Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.


 


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


 


(d)         An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC or is 


 


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automatically effective upon
filing with the SEC as provided by Rule 462 under the Securities Act.


 


In the event that (i) the Exchange Offer
is not completed on or before the Target Registration Date, (ii) the Shelf
Registration Statement, if required pursuant to Section 2(b) hereof,
has not been filed on or prior to the date specified in Section 2(b) hereof
for such filing, (iii) the Shelf Registration Statement, if required
pursuant to Section 2(b) hereof, has not been declared effective on
or prior to the date specified in Section 2(b) hereof for such
effectiveness or (iv) the Shelf Registration Statement, if required
hereby, has become effective and thereafter either ceases to be effective or
the Prospectus contained therein ceases to be usable, in each case whether or
not permitted by this Agreement, at any time during the Shelf Effectiveness
Period, and such failure to remain effective or usable exists for more than 30
days (whether or not consecutive) in any 12-month period  (each such event in clauses (i), (ii), (iii) and
(iv) above, a “Registration Default”), then the interest rate on
the Registrable Securities will be increased by (1) 0.25% per annum for
the first 90-day period immediately following such Registration Default and (2) an
additional 0.25% per annum with respect to each subsequent 90-day period, up to
a maximum increase of 1.00% per annum. 
The interest rate on the Registrable Securities shall cease to be
increased pursuant to this paragraph:  (1) in
the case of a Registration Default described in clause (i) above, when the
Exchange Offer is completed; (2) in the case of a Registration Default
described in clause (ii) above, when the Shelf Registration Statement has
been filed; (3) in the case of a Registration Default described in clause (iii) above,
when the Shelf Registration Statement has been declared effective; or (4) in
the case of a Registration Default described in clause (iv) above, when
the Shelf Registration Statement has again become effective or the Prospectus
again becomes usable, as the case may be.


 


(e)          The Company represents, warrants and
covenants that it (including its agents and representatives) will not prepare,
make, use, authorize, approve or refer to any Free Writing Prospectus.


 


(f)          Notwithstanding any other obligations
of the Company or the Guarantors contained herein, the Company shall use
reasonable best efforts, on or prior to the first anniversary of the Issue
Date, to remove the restrictive legend from any Registrable Securities that
bear such legend on such date and to obtain an unrestricted CUSIP number for
such Registrable Securities, in each case to the extent permitted by applicable
law.


 


3.             Registration Procedures.  (a) In connection with the preparation
and filing of any Registration Statement required pursuant to Section 2(a) and
Section 2(b) hereof, the Company and the Guarantors shall as
expeditiously as reasonably possible:


 


(i)           prepare and file
with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Guarantors,
(y) shall, in the case of a Shelf Registration, be available for the sale
of the Registrable Securities by the Holders thereof and (z) shall comply
as to form in all material respects with the requirements of the


 


8

















 


applicable
form and include all financial statements required by the SEC to be filed
therewith; and use their reasonable best efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in
accordance with Section 2 hereof;


 


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


 


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


 


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


 


(v)         in the case of a Shelf
Registration, notify each Holder of Registrable Securities and counsel for such
Holders promptly and, if requested by 


 


9

















 


any such
Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state
securities authority for amendments and supplements to a Registration Statement
or Prospectus or for additional information after the Registration Statement
has become effective, (3) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Company of any notice of objection of the SEC to
the use of a Shelf Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if,
between the applicable effective date of a Shelf Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company or any Guarantor contained in any
underwriting agreement, securities sales agreement or other similar agreement,
if any, relating to an offering of such Registrable Securities cease to be true
and correct in all material respects or if the Company or any Guarantor
receives any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of
any proceeding for such purpose, (5) of the happening of any event during
the period a Registration Statement is effective that makes any statement made
in such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
(in the case of the Prospectus, in light of the circumstances under which they
were made) and (6) of any determination by the Company or any Guarantor
that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus would be appropriate;


 


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


 


(vii)       in the case of a Shelf
Registration, furnish to each Holder of Registrable Securities, without charge,
at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);


 


(viii)      in the case of a Shelf
Registration, cooperate with the Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be issued in such denominations and
registered in such names (consistent with the provisions of the


 


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Indenture) as
such Holders may reasonably request at least one Business Day prior to the
closing of any sale of Registrable Securities;


 


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


 


(x)          a reasonable time
prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a
Prospectus, provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, to the Holders of
Registrable Securities and their counsel) and reasonably accept any comments to
such document provided by the Initial Purchasers and their counsel (and, in the
case of a Shelf Registration Statement, by the Holders of Registrable
Securities and their counsel).  The
comments of the Initial Purchasers, Holders of Registrable Securities or their
respective counsel, if any, shall be deemed to be reasonable if made to correct
in such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, any untrue statement of a material fact or
omission to state a material fact necessary to make the statements therein not
misleading;


 


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


 


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


 


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(xiii)                          in the case of
a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
any attorneys and accountants designated by a majority of the Holders of
Registrable Securities to be included in such Shelf Registration and any
attorneys and accountants designated by such Underwriter, at reasonable times
and in a reasonable manner, all pertinent financial and other records,
documents and properties of the Company and its subsidiaries, and cause the
respective officers, directors and employees of the Company and the Guarantors
to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration
Statement; provided that if any such information is identified by the Company
or any Guarantor as being confidential or proprietary, each Person receiving
such information shall take such actions as are reasonably necessary to protect
the confidentiality of such information to the extent such action is otherwise
not inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter;


 


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


 


(xv)                            in the case of
a Shelf Registration, enter into such customary agreements and take all such
other reasonable actions in connection therewith (including those requested by
the Holders of a majority in principal amount of the Registrable Securities
covered by the Shelf Registration Statement) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to,
an Underwritten Offering and in such Underwritten Offering, (1) to the
extent possible, make such representations and warranties to the Holders and
any Underwriters of such Registrable Securities with respect to the business of
the Company and its subsidiaries and the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested by the Underwriters, (2) obtain opinions of counsel to the
Company and the Guarantors covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the
independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other certified public accountant of any subsidiary of
the Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten


 


12

















 


offerings, including but not
limited to financial information contained in any preliminary prospectus or
Prospectus and (4) deliver such documents and certificates as may be
reasonably requested by the Underwriters, and which are customarily delivered
in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant
to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement.


 


(b)                                 In the case of
a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding
such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company and the Guarantors may from time to time reasonably
request in writing.  No Holder of
Registrable Securities shall be entitled to include any of its Registrable
Securities in any Shelf Registration Statement pursuant to this Agreement
unless such Holder furnishes to the Company and the Trustee in writing, within
30 days after receipt of a written request therefor, such information as the
Company and the Trustee, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be
included in such Shelf Registration Statement or Prospectus included therein,
may reasonably request for inclusion in any Shelf Registration Statement or
Prospectus included therein, and no such Holder shall be entitled to additional
interest pursuant to Section 2(d) hereof in the event such Holder
shall not have provided such information and the 30-day period to produce such
information has lapsed.


 


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


 


(d)                                 If the Company
and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and
the Guarantors shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to
and including the date when the Holders of such Registrable Securities shall
have received copies of the supplemented or amended Prospectus necessary to
resume such dispositions. The Company and the Guarantors may give any such
notice only twice during any 365-day period (other than notices relating to
suspensions where the Company did not voluntarily take action to cause such
suspensions, unless such voluntary action was


 


13

















 


required by law) and any such suspensions
shall not exceed 30 days for each suspension and there shall not be more than
two suspensions in effect during any 365-day period.


 


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


 


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


 


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


 


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


 


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


 


14

















 


5.                                       Indemnification and
Contribution.  (a)                                        The Company and
each Guarantor, jointly and severally, agree to indemnify and hold harmless
each Initial Purchaser and each Holder, their respective affiliates, directors
and officers and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, reasonable legal fees and other
expenses incurred in connection with any suit, action or proceeding or any
claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of, or are based upon, (1) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary in order to make the statements therein not
misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus, any Free Writing Prospectus used in
violation of this Agreement or any “issuer information” (“Issuer Information”)
filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the
Company in writing through the Representatives or any selling Holder, respectively
expressly for use therein.  In connection
with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the indemnification
of the Holders, if requested in connection with any Registration Statement, any
Prospectus, any Free Writing Prospectus or any Issuer Information.


 


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


 


(c)                                  If any suit,
action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of
which indemnification may be sought pursuant to either paragraph (a)


 


15

















 


or (b) above, such Person (the “Indemnified
Person”) shall promptly notify the Person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 5 except to the extent that
it has been materially prejudiced by such failure; and provided, further, that
the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under this Section 5.  If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall be entitled to
participate in the defense thereof and to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Person.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by the
Representatives, (y) for any Holder, its directors and officers and any
control Persons of such Holder shall be designated in writing by the Majority
Holders and (z) in all other cases shall be designated in writing by the
Company.  The Indemnifying Person shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment.  Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an
Indemnifying Person reimburse the Indemnified Person for fees and expenses of
counsel as contemplated by this paragraph, the Indemnifying Person shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after
receipt by the Indemnifying Person of such request and (ii) the
Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory
to such Indemnified


 


16

















 


Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


 


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


 


(e)                                  The Company,
the Guarantors and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses incurred by
such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which the Securities or Exchange
Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute pursuant to this Section 5
are several and not joint.


 


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


 


17

















 


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


 


6.                                       General.


 


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


 


(b)                                 Amendments
and Waivers.   The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the
Guarantors have obtained the written consent of Holders of at least a majority
in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any
departure from the provisions of Section 5 hereof shall be effective as
against any Holder of Registrable Securities unless consented to in writing by
such Holder.  Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto.


 


(c)                                  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect
to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if
to the Company and the Guarantors, initially at the Company’s address set forth
in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if facsimiled; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight


 


18

















 


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.


 


(d)                                 Successors
and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof.  The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


19

















 


effect of which comes as close as possible to
that of the invalid, void or unenforceable provisions.


 


20
















 


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


 


	
   

  	
  PROSPECT
  MEDICAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALTA
  HOLLYWOOD HOSPITALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALTA
  HOSPITALS SYSTEM, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALTA
  LOS ANGELES HOSPITALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  President

  



 


{Registration Rights
Agreement}


 

















 


	
   

  	
  GENESIS
  HEALTHCARE OF SOUTHERN CALIFORNIA, INC., A MEDICAL GROUP 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  POMONA
  VALLEY MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROMED
  HEALTH CARE  ADMINISTRATORS 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROMED
  HEALTH SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


{Registration Rights
Agreement}


 

















 


	
   

  	
  PROSPECT
  HOSPITAL ADVISORY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT
  HEALTH SOURCE MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT
  MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT
  MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chairman

  



 


{Registration
Rights Agreement}


 

















 


	
   

  	
  PROSPECT
  NWOC MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT
  PROFESSIONAL CARE MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STARCARE
  MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UPLAND
  MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title: Vice President 

  



 


{Registration Rights Agreement}


 

















 


	
  Confirmed
  and accepted as of the date first above written:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  RBC
  CAPITAL MARKETS CORPORATION

  	
   

  
	
  JEFFERIES &
  COMPANY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For
  themselves and on behalf of

  	
   

  
	
  the
  several Initial Purchasers

  	
   

  
	
   

  	
   

  
	
  By:
  RBC Capital Markets Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Capaldi

  	
   

  
	
   

  	
  Name:
  David Capaldi

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  
	
  By:
  Jefferies & Company, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Christian Morris

  	
   

  
	
   

  	
  Name:
  Christian Morris

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  



 


{Registration Rights Agreement}


 

















 


Schedule 1


 


GUARANTORS


 


Alta Hospitals System, LLC


 


Alta Hollywood Hospitals, Inc.


 


Alta Los Angeles Hospitals, Inc.


 


Genesis Healthcare of Southern California, Inc.,
a Medical Group


 


Pomona Valley Medical Group, Inc.


 


ProMed Health Care Administrators


 


ProMed Health Services Company


 


Prospect Hospital Advisory Services, Inc.


 


Prospect Health Source Medical Group, Inc.


 


Prospect Medical Group, Inc.


 


Prospect Medical Systems, Inc.


 


Prospect NWOC Medical Group, Inc.


 


Prospect Professional Care Medical Group, Inc.


 


StarCare Medical Group, Inc.


 


Upland Medical Group, a Professional Medical
Corporation