REGISTRATION RIGHTS AGREEMENT

Exhibit 4.13

REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of November 17, 2006, is by and among HCA 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 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 the date hereof, 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 the Company, Holdings and Hercules Acquisition Corporation, the parties hereto desire to enter into this Agreement to provide the Investors with certain registration rights with respect to the Common Stock (as defined below); and

          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 HCA Investors, LLC, Bain Capital Integral Investors 2006, LLC and 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 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 the date hereof 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.

          “ MLGPE Investor ” shall mean ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001 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 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.

          “ 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 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, Citigroup Capital Partners II 2006, Citigroup Investment L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., Banc of America Securities LLC 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 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. 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 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 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 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.

               (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 Se