Registration Rights Agreement between PlanVista Corporation and Holders (July 2, 2001)

Summary

This agreement is between PlanVista Corporation and certain holders of its common stock. It grants the holders the right to require the company to register 75,000 shares of common stock with the SEC, making them eligible for public resale. The agreement outlines the conditions under which these registration rights apply, the obligations of both parties, and the process for delivering the shares. The holders agree to acquire the shares for investment purposes, and the shares are initially restricted from public sale until registered or otherwise eligible under securities laws.

EX-4.2 6 dex42.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.2 EXECUTION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 2nd day of July, 2001, among PLANVISTA CORPORATION (f/k/a HealthPlan Services Corporation), a Delaware corporation, as issuer (the "Company") and THE HOLDERS LISTED ON THE SIGNATURE PAGES HEREOF (each a "Holder" or, together, "Holders"). WHEREAS, the Company and the Holders are parties to that certain Second Amended and Restated Credit Agreement dated as of June 8, 2000 (as modified by the Limited Waiver and Consent thereto dated as of June 29, 2000, the Limited Waiver and Consent thereto dated as of September 12, 2000, the Limited Waiver thereto dated as of September 19, 2000, the Limited Waiver and Consent thereto dated as of September 19, 2000, the Limited Waiver and Consent thereto dated as of October 19, 2000, the Limited Waiver dated as of December 8, 2000, the First Amendment and Limited Waiver and Consent dated as of March 29, 2001, the Second Amendment and Limited Waiver and Consent dated as of April 16, 2001, the Limited Waiver and Consent dated as of April 30, 2001, the Limited Waiver and Consent dated as of May 4, 2001, the Limited Waiver and Extension dated as of June 15, 2001, the Third Amendment and Limited Waiver dated as of July 2, 2001 (the "Third Amendment") and as such agreement may have otherwise been amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement; WHEREAS, pursuant to the terms of the Third Amendment, the Holders are entitled to acquire and the Company desires to deliver 75,000 shares of common stock of the Company, all on the terms and subject to the conditions set forth herein; and WHEREAS, as a condition to the delivery of the shares, the Holders have required and the Company has agreed to grant registration rights as set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS. The following terms have the following meanings: ----------- "Commission" means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act. "Common Stock" means the shares of common stock of the Company $.01 par value per share. "Company" is defined in the preamble to this Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "HealthPlan Holdings Registration Agreement" is defined in Section 3.4. "Holders" means each of the Holders listed on the signature pages hereof, for so long as (and to the extent that) each owns any Registrable Securities, and each of their respective successors, assigns, and direct and indirect transferees who become registered owners of Registrable Securities. "Holder Indemnified Party" is defined in Section 6.1. "Indemnified Party" is defined in Section 6.3. "Indemnifying Party" is defined in Section 6.3. "Maximum Number of Shares" is defined in Section 4.2(b). "Piggy-Back Registration" is defined in Section 4.2(a). "Register," "registered" and "registration" mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. "Registrable Securities" means (a) any shares of Common Stock of the Company owned by the Holders on the date hereof or by any agent acting on their behalf, (b) any other securities of the Company issued or issuable after the date of this agreement in respect of any such securities (or other securities issued in respect thereof) by way of dividend, distribution or split, in connection with a combination, exchange, reorganization, recapitalization or reclassification of the Company's securities, or pursuant to a merger, division, consolidation or other similar business transaction or combination involving the Company. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have become freely transferable under Rule 144(k) (or any successor rule or regulation) promulgated under the Securities Act; (iii) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (iv) such securities shall have ceased to be issued and outstanding. 2 "Registration Statement" means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity). "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "Shares" is defined in Section 2.1. "Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer's market-making activities. 2. DELIVERY OF SHARES. ------------------ 2.1 Delivery of Stock/Consideration. The Company has delivered, and ------------------------------- each Holder has acquired, the Common Stock set forth on Schedule I with respect to such Holder aggregating seventy-five thousand (75,000) shares of the Common Stock (the "Shares") in consideration for the execution and delivery of the Third Amendment. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF HOLDER. ---------------------------------------------------- 3.1 Investment Intention. Each Holder is acquiring the Shares solely -------------------- for its own account, for investment purposes, with no present intention of and with no view toward distributing all or any part of the Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Shares in violation of state or federal securities laws. Each Holder understands that the Shares have not been registered under any state or federal securities laws based upon the understanding of the Company that the issuance of the Shares as described in this Agreement is exempt from such registration. Accordingly, the Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. Each Holder agrees that the certificates representing the Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." 3 The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of each Holder contained in this Section 3. 3.3 Evaluation of Investment. Each Holder has such knowledge and ------------------------ experience in financial and business matters in general, and in investments in particular, as to enable it to evaluate the merits and risks of an investment in the Company. Each Holder has been furnished during the course of the transactions contemplated hereby and prior to the execution of this Agreement with all documents and information concerning the Company as requested from time to time, has been encouraged by the Company to have the transactions reviewed by its legal counsel or other advisor, and has had, along with its legal counsel or other advisor, the opportunity to ask questions of the representatives of the Company and receive satisfactory answers to it concerning the Company and has been able to obtain any and all information concerning the Company that it has desired. 3.4 Restrictions on Sale of the Shares. Each Holder of the Shares ---------------------------------- agrees not to effect any sale or distribution of such Shares, including a sale pursuant to Rule 144 under the Securities Act during the ninety (90) days prior to, and during the one hundred twenty (120) day period beginning on, the effective date of any demand registration made pursuant to Section 2.2 of the Registration Rights Agreement dated as of June 18, 2001, by and between the Company and HealthPlan Holdings, Inc. (the "HealthPlan Holdings Registration Agreement"), a copy of which has been furnished to each Holder, unless such sale or distribution is part of any such registration. 4. REGISTRATION RIGHTS. ------------------- 4.1 Registration of Shares. As soon as practicable following the ---------------------- delivery of the Shares, the Company shall file a Registration Statement with the Commission to cover the sale of the Shares by the Holders. The Registration Statement shall be on such form as shall then be available to the Company and which the Company believes will be most expediently reviewed by the Commission and achieve such registration, and may include the shares of other selling stockholders or of the Company. The Company shall use its best efforts to achieve the prompt effectiveness of the Registration Statement under this Section 4.1 and to maintain it current until the Shares covered thereby have been sold. The registration of the Shares pursuant to this Section 4.1 shall not require any demand, written or oral, nor any other form of notification from the Holders. Each Holder agrees that, during any day after the delivery of the Shares, and while the Registration Statement covering the Shares is in effect, it shall not sell more than twenty-five percent (25%) of the average daily trading volume of the Company's common stock during the preceding ninety (90) day period. 4.2 Piggy-Back Registration. ----------------------- (a) Piggy-Back Rights. If all of the Shares are not sold during the ----------------- registration contemplated by Section 4.1 and at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or by shareholders of the Company for their own account (or by 4 the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company's existing shareholders or (iii) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Shares as soon as practicable but in no event less than forty-five (45) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Shares in such notice the opportunity to register such number of Shares as such holders may request in writing within fifteen (15) days following receipt of such notice (a "Piggy-Back Registration"). The Company shall cause such Shares to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Shares in accordance with the intended method(s) of distribution thereof. (b) Reduction of Offering. If the managing Underwriter or --------------------- Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Shares in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 4.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the "Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (ii) second, if the registration is a "demand" registration undertaken at the demand of persons other than the holders of Shares pursuant to written contractual arrangements with such persons, then to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock for the account of demanding persons that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Shares as to which registration has been requested under this Section 4.2; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which such other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares. (c) Withdrawal. Any holder of Shares may elect to withdraw such ---------- holder's request for inclusion of Shares in any Piggy-Back Registration by giving written notice to the 5 Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Shares in connection with such Piggy-Back Registration as provided in Section 5.3. 5. REGISTRATION PROCEDURES. ----------------------- 5.1 Filings; Information. Whenever the Company is required to -------------------- effect the registration of any Shares pursuant to Section 4, the Company shall use its best efforts to effect the registration and sale of such Shares in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request: (a) Filing Registration Statement. The Company shall, as ----------------------------- expeditiously as possible, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Shares to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the requisite period; provided, however, that the -------- ------- Company shall have the right to defer any Piggy-Back Registration for up to the lesser of thirty (30) days or such lesser period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time. (b) Copies. The Company shall, prior to filing a ------ Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Shares included in such registration, and such holders' legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Shares included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Shares owned by such holders. (c) Amendments and Supplements. The Company shall prepare -------------------------- and file with the Commission such amendments, including post-effective amendments, and supplements to each such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Shares have been sold. 6 (d) Notification. After the filing of a Registration ------------ Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the holders of Shares included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) of any stop order issued or threatened by the Commission (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) of any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Shares included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of the Shares included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon. (e) State Securities Laws Compliance. The Company shall use -------------------------------- its best efforts to (i) register or qualify the Shares covered by any Registration Statement under such securities or "blue sky" laws of such jurisdictions in the United States as the holders of the Shares included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) cause such Shares covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of the Shares included in such Registration Statement to consummate the disposition of such Shares in such jurisdictions; provided, however, that the Company shall not be -------- ------- required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e), or subject itself to taxation in any such jurisdiction. (f) Agreements for Disposition. The Company shall enter into -------------------------- customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Shares. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters shall also be made to and for the benefit of the holders of Shares included in such registration statement. No holder of Shares included in such registration statement shall be required to make any representations or warranties in the underwriting agreement 7 except, if applicable, with respect to such holder's organization, good standing, authority, title to the Shares, lack of conflict of such sale with such holder's material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement. (g) Cooperation. The principal executive officer of the ----------- Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Shares hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. (h) Records. The Company shall make available for inspection ------- by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Shares included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement. (i) Opinions and Comfort Letters. The Company shall furnish ---------------------------- to each holder of Shares included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company's independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Shares included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect. (j) Earnings Statement. The Company shall comply with all ------------------ applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. (k) Listing. The Company shall use its best efforts to cause ------- all Shares included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner 8 satisfactory to the holders of at least 66-2/3% of the Shares or Registrable Securities included in such registration. 5.2 Obligation to Suspend Distribution. Upon receipt of any notice ---------------------------------- from the Company of the happening of any event of the kind described in Section 5.1(d)(iv), or upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company's Board of Directors, of the ability of all "insiders" covered by such program to transact in the Company's securities because of the existence of material non-public information, each holder of Shares included in any registration shall immediately discontinue disposition of such Shares pursuant to the Registration Statement covering such Shares until such holder receives the supplemented or amended prospectus contemplated by Section 5.1(d)(iv) or the restriction on the ability of "insiders" to transact in the Company's securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the most recent prospectus covering such Shares at the time of receipt of such notice. 5.3 Registration Expenses. The Company shall bear all costs and --------------------- expenses incurred in connection with any Piggy-Back Registration pursuant to Section 4.2, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or "blue sky" laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Shares); (iii) printing expenses; (iv) the Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Shares as required by Section 5.1(k); (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 5.1(i)); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration; (ix) the purchase of selling stockholder errors and omissions insurance for the benefit of the Holders in any amount equivalent to the gross proceeds to be received by each Holder in connection with any registration under this Agreement, on terms and conditions satisfactory to each Holder; and (x) all fees and expenses incurred by the holders of Shares in connection with their participation in such registration, including, without limitation, the fees and expenses of one legal counsel selected by [the holders having or holding at least 66-2/3% of the Shares] included in such registration, as well as accountants and other experts selected by First Union National Bank, as a Holder and as administrative agent to the lenders under the Credit Agreement. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Shares being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. 5.4 Information. The holders of Shares shall provide such ----------- information as may reasonably be requested by the Company in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Shares under the Securities Act pursuant to Section 2. 9 6. INDEMNIFICATION AND CONTRIBUTION. -------------------------------- 6.1 Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless each Holder and each other holder of Shares and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a "Holder Indemnified Party"), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly, but in no event more than five (5) Business Days after request for payment, pay directly or reimburse each Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any selling Holder and stated to be specifically for use therein. The Company also shall indemnify any Underwriter of the Shares, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 6.1. 6.2 Indemnification by Holders of Shares. Each selling holder of ------------------------------------ Shares will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Shares held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which such Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder and stated to be specifically for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses 10 reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action. Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder. 6.3 Conduct of Indemnification Proceedings. Promptly after receipt by -------------------------------------- any person of any notice of any expense, loss, judgment, claim, damage, liability or any action in respect of which indemnity may be sought pursuant to Section 6.1 or 6.2, such person (the "Indemnified Party") shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the "Indemnifying Party") in writing of the expense, loss, claim, judgment, damage, liability or action; provided, however, -------- ------- that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in -------- ------- which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding. 6.4 Contribution. ------------ (a) If the indemnification provided for in the foregoing Sections 6.1, 6.2 and 6.3 is unavailable to any Indemnified Party in respect of any expense, loss, judgment, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such expense, loss, judgment, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection 11 with the actions or omissions which resulted in such expense, loss, judgment, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party 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 such Indemnified Party or such Indemnifying Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation which does not --- ---- take account of the equitable considerations referred to in the immediately preceding Section 6.4(a). The amount paid or payable by an Indemnified Party as a result of any expense, loss, judgment, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6.4, no holder of Shares shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Shares which gave rise to such contribution obligation. 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. 7. MISCELLANEOUS. ------------- 7.1 Rule 144. The Company covenants that it shall file any reports -------- required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Shares may reasonably request, all to the extent required from time to time to enable such holders to sell Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission. 7.2 Assignment; No Third Party Beneficiaries. This Agreement and the ---------------------------------------- rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of each Holder hereunder may be not be assigned or delegated by such Holder in whole or in part except to a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is or under common control with, such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 6 and this Section 7.2. 12 7.3 Notices. All notices, demands, requests, consents, approvals or ------- other communications (collectively, "Notices") required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following timely delivery of such notice to a reputable air courier service. If to the Company: PlanVista Corporation 3501 Frontage Road Tampa, FL 33607 Attention: Phillip S. Dingle Fax: (813) 282-0490 with a copy to: Fowler, White, Gillen, Boggs, Villareal & Banker, P.A. 501 East Kennedy Boulevard Suite 1700 Tampa, Florida 33602 Attention: David C. Shobe, Esq. Fax: (813) 228-9401 If to First Union Nation Bank, as a Holder: First Union National Bank One First Union Center TW-10 301 South College Street Charlotte, North Carolina ###-###-#### Attention: Matthew Berk Fax: (704) 383-6249 If to any other Holder, to the address of such Holder as set forth in the books and records of the Company. 7.4 Severability. This Agreement shall be deemed severable, and the ------------ invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall 13 be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 7.5 Counterparts. This Agreement may be executed in multiple ------------ counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 7.6 Entire Agreement. This Agreement, the Third Amendment and the ---------------- other documents contemplated thereby (including all agreements entered into pursuant hereto and thereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. 7.7 Modifications and Amendments. 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 has obtained the written consent of Holders of at least 66-2/3% of the Shares. No amendment, modification or termination of this Agreement shall be binding upon any other party unless executed in writing by the parties hereto intending to be bound thereby. 7.8 Titles and Headings. Titles and headings of sections of this ------------------- Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 7.9 Waivers and Extensions. Any party to this Agreement may waive ---------------------- any right, breach or default which such party has the right to waive, provided -------- that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts. 7.10 Remedies Cumulative. In the event that the Company fails to ------------------- observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holder or any other holder of Shares may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. The Company agrees to pay all fees, costs, and expenses, including, without limitation, fees and expenses of attorneys, accountants and other experts, and all fees, costs and expenses of appeals, incurred by the Holder or any other holder of Shares in connection with the enforcement of this Agreement or the collection of any sums due hereunder, whether or not suit is commenced. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such 14 right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 7.11 Governing Law. This Agreement shall be governed by, interpreted ------------- under, and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. 7.12 Waiver of Trial by Jury. Each party hereby irrevocably and ----------------------- unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, or the actions of Holder in the negotiation, administration, performance or enforcement hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 15 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. COMPANY PLANVISTA CORPORATION (f/k/a HealthPlan Services Corporation) By:/s/ Phillip S. Dingle ---------------------------------- Name: Phillip S. Dingle Title: Chairman and Chief Executive Officer HOLDERS FIRST UNION NATIONAL BANK, as a Holder By:/s/ Matthew Berk ---------------------------------- Name: Matthew Berk Title: Authorized Officer CREDIT LYONNAIS, NEW YORK BRANCH, as a Holder By:/s/ John-Charles Van Essche ---------------------------------- Name: John-Charles Van Essche Title: Vice President SUNTRUST BANK, as a Holder By:/s/ Samuel M. Ballesteros ---------------------------------- Name: Samuel M. Ballesteros Title: Director FLEET NATIONAL BANK, as a Holder By:/s/ Fred P. Lucy, II ---------------------------------- Name: Fred P. Lucy, II Title: Vice President S-1 SOUTHTRUST BANK, as a Holder By:/s/ B. E. Dishman ---------------------------------- Name: B. E. Dishman Title: Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEEBANK BA "RABOBANK NEDERLAND", NEW YORK BRANCH, as a Holder By: /s/ Edward J. Peyser ---------------------------------- Name: Edward J. Peyser Title: Managing Director By: /s/ John McMahon ---------------------------------- Name: John McMahon Title: Vice President BANK OF AMERICA, N.A., as a Holder By:/s/ Joseph M. Martens ---------------------------------- Name: Joseph M. Martens Title: Senior Vice President AMSOUTH BANK, as a Holder By:/s/ William R. Hoog ---------------------------------- Name: William R. Hoog Title: Vice President HIBERNIA NATIONAL BANK, as a Holder By:/s/ Tammy Angelety ---------------------------------- Name: Tammy Angelty Title: Vice President S-2 FIFTH THIRD BANK, CENTRAL OHIO, as a Holder By: /s/ Mark Ransom ---------------------------------- Name: Mark Ransom Title: Vice President S-3