AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EXHIBIT 10.1
AMENDMENT NO. 1 TO THE
MEDASSETS, INC.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 (this “Amendment”), dated as of April 29, 2008, to the Amended and
Restated Registration Rights Agreement dated as of October 19, 2007 (the “Registration Rights
Agreement”), among MedAssets, Inc., a Delaware corporation (the “Company”), and the
Investors listed therein. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Registration Rights Agreement.
R E C I T A L S
WHEREAS, the Company and the Investors signatory hereto desire to amend the Registration
Rights Agreement in order to grant certain registration rights to the parties (such parties, the
“New Investors”) to this Amendment who will receive shares of Common Stock in connection
with that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among the
Company, Accuro Healthcare Solutions, Inc., a Delaware corporation, Accuro, L.L.C., a Texas limited
liability company, Aston Acquisition I, Inc., a Delaware corporation and wholly owned subsidiary of
the Company, Aston Acquisition II, LLC, a Delaware limited liability company and wholly owned
subsidiary of the Company, the Signing Sellers party thereto and Welsh, Carson, Xxxxxxxx & Xxxxx
IX, L.P., as Representative (as defined therein); and
WHEREAS, Section 3(g) of the Registration Rights Agreement provides that the Registration
Rights Agreement may be amended with the written consent of the Company and the Investors holding a
66-2/3% majority of the then outstanding Registrable Securities.
NOW, THEREFORE, the Registration Rights Agreement is hereby amended as follows:
1. JOINDER. Each New Investor shall be deemed to be a party to the Registration
Rights Agreement, effective as of the Second Effective Time (as defined in the Merger Agreement),
and shall be deemed to be an Investor thereunder.
2. AMENDMENTS TO SECTION 1.
(a) The term “Initiating Holder” in Section 1 of the Registration Rights Agreement is
replaced with the following:
“Initiating Holder: shall mean one of (i) Xxxxx, (ii) Parthenon, (iii) Grotech and
(iv) WCAS;”
(b) The term “Registrable Securities in Section 1 of the Registration Rights Agreement is
replaced with the following:
“Registrable Securities: (A) the shares of Common Stock issued to the Investors
pursuant to the Purchase Agreements, (B) the shares of Common Stock issued or issuable upon
conversion of the Preferred Stock, (C) the shares of Common Stock issued or issuable upon
exercise of the warrants issued to Allied Capital Corporation on November 2, 2001, (D) the shares of Common Stock issued or issuable upon exercise of the warrants issued to Firstar
Capital Corporation and BNP Paribas on November 2, 2001, (E) any additional shares of Common
Stock acquired by the Investors (other than pursuant to a stock option plan or any other
incentive plan), (F) the shares of Common Stock issued to the New Investors pursuant to the
Merger Agreement, including, without limitation, any such shares issued in connection with
the Contingent Payment Amount (as defined in the Merger Agreement) and (G) any capital stock
of the Company issued as a dividend or other distribution with respect to, or in exchange
for or in replacement of, the shares of Common Stock referred to in clauses (A), (B), (C),
(D), (E), (F) or (G) above; provided, however, that shares defined in
clauses (A) through (E) above shall not be deemed to be Registrable Securities if held by
the New Investors;”
(c) The following term is added to Section 1:
“WCAS: shall mean Welsh, Carson, Xxxxxxxx & Xxxxx IX, L.P., a Delaware limited
partnership, and any affiliate of this entity which may from time to time hold Registrable
Securities.”
3. AMENDMENTS TO SECTION 2.
(a) | Section 2(a)(i) is hereby amended and restated in its entirety to read as follows: |
“(i) Request for Registration. If the Company shall receive, from Xxxxx,
Parthenon, Grotech or WCAS, at any time after the date hereof, a written request
that the Company effect any registration with respect to all or a part of the
Registrable Securities, the Company will:”
(b) Section 2(a)(i)(B)(bb) is hereby amended and reinstated in its entirety to read as
follows:
“(bb) (i) With respect to a request for registration by Xxxxx, Parthenon or WCAS,
after the Company has effected two (2) such registrations pursuant to this Section
2(a) requested by Xxxxx, Parthenon or WCAS and, in each case, such registrations
have been declared or ordered effective; and (ii) with respect to a request for
registration by Grotech, after the Company has effected one (1) such registration
pursuant to this Section 2(a) requested by Grotech; and, in each case, such
registration(s) shall have been declared or ordered effective;”
4. MISCELLANEOUS.
(a) Effectiveness. This Amendment shall become effective at the Second Effective
Time. For the avoidance of doubt, this Amendment shall be null and void ab initio if the Merger
Agreement is terminated in accordance with its terms.
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(b) Effect of Amendment. Whenever the Registration Rights Agreement is referred to
therein or in any other agreements, documents and instruments, such reference shall be deemed to be
to the Registration Rights Agreement as amended by this Amendment.
(c) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State.
(d) Section Headings. The headings of the sections and subsections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part thereof.
(e) Notices. All notices to be provided to a New Investor under the Registration
Rights Agreement shall be sent to such New Investor at the address and facsimile number listed on
the signature pages hereto.
(f) No Other Amendment. Except as specifically provided in this Amendment, all other
provisions of the Registration Rights Agreement remain unchanged.
(g) Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall be considered one and the same
agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Registration Rights
Agreement as of the date first set forth above.
MEDASSETS, INC. |
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By: | /s/ Xxxxxxxx Xxxxx | |||
Name: | Xxxxxxxx Xxxxx | |||
Title: | Executive Vice President,
Chief Legal & Administrative Officer |
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INVESTORS:
XXXXX PARTNERS III, L.P.
By: Claudius LLC, its general partner
By: Claudius LLC, its general partner
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
XXXXX PARTNERS INTERNATIONAL III, L.P.
By: Claudius LLC, its general partner
By: Claudius LLC, its general partner
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
XXXXX EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc.
By: Wesson Enterprises, Inc.
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
XXXXX PARTNERS IV L.P.
By: Claudius LLC, its general partner
By: Claudius LLC, its general partner
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
[Signature
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XXXXX PARTNERS INTERNATIONAL IV, L.P.
By: Claudius LLC, its general partner
By: Claudius LLC, its general partner
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
XXXXX EMPLOYEE FUND IV, L.P.
By: Wesson Enterprises, Inc.
By: Wesson Enterprises, Inc.
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
PARTHENON INVESTORS, L.P. | ||||||
By: | Parthenon Investment Advisors, L.L.C. its general partner | |||||
By: | Parthenon Investment Partners, L.L.C. its managing member |
By: | /s/ Xxxx Xxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxx | |||
Title: | ||||
PCIP INVESTORS | ||||||
By: | Parthenon Capital, LLC, its managing partner | |||||
By: | J & R Investment Management Company, LLC, its managing member |
By: | /s/ Xxxx Xxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxx | |||
Title: | ||||
XXXXXX XXXX INVESTMENT CO., INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Chairman & CEO | |||
[Signature
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XXXX XXXXXX GRANTOR RETAINED ANNUITY TRUST
By: Xxxx Xxxxxx and Bank of America, N.A., Trustees
By: Xxxx Xxxxxx and Bank of America, N.A., Trustees
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Trustee | |||
THE XXXX X. XXXXXX REVOCABLE LIVING TRUST |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Trustee | |||
/s/ Xxxx Xxxxxx | ||
XXXX XXXXXX | ||
/s/ Xxxx Xxxxxx | ||
XXXX XXXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
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/s/ Xxxx Xxxxxx | ||
XXXXXXXXX XXXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
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/s/ Xxxx Xxxxxx | ||
XXXXXX XXXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
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/s/ Xxxx Xxxxxx | ||
XXXXXXX XXXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
[Signature
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/s/ Xxxx Xxxxxx | ||
XXXXXX XXXXX XXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
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/s/ Xxxx Xxxxxx | ||
XXXXXXXXX XXXXXXXXX XXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
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/s/ Xxxx Xxxxxx | ||
XXXX XXXXXXX XXXXX, BY XXXX XXXXXX AS ATTORNEY AND PROXY |
SHAMEZ KANJI | ||
XXXX XXXXXXX | ||
XXXX XXXXXX | ||
XXXXX X. XXXXXXXX | ||
XXXXX X. XXXXXXXX | ||
XXXX X. XXXXXXXX | ||
XXXX X. XXXXXXXX |
[Signature
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XXXXXXXX X. XXXXXXXX 2004 INVESTMENTS TRUST |
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By: | Xxxxx X. Xxxxxxxx, Trustee | |||
By: | ||||
Name: | ||||
Title: | ||||
XXXXXXXX XXXXXXXX, TRUSTEE OF THE XXXXXXXX X. XXXXXXXX LIVING TRUST |
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By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | ||||
XXXXX XXXXXXXX | ||
XXXXXX XXXXXXXX | ||
XXXXXXXX XXXXXXXX | ||
XXXXX XXXXXXXX | ||
XXXXXXX XXXXXXXX | ||
XXXXXXX X. XXXXXXXXX, XX. |
[Signature
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ARBOR VITAE PARTNERS, L.P. |
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By: | ||||
Name: | ||||
Title: | ||||
XXXXXX XXXXX | ||
XXXXXXX XXXXXX | ||
XXXXX XXXXXXX | ||
XXXXXX X. XXXXX, XX. | ||
XXXXXX X. XXXXX, XX. | ||
XXXX XXXXXX, XX. |
ALLIED CAPITAL CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
[Signature
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BANC OF AMERICA COMMERCIAL FINANCE CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
BNP PARIBAS |
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By: | ||||
Name: | ||||
Title: | ||||
FIRSTAR CAPITAL CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
XXXXXXXXX CAPITAL PARTNERS, L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By: | ||||
Name: | ||||
Title: | ||||
XXXXXXXXX CAPITAL PARTNERS, (CAYMAN), L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By: | ||||
Name: | ||||
Title: | ||||
[Signature
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XXXXXXXXX CAPITAL PARTNERS,
(EXECUTIVES), L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
(EXECUTIVES), L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By: | ||||
Name: | ||||
Title: | ||||
GREENHILL CAPITAL, L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By its general partner, GCP, L.P.
By its general partner, GCP, LLC
By: | ||||
Name: | ||||
Title: | ||||
FCA VENTURE PARTNERS III, L.P. |
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By: | ||||
Name: | Xxxxxx X. XxXxxxxxx | |||
Title: | General Partner | |||
XXXXXX XXXX | ||
XXXXXX XXXXXXXXX | ||
XXXX XXXXXXX | ||
XXX XXXXXX-XXXXXX | ||
XXXXX XXXXX |
[Signature
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XXXXXXX XXXXX | ||
XXXXXXX XXXXXXX | ||
XXXXX XXXX XXXXX | ||
XXXXXXX XXXXXXXXX | ||
XXXXXXX XXXXXXX | ||
GROTECH PARTNERS VI, L.P. | ||
By: Grotech Capital Group VI, LLC | ||
Its: General Partner |
By: | ||||
Name: | Xxxxxxx X. Xxxxxx | |||
Its: Treasurer | ||||
820 MANAGEMENT TRUST |
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By: | ||||
Name: | ||||
Title: | ||||
[Signature
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BUENA VENTURE ASSOCIATES, L.P. |
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By: | ||||
Name: | ||||
Title: | ||||
CARAMELLA XXXXXXXXX LIVING TRUST
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By: | ||||
Name: | ||||
Title: | ||||
XXXXXX X. XXXXXXX REVOCABLE TRUST |
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By: | ||||
Name: | ||||
Title: | ||||
XXXXXX XXXX | ||||
XXX XXXXXXX |
[Signature
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XXXXXXX XXXXXX & CO. INC., CUSTODIAN FBO XXXX XXXXXXX XXX |
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By: | ||||
Name: | ||||
Title: | ||||
XXXX IDOL | ||||
XXXXXX X. IDSAL | ||||
JUNE M. XXXXX | ||||
XXXXX LLC |
By: | ||||
Name: | ||||
Title: | ||||
XXXXX X. XXXX | ||||
XXXXXX X. XXXXX | ||||
AUNNALESHA XXXXX | ||||
XXXXXXX X. XXXXX | ||||
XXXXXX X. XXXXXXXX | ||||
[Signature Page to Registration Rights Agreement Amendment]
XXXXXXXX XXXXX | ||||
XXXXXXX X. XXXXXXXXX | ||||
XXXXX XXXXXXXXX | ||||
XX XXXXXX 2005 GRAT | ||||
XXXXX XXXXXX | ||||
XXXXXXXX XXXXXX | ||||
XXXXXXX XXXXXX | ||||
XXXX X. XXXXXXXX | ||||
XXXXXX XXXX | ||||
XXXXX XXXX | ||||
XXXXX XXXXX XXXXXXXX | ||||
XXXXXX XXXXX | ||||
[Signature Page to Registration Rights Agreement Amendment]
XXXXX X. XXXXX |
XXXXX X. XXXXXXX REVOCABLE TRUST |
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By: | ||||
Name: | ||||
Title: | ||||
XXXX XXXXXX | ||||
SHL, LTD. |
By: | ||||
Name: | ||||
Title: | ||||
XXXXXXXX XXXXX | ||||
XXXX XXXXXXXX | ||||
THE BALLARDINI FAMILY TRUST |
By: | ||||
Name: | ||||
Title: | ||||
XXXXXXX X. XXXX | ||||
XXXXXXX X. XXXXXXXX | ||||
XXXXXXX X. XXXX |
[Signature Page to Registration Rights Agreement Amendment]
LOI XXXX XX | ||||
XXXXX XXXXXXX | ||||
XXXXXX XXXXXX | ||||
AVEGA PARTNERS, INC. |
By: | ||||
Name: | ||||
Title: | ||||
XXXXXX X. XXXXXXXXX AND XXXXX X. XXXXXXXXX, TRUSTEES OF THE XXXXXXXXX FAMILY TRUST DATED DECEMBER 22, 1995 |
By: | ||||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | Trustee | |||
XXXXXXX XXXXXXXXX, TRUSTEE OF THE XXXXXX XXXXXX XXXXXXXXX IRREVOCABLE TRUST DATED AUGUST 17, 2004 |
By: | ||||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Trustee | |||
[Signature Page to Registration Rights Agreement Amendment]
XXXXXXX XXXXXXXXX, TRUSTEE OF THE CARLY XXXXXX XXXXXXXXX IRREVOCABLE TRUST DATED AUGUST 17, 2004 |
By: | ||||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Trustee | |||
XXXXXXX XXXXXXXXX, TRUSTEE OF THE ZOIE XXXXXXX XXXXXXXXX IRREVOCABLE TRUST DATED AUGUST 17, 2004 |
By: | ||||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Trustee | |||
XXXXXX X. XXXXXXX | ||||
XXXXXX X. XXXXXXX AND XXXXX X. XXXXXXX, TRUSTEES OF THE KAZAMEK AND XXXXXXX FAMILY TRUST DATED SEPTEMBER 5, 2003 |
By: | ||||
Name: | Xxxxxx Xxxxxxx & Xxxxx Xxxxxxx | |||
Title: | Trustees | |||
C. A. Piccolo |
[Signature Page to Registration Rights Agreement Amendment]
NEW INVESTORS: | ||||||
WELSH, CARSON, XXXXXXXX & XXXXX IX, L.P. | ||||||
BY: WCAS IX ASSOCIATES LLC, | ||||||
Its General Partner | ||||||
By: | /s/ D. Xxxxx Xxxxxxx | |||||
Name: | D. Xxxxx Xxxxxxx | |||||
Title: | Managing Member |
[Signature Page to Registration Rights Agreement Amendment]
Xxxxxxx X. Xxxxxx | ||||
Xxxxxx X. XxXxxxxxx | ||||
Xxxxxx X. Minicussi | ||||
Xxxxxxx X. xx Xxxxxx | ||||
Xxxx X. Xxxxxxx | ||||
Xxxxxxxx X. Rather | ||||
Xxxxxx Xxxxx | ||||
D. Xxxxx Xxxxxxx | ||||
Xxxx X. Xxxxx | ||||
Xxxxx X. Xxxxxxxx | ||||
Xxxx X. Xxxxxxx | ||||
Xxxx Xxxxxxx, Xx. | ||||
Xxxx X. Xxx | ||||
Xxxxxxx X. Xxxxxxx | ||||
Xxxxx Xxxxx | ||||
Xxxxx Xxxxx | ||||
Xxxxxxx Xxxxxx | ||||
Xxxx Xxxxx |
By: | /s/ Xxxxxxxx X. Rather | |||||
Name: | Xxxxxxxx X. Rather | |||||
Title: | Attorney-in-Fact | |||||
WCAS MANAGEMENT CORPORATION | ||||||
By: | /s/ Xxxxxxxx X. Rather | |||||
Name: | Xxxxxxxx X. Rather | |||||
Title: | Treasurer |
[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxx Xxxxx | ||||
Xxxx Xxxxx | ||||
[Signature Page to Registration Rights Agreement Amendment]
Select Capital Ventures I, L.P. | ||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxxx | |||||
Title: | Managing Member |
[Signature Page to Registration Rights Agreement Amendment]
D. Xxxxx Xxxxxxx — XXX | ||||||
By: | /s/ D. Xxxxx Xxxxxxx | |||||
Name: | ||||||
Title: |
[Signature Page to Registration Rights Agreement Amendment]
THE XXXXXXX X. XXXXX | ||||||
2004 IRREVOCABLE TRUST | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Trustee |
[Signature Page to Registration Rights Agreement Amendment]
THE XXXXX X. XXXXXXXX 2004 IRREVOCABLE TRUST |
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By: | /s/ Xxxx Xxxxxxxx | |||||
Name: | Xxxx Xxxxxxxx | |||||
Title: | Trustee |
[Signature Page to Registration Rights Agreement Amendment]
Xxxxx Family Enterprises, LP | ||||||
By: | /s/ Xxxx Xxxxx | |||||
Name: | Xxxx Xxxxx | |||||
Title: | General Partner |
[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxx Xxxxx | ||||||
Xxxx Xxxxx |
[Signature Page to Registration Rights Agreement Amendment]
B&F Family Enterprises, LP | ||||||
By: | /s/ Xxxx X. Xxxxxxx | |||||
Name: | Xxxx X. Xxxxxxx | |||||
Title: | President, B&F Family Management, LLC General Partner |
[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxxxx Xxxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
X X Starship Enterprise, L.P. | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxxx
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Title: | President, X X Starship, LLC General Partner |
[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxxxx Xxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
Xxxxxxx Family Investments, LLLP | ||||||
By: Name: |
/s/ Xxxxx X. Xxxxxxx
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Title: | General Partner |
[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxx Xxxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
Cordillera Interest, Ltd. | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxxx
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Title: | President |
[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxxx Xxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxx X. Xxxxx
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[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxx XxXxxxx
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[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxx Xxxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxx Xxxxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxx Xxxxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
/s/ Xxxxx Xxxxxx
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[Signature Page to Registration Rights Agreement Amendment]
GE Capital Corporation | ||||||
By: Name: |
/s/ Xxxx Xxxx
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Title: | Duly Authorized Signatory |
[Signature Page to Registration Rights Agreement Amendment]