exv4w2



 





Exhibit 4.2




 

 






REGISTRATION RIGHTS AGREEMENT




by and between




HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED



and




KKR I-H LIMITED




GS CAPITAL PARTNERS VI FUND, L.P.




GS CAPITAL PARTNERS VI PARALLEL, L.P.




GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.




GS CAPITAL PARTNERS VI GMBH & CO. KG




CITIBANK, N.A.




HSBC USA, INC.




October 23, 2007




 

 







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	1. Definitions
	 	 	1	 
	 
	 	 	 	 
	2. Registration Under the 1933 Act
	 	 	5	 
	2.1 Shelf Registration
	 	 	5	 
	2.2 Expenses
	 	 	7	 
	2.3 Effectiveness
	 	 	7	 
	2.4 Interest
	 	 	7	 
	2.5 Suspension
	 	 	8	 
	 
	 	 	 	 
	3. Registration Procedures
	 	 	9	 
	 
	 	 	 	 
	4. Indemnification; Contribution
	 	 	12	 
	 
	 	 	 	 
	5. Distributions by Holders
	 	 	16	 
	 
	 	 	 	 
	6. Miscellaneous
	 	 	20	 
	6.1 No Inconsistent Agreements
	 	 	20	 
	6.2 Amendments and Waivers
	 	 	20	 
	6.3 Notices
	 	 	21	 
	6.4 Successor and Assigns
	 	 	21	 
	6.5 Third Party Beneficiaries
	 	 	21	 
	6.6 Specific Enforcement
	 	 	21	 
	6.7 Counterparts
	 	 	21	 
	6.8 Headings
	 	 	22	 
	6.9 GOVERNING LAW
	 	 	22	 
	6.10 Severability
	 	 	22	 
	6.11 Entire Agreement
	 	 	22	 
	6.12 Interpretation
	 	 	22	 







 









 








INDEX OF DEFINED TERMS








	 	 	 	 	 
	1933 Act
	 	 	1	 
	1934 Act
	 	 	1	 
	1939 Act
	 	 	1	 
	Additional Interest
	 	 	7	 
	Affiliate
	 	 	1	 
	Agreement
	 	 	1	 
	Automatic Shelf Registration Statement
	 	 	1	 
	Bank Purchaser
	 	 	1	 
	Bank Purchaser Transfer Event
	 	 	1	 
	Bank Purchasers
	 	 	1	 
	Beneficially Own
	 	 	1	 
	Business Day
	 	 	2	 
	Closing Date
	 	 	2	 
	Common Stock
	 	 	2	 
	Company
	 	 	1	 
	Conversion Rate
	 	 	2	 
	Definitions
	 	 	1	 
	Delay Period
	 	 	16	 
	Depositary
	 	 	2	 
	Effectiveness Period
	 	 	5	 
	Free Writing Prospectus
	 	 	2	 
	GSCP
	 	 	2	 
	Holder
	 	 	2	 
	Indenture
	 	 	2	 
	Initial Purchaser
	 	 	2	 
	Issuer Free Writing Prospectus
	 	 	2	 
	KKR Holder
	 	 	2	 
	KKR Purchaser
	 	 	2	 














	 	 	 	 	 
	Majority Holders
	 	 	3	 
	Notes
	 	 	1	 
	Permitted Transfer
	 	 	3	 
	Person
	 	 	3	 
	Pre-Announcement Periods
	 	 	17	 
	Prospectus
	 	 	3	 
	Purchase Agreement
	 	 	1	 
	Purchasers
	 	 	1	 
	Questionnaire
	 	 	5	 
	Registrable Securities
	 	 	3	 
	Registration Default
	 	 	7	 
	Registration or Offering Expenses
	 	 	3	 
	Rule 144A
	 	 	4	 
	SEC
	 	 	4	 
	Securities
	 	 	1	 
	Security Agreement
	 	 	4	 
	Shelf Effectiveness Deadline
	 	 	5	 
	Shelf Registration
	 	 	4	 
	Shelf Registration Statement
	 	 	4	 
	Sponsor Purchasers
	 	 	4	 
	Sponsor Supported Distribution
	 	 	4	 
	Sponsors
	 	 	4	 
	Substantial Distribution
	 	 	5	 
	Suspension Period
	 	 	8	 
	Threshold Amount
	 	 	5	 
	Trustee
	 	 	5	 
	Underwriter
	 	 	5	 
	Well-Known Seasoned Issuer
	 	 	5	 













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REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2007, by and
among HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware corporation (the
“Company”), and the PURCHASERS NAMED ON EXHIBIT A of the Purchase Agreement (as defined
below) (collectively, the “Purchasers”).



     This Agreement is made pursuant to the Note Purchase Agreement, dated October 22, 2007 (the
“Purchase Agreement”), by and among the Company, the Purchasers and, solely for purposes of
Articles 1, Sections 4.6, 5.5, 5.6 and 7.1 and Article 9 thereto, Sponsors (as defined below),
which provides for the sale by the Company to the Purchasers of $400,000,000 aggregate principal
amount of the Company’s 1.25% Convertible Senior Notes due 2012 (the “Notes”). The Notes
together with the shares of Common Stock (as defined below) into which the Notes are convertible
are referred to herein as the “Securities.” In order to induce the Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution of this Agreement is a condition to the closing under the Purchase
Agreement.



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



     1. Definitions.



     As used in this Agreement, the following capitalized defined terms shall have the following
meanings:



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



     “1934 Act” shall mean the Securities Exchange Act of l934, as amended.



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



     “Affiliate” shall have the meaning given to it in the Indenture.



     “Automatic Shelf Registration Statement” shall have the meaning set forth in Rule 405
of the 1933 Act.



     “Bank Purchasers” means, collectively, Citibank, N.A. and HSBC USA, Inc. (each,
individually, a “Bank Purchaser”).



     “Bank Purchaser Transfer Event” shall have the meaning given to it in the Purchase
Agreement.



     “Beneficially Own” or “Beneficial Ownership” shall have the meaning set forth
in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for
purposes of this Agreement the words “within sixty days” in Rule 13d-3(d)(1)(i) shall not apply, to
the effect that a Person shall be deemed to be the beneficial owner of a security if that Person
has the right to acquire beneficial ownership of such security at any time, provided that, for the
avoidance of doubt, a Bank



 









 







Purchaser shall be deemed to Beneficially Own Securities over which such
Bank Purchaser is exercising its rights under Section 6 of the Security Agreement.



     “Business Day” shall mean any calendar day on which the New York Stock Exchange, the
NASDAQ Stock Market and the Securities and Exchange Commission are open for trading or business, as
the case may be.



     “Closing Date” shall have the meaning given to it in the Purchase Agreement.



     “Common Stock” shall mean any shares of common stock, $0.01 par value, of the Company
and any other shares of common stock as may constitute “Common Stock” for purposes of the
Indenture.



     “Conversion Rate” shall have the meaning given to it in the Indenture.



     “Depositary” shall mean The Depository Trust Company and its successors or assigns, or
any other depositary appointed by the Company, provided, however, that such appointed depositary
must have an address in the Borough of Manhattan, in the City of New York, unless no such
depositary is available.



     “Free Writing Prospectus” shall have the meaning set forth in Rule 405 of the 1933
Act.



     “GSCP” shall mean, collectively, GS Capital Partners VI Fund, L.P., GS Capital
Partners VI Parallel, L.P., GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI
GmbH & Co. KG.



     “Holder” shall mean any Purchaser, for so long as it owns any Registrable Securities,
and each of its successors, assigns and direct and indirect transferees who become registered
owners of Registrable Securities under the Indenture.



     “Indenture” shall mean the Indenture relating to the Notes, dated as of the date
hereof, between the Company and Wells Fargo Bank, National Association, as Trustee, as the same may
be amended, supplemented, waived or otherwise modified from time to time in accordance with the
terms thereof.



     “Initial Purchaser” shall mean an initial purchaser or placement agent in connection
with the offer or sale of Securities pursuant to a Sponsor Supported Distribution effected under
Rule 144A under the Exchange Act.



     “Issuer Free Writing Prospectus” shall have the meaning set forth in Rule 433 of the
1933 Act.



     “KKR Holder” means the KKR Purchaser, for so long as it owns any Registrable
Securities, and each of its Affiliates who become registered owners of Registrable Securities under
the Indenture.



     “KKR Purchaser” means KKR I-H Limited.



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     “Majority Holders” shall mean Holders holding over 50% of the aggregate principal
amount of the outstanding Notes constituting Registrable Securities outstanding; provided that, for
the purpose of this definition, a holder of shares of Common Stock into which the Notes were
converted shall be deemed to hold an aggregate principal amount of the Notes (in addition to the
principal amount of Notes held by such holder) equal to the product of (A) the quotient of (x) the
number of such shares of Common Stock held by such holder and (y) the Conversion Rate in effect at
the time of the conversion of the Notes into such shares of Common Stock as determined in
accordance with the Indenture and (B) $1,000, provided further, that whenever the consent or
approval of the Majority Holders or of a specified percentage of the Holders of Registrable
Securities is required hereunder, Notes, or Common Stock into which the Notes were converted, held
by the Company or any Subsidiary of the Company (other than the Sponsors or their Affiliates to the
extent they are deemed to be “Affiliates” of the Company at such time) shall be disregarded in
determining whether such consent or approval was given by the Majority Holders or such specified
percentage of the Holders of Registrable Securities.



     “Permitted Transfer” shall have the meaning given such term in Section 7.1(a) of the
Purchase Agreement.



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



     “Prospectus” shall mean the prospectus relating to the Securities included in a Shelf
Registration Statement, including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered by a Shelf
Registration Statement, and by all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all materials incorporated by reference
therein.



     “Registrable Securities” shall mean all or any of the Securities; provided, however,
that such Securities shall cease to be Registrable Securities when (i) a Shelf Registration
Statement with respect to such Securities shall have become effective under the 1933 Act and such
Securities shall have been sold or transferred pursuant to such Shelf Registration Statement,
(ii) such Securities have been transferred in compliance with Rule 144 under the 1933 Act (or any
successor provision thereto), or after the second anniversary of the date hereof are
transferable pursuant to paragraph (k) of Rule 144 (or any successor provision thereto), or
(iii) such Securities shall have ceased to be outstanding.



     “Registration or Offering Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including: (i) all SEC
registration and filing fees, (ii) in the case of a Sponsor Supported Distribution for the benefit
of the Purchasers, all reasonable fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements of one counsel for
any Underwriters, Initial Purchasers or Holders in connection with blue sky qualification of any of
the Registrable Securities), (iii) all expenses of the Company in preparing or assisting in
preparing, word processing, printing



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and distributing any Shelf Registration Statement and any
Prospectus, and, in the case of a Sponsor Supported Distribution, any offering or information
memorandum, any amendments or supplements thereto, any securities sales agreements and any other
documents relating to the performance of and compliance with this Agreement, (iv) all fees and
expenses incurred in connection with the listing, if any, of any of the Registrable Securities on
any securities exchange or exchanges, (v) all rating agency fees, if any, (vi) the fees and
disbursements of counsel for the Company and of the independent public accountants of the Company,
including, in the case of a Sponsor Supported Distribution, the expenses of any “comfort letters”,
(vii) the reasonable fees and expenses of the Trustee, and any escrow agent or custodian, and
(viii) the reasonable fees and expenses of a single counsel to the Holders in connection with the
Shelf Registration Statement (not to exceed in the aggregate $10,000) and in connection with a
Sponsor Supported Distribution (not to exceed in the aggregate $50,000 for each Sponsor Supported
Distribution), which counsel shall be selected by the Majority Holders, but excluding any
underwriting discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder and, except as provided under clause
(viii) above, all expenses and fees for all counsel and other professionals representing the
Holders.



     “Rule 144A” means Rule 144A under the 1933 Act.



     “SEC” shall mean the Securities and Exchange Commission or any successor agency or
government body performing the functions currently performed by the United States Securities and
Exchange Commission.



     “Security Agreement” shall have the meaning given such term in the Purchase Agreement.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2.1.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company pursuant to the provisions of Section 2.1 of this Agreement which covers all of the
Registrable Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar
rule that may be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all materials incorporated by reference therein;
provided, however, that a registration statement shall not be deemed a Shelf Registration
Statement until such time as it includes a Prospectus relating to the Securities.



     “Sponsors” shall mean, collectively, Kohlberg Kravis Roberts & Co. L.P. and GSCP
(each, a “Sponsor”).



     “Sponsor Purchasers” shall mean the Purchasers other than the Bank Purchasers and
their Affiliates that acquire Beneficial Ownership of Securities in a Permitted Transfer.



     “Sponsor Supported Distribution” means a distribution of Notes that are Registrable
Securities in connection with which Holders have utilized their rights for cooperation from the
Company under Section 5 of this Agreement.



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     “Substantial Distribution” shall mean an offer and sale of Securities that are
Registrable Securities of at least the Threshold Amount by one or more Holders to purchasers that
are not Affiliates of the Company, where such offer and sale is made pursuant to either Rule 144A
or pursuant to a bona fide public offering made pursuant to the Shelf Registration Statement.



     “Threshold Amount” shall mean, with respect to an offer and sale of Securities that
are Registrable Securities, an aggregate of at least $75 million principal amount of Securities;
provided however, if the proposed offer and sale of Securities relates to all of the Securities
held by a Holder and its Affiliates, “Threshold Amount” shall mean an aggregate of at least $50
million principal amount of such Securities.



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



     “Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 of the 1933
Act.



     “Underwriter” shall mean an underwriter, as defined in the 1933 Act, of the Securities
in connection with an offering thereof under a Shelf Registration Statement pursuant to and in
accordance with a Sponsor Supported Distribution.



     2. Registration Under the 1933 Act.



          2.1 Shelf Registration.




               (a) No later than twelve months after the Closing Date (the “Shelf Effectiveness
Deadline”) the Company shall, at its cost, file with the SEC, and use its reasonable efforts to
cause to become effective, a Shelf Registration
Statement relating to the offer and sale of the Registrable Securities by the Holders that
have provided the Questionnaire and the other information pursuant to Section 2.1(c). If the
Company is a Well-Known Seasoned Issuer at the time of filing the Shelf Registration Statement with
the SEC, such Shelf Registration Statement shall be designated by the Company as an Automatic Shelf
Registration Statement.



               (b) The Company shall, at its cost, use its reasonable efforts, subject to Section 2.5, to
keep the Shelf Registration Statement continuously effective in order to permit the Prospectus
forming part thereof to be usable by Holders until the earlier of (i) such time as all of the
Securities cease to be Registrable Securities and (ii) the date that is five years and three months
after the date hereof (the “Effectiveness Period”).



               (c) Notwithstanding any other provision hereof, no Holder of Registrable Securities may
include any of its Registrable Securities in the Shelf Registration Statement pursuant to this
Agreement unless the Holder furnishes to the Company a fully completed notice and questionnaire in
the form attached hereto as Exhibit A (the “Questionnaire”) and such other information in
writing as the Company may reasonably request in writing for use in connection with the Shelf
Registration Statement or Prospectus included therein and in any application to be filed with or
under state securities laws. At least 30 days prior to the filing of the Shelf Registration
Statement, the Company will provide notice to the Holders of its intention to file the Shelf
Registration Statement; provided, however, that if the Company elects to register the Registrable
Securities pursuant to a Prospectus to a Shelf Registration Statement that has already been
declared



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effective, the Company will provide notice to the Holders of its intention to file the
initial Prospectus at least 30 days prior to such filing. In order to be named as a selling
securityholder in the Shelf Registration Statement or Prospectus at the time of effectiveness of
the Shelf Registration Statement or such Prospectus, as applicable, each Holder must no later than
20 days following notice by the Company of such filing, furnish in writing the completed
Questionnaire and such other information that the Company may reasonably request in writing, if
any, to the Company and the Company will include the information from the completed Questionnaire
and such other information, if any, in the Shelf Registration Statement and the Prospectus, as
necessary and in a manner, so that upon effectiveness of the Shelf Registration Statement the
Holder will be permitted to deliver the Prospectus to purchasers of the Holder’s Registrable
Securities. From and after the date that the Shelf Registration Statement becomes effective, upon
receipt of a completed Questionnaire and such other information that the Company may reasonably
request in writing, if any, the Company will use its reasonable efforts to file any amendments or
supplements to the Shelf Registration Statement necessary for such Holder to be named as a selling
securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus
to purchasers of the Holder’s Securities (subject to the Company’s right to suspend the Shelf
Registration Statement as described in Section 2.5 below); provided, however, that from and after
the beginning of the calendar quarter first commencing after March 31, 2008, the Company shall not
be required to file an amendment or supplement to add Holders for such purpose except (x) in
connection with a Sponsor Supported Distribution and (y) on no more than one other occasion per
calendar quarter. Holders that do not deliver a completed written Questionnaire and such other
information, as provided for in this Section 2.1(c), will not be named as selling securityholders
in the Prospectus. Each Holder named as a selling securityholder in the Prospectus agrees to
promptly furnish to the Company in writing all information required to be disclosed in order to
make information previously furnished to
the Company by the Holder not materially misleading and any other information regarding such
Holder and the distribution of such Holder’s Registrable Securities as the Company may from time to
time reasonably request in writing.



               (d) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus it will do so only in accordance with
Section 2.1(c) and subject to Section 2.5. Each Holder agrees not to sell any Registrable
Securities pursuant to the Shelf Registration Statement without delivering, or causing to be
delivered, a Prospectus (excluding those materials incorporated by reference therein) to the
purchaser thereof and, following termination of the Effectiveness Period, to notify the Company,
within ten days of a written request by the Company, of the amount of Registrable Securities sold
pursuant to the Shelf Registration Statement and, in the absence of a response within such period,
the Company may assume that all of such Holder’s Registrable Securities have been so sold.



               (e) The Company agrees that, in the context of a registered Sponsor Supported Distribution,
and only for the period of 30 days from the earlier of the public announcement or commencement of
marketing efforts with respect to such Sponsor Supported Distribution, unless it obtains the prior
consent of the managing Underwriter (which consent shall not be unreasonably withheld or delayed),
and each Holder agrees that, unless it obtains the prior written consent of the Company, it will
not make any offer relating to the Securities that would constitute an Issuer Free Writing



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Prospectus, or that would otherwise constitute a Free Writing Prospectus required to be filed with
the SEC. The Company represents that any Issuer Free Writing Prospectus prepared by it or
authorized by it in writing for use by such Holder will be delivered to each such Holder and will
not include any information that conflicts with the information contained in the Shelf Registration
Statement or the Prospectus and that any such Issuer Free Writing Prospectus, when taken together
with the information in the Shelf Registration Statement and the Prospectus, will not include any
untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading.



     The Company agrees to supplement or amend the Shelf Registration Statement if required by the
1933 Act or the rules and regulations thereunder or by the instructions applicable to the
registration form used by the Company or, to the extent the Company does not reasonably object, as
reasonably requested by the Purchasers with respect to information relating to such Purchasers or
by the Trustee on behalf of the Holders covered by such Shelf Registration Statement with respect
to information relating to such Holders, and to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after it is used or filed with the SEC.



          2.2 Expenses. The Company shall pay all Registration and Offering Expenses in
connection with the registration pursuant to Section 2.1 and, without duplication, in connection
with a Sponsor Supported Distribution pursuant to Section 5. Each Holder shall pay all
underwriting and placement discounts and commissions, agency and placement fees, brokers
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities.




          2.3 Effectiveness. After a Shelf Registration Statement is effective, if the offering
of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other governmental agency or
court, such Shelf Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Registrable Securities pursuant to such Shelf
Registration Statement may legally resume.




          2.4 Interest. In the event that (a) a Shelf Registration Statement has not become
effective by the Shelf Effectiveness Deadline, (b) after the Shelf Registration Statement has
become effective, subject to Section 2.5, the Shelf Registration Statement fails to be effective or
usable by the Holders (determined as if there were no trading restrictions which the Sponsor
Purchasers and their Affiliates are subject to under Section 7.1 of the Purchase Agreement at such
time) without being succeeded within seven Business Days by a post-effective amendment or a report
filed with the SEC pursuant to the 1934 Act that cures the failure to be effective or usable or
(c) the Shelf Registration Statement is unusable by the Holders for any reason (determined as if
there were no trading restrictions which the Sponsor Purchasers and their Affiliates are subject to
under Section 7.1 of the Purchase Agreement at such time), and the number of days for which the
Shelf Registration Statement shall not be usable (determined as if there were no trading
restrictions which the Sponsor Purchasers and their Affiliates are subject to under Section 7.1 of
the Purchase Agreement at such time) exceeds any Suspension Period permitted by Section 2.5
hereunder (each such event being a “Registration Default”), additional interest
(“Additional Interest”), will accrue on the Notes that are Registrable Securities at a rate
per annum of 0.25% of



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the principal amount of the Notes that are Registrable Securities, payable
periodically on April 15th and October 15th each year; provided, however, that, in no event shall
Additional Interest accrue at a rate per annum exceeding 0.25% of the principal amount of the Notes
that are Registrable Securities; provided further that no Additional Interest shall accrue under
clauses (b) and (c) above with respect to any Holder that (x) does not deliver to the Company a
completed Questionnaire and such other information that the Company may reasonably request, if any,
as provided for in Section 2.1(c), and (y) is not named as a selling securityholder in the Shelf
Registration Statement. Notwithstanding the foregoing, in no event will Additional Interest be
payable in connection with a Registration Default relating to a failure to register the Common
Stock into which the Notes are convertible; for the avoidance of doubt, if none of the Securities
are registered then Additional Interest only will be payable in connection with the Registration
Default relating to the failure to register the Notes. Upon the cure of all Registration Defaults
then continuing, the accrual of Additional Interest will automatically cease and the interest rate
borne by the Notes will revert to the original interest rate at such time. Additional Interest
shall be computed based on the actual number of days elapsed in each six-month period between
payment dates after the Shelf Effectiveness Deadline in which the Shelf Registration Statement is
not effective or is unusable. Holders who have converted Notes into Common Stock will not be
entitled to receive any Additional Interest with respect to such Common Stock or the principal
amount of the Notes converted.




     The Trustee shall be entitled, but shall not be obligated, on behalf of the Holders of
Registrable Securities, to seek any available remedy for the enforcement of this Agreement,
including for the payment of any Additional Interest. Notwithstanding the foregoing, the parties
agree that the sole monetary damages payable for a violation of the terms of this Agreement with
respect to which Additional Interest is expressly provided shall be such Additional Interest.
Nothing shall preclude a Holder of Registrable Securities from pursuing or obtaining specific
performance or equitable relief with regard to this Agreement. Each obligation to pay Additional
Interest shall be deemed to accrue from and including the day following the Registration Default to
but excluding the day on which the Registration Default is cured.



     A Registration Default under clause (a) above shall be cured on the date that the Shelf
Registration Statement becomes effective. A Registration Default under clauses (b) or (c) above
shall be cured on the date an amended Shelf Registration Statement becomes effective or the Company
otherwise declares the Shelf Registration Statement and the Prospectus useable, as applicable.



     The parties agree that the Additional Interest provided for in this Section 2.4 constitutes a
reasonable estimate of the damages that may be incurred by Holders of Registrable Securities and
does not constitute a penalty.



          2.5 Suspension. Notwithstanding any other provision hereof, the Company may suspend
the use of any Prospectus, without incurring or accruing any obligation to pay Additional Interest
pursuant to Section 2.4, for a period not to exceed 90 consecutive calendar days or an aggregate of
120 calendar days in any twelve-month period, as such period may be reduced pursuant to Section
5(b) hereof (each, a “Suspension Period”), if the Company shall have determined in good
faith that because of valid business reasons (not including avoidance of the Company’s obligations
hereunder), including without limitation plans for a registered public offering, an acquisition or
other proposed or pending corporate developments and similar events or because of filings with the
SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such
use the



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Company provides the Holders with written notice of such suspension, which notice need not
specify the nature of the event giving rise to such suspension (and, upon receipt of such notice,
each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration
Statement until such Holder is advised in writing that the Prospectus may be used, which notice the
Company agrees to provide promptly following the lapse of the event or circumstances giving rise to
such suspension). Each Holder shall keep confidential any communications received by it from the
Company regarding the suspension of the use of the Prospectus (including the fact of the
suspension), except as required by applicable law.




     3. Registration Procedures.



     In connection with the obligations of the Company with respect to the Shelf Registration, the
Company shall:



               (a) at a reasonable time prior to filing the Shelf Registration Statement, any Prospectus
forming a part thereof, any amendment to the Shelf Registration Statement or amendment or
supplement to such Prospectus (other than amendments and supplements that do nothing more than name
Holders and provide information with respect thereto), furnish to the Purchasers or any Underwriter
or designee thereof and one special counsel to the Purchasers or any Underwriter or designee
thereof copies of all such documents proposed to be filed and use its reasonable efforts to address
in each such document when so filed with the SEC such comments as the Purchasers or any Underwriter
or designee thereof and such special counsel to the Purchasers or any Underwriter or designee
thereof reasonably shall propose within three (3) Business Days of the delivery of such copies to
the Purchasers or any Underwriter or designee thereof and counsel to the Purchaser or any
Underwriter or designee thereof. In addition, if any Holder that has provided the Questionnaire
and the other information required by Section 2.1(c) shall so request in writing, a reasonable time
prior to filing any such documents, the Company shall furnish to such Holder copies of all such
documents proposed to be filed and use its reasonable efforts to reflect in each such document when
so filed with the SEC such comments as such Holder reasonably shall propose within three (3)
Business Days of the delivery of such copies to such Holder;



               (b) prepare and file with the SEC such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary under applicable law to keep the Shelf Registration
Statement effective for the Effectiveness Period, subject to Section 2.5; and cause each Prospectus
to be supplemented by any required prospectus supplement, and as so supplemented to be filed in
compliance with Rule 424 (or any similar provision then in force) under the 1933 Act and use
reasonable efforts to comply during the Effectiveness Period with the provisions of the 1933 Act,
the 1934 Act and the rules and regulations thereunder required to enable the disposition of all
Registrable Securities covered by the Shelf Registration Statement in accordance with the intended
method or methods of distribution (as provided to the Company in the Questionnaires) by the selling
Holders thereof;



               (c) (i) notify each Holder of Registrable Securities of the filing of a Shelf Registration
Statement or any post-effective amendment to a Shelf Registration Statement and of when any such
Shelf Registration Statement or any post-effective amendment to a Shelf Registration Statement has
become effective; (ii) during the Effectiveness Period, furnish to each Holder of



-9-









 







Registrable
Securities that has provided the Questionnaires and the information required by Section 2.1(c) and
to each Underwriter, if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other documents as such
Holder or Underwriter may reasonably request in writing, including financial statements and
schedules and, if such Holder or Underwriter so requests, all exhibits thereto in connection with
the sale or other disposition of the Registrable Securities; and (iii) subject to Section 2.5 and
to any notice by the Company in accordance with Section 3(e) of the existence of any fact of the
kind described in Sections 3(e)(i), (ii), (iii), (iv) and (v), hereby consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders and Underwriters
of Registrable Securities that has provided the Questionnaire and the other information required by
Section 2.1(c) in connection with the offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth therein;



               (d) use reasonable efforts to register or qualify or cooperate with the Holders and
Underwriters in connection with the registration or qualification (or exemption from such
registration or qualification) of the Registrable Securities under all applicable state securities
or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Shelf
Registration Statement and each Underwriter shall reasonably request in writing, and do any and all
other acts and things which may be reasonably necessary or advisable to enable each such Holder and
Underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), or (ii) take any action which would subject it to
general service of process or taxation in any such jurisdiction where it is not then so subject;



               (e) notify as promptly as reasonably practicable each Holder of Registrable Securities under a
Shelf Registration that has provided the Questionnaire and the other information required by
Section 2.1(c) and, if requested by such Holder, confirm such advice in writing promptly (i) of any
request, following the effectiveness of the Shelf Registration Statement under the 1933 Act, by the
SEC or any state securities authority for post-effective amendments and supplements to a Shelf
Registration Statement and Prospectus or for additional information after the Shelf Registration
Statement has become effective, (ii) of the issuance by the SEC or any state securities authority
of any stop order suspending the effectiveness of a Shelf Registration Statement or the initiation
of any proceedings for that purpose, (iii) of the occurrence (but not the nature of or details
concerning) of any event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Shelf Registration Statement or the
related Prospectus untrue in any material respect or which requires the making of any changes in
such Shelf Registration Statement or Prospectus in order to make the statements therein not
misleading, (provided, however, that no notice by the Company shall be required pursuant to this
clause (iii) in the event that the Company either promptly files a Prospectus supplement to update
the Prospectus or a Form 8-K or other appropriate 1934 Act report that is incorporated by reference
into the Shelf Registration Statement, which, in either case, contains the requisite information
that results in such Shelf Registration Statement no longer containing any untrue statement of
material fact or omitting to state a material fact necessary to make the statements therein not
misleading), (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding



-10-









 







for such purpose and (v) of any determination by the Company that
a post-effective amendment to such Shelf Registration Statement would be required by applicable
law.



               (f) provided a Holder (collectively with its Affiliates) then holds at least $50 million
aggregate principal amount of Registrable Securities, as promptly as reasonably practicable furnish
to such Holder and any Underwriter or designee thereof and one special counsel to the Sponsor
Purchasers or a Bank Purchaser, or any Underwriter or designee thereof on behalf of the Holders
(i) copies of any comment letters received from the SEC with respect to a Shelf Registration
Statement or any documents incorporated therein and (ii) any other request by the SEC or any state
securities authority for amendments or supplements to a Shelf Registration Statement and Prospectus
or for additional information with respect to the Shelf Registration Statement and Prospectus;



               (g) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of a Shelf Registration Statement at the earliest practicable moment or, if any such order or
suspension is made effective during any Suspension Period, at the earliest practicable moment after
the Suspension Period;



               (h) upon the occurrence of any event or the discovery of any facts, each as contemplated by
Sections 3(e)(i), (ii), (iii), (iv) and (v), as promptly as practicable after the occurrence of
such an event, use reasonable efforts to prepare a supplement or post-effective amendment to the
Shelf Registration Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities, such Prospectus will not contain at the time of such delivery any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading; and,
at such time as such public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a material fact or to
include any omitted material fact, the Company agrees promptly to notify each Holder that has
provided the Questionnaire and the other information required by Section 2.1(c) of such
determination and to furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request;



               (i) (i) use reasonable efforts to cause the Indenture to be qualified under the 1939 Act in
connection with the registration of the Registrable Securities, (ii) cooperate with the Trustee and
the Holders to effect such changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the 1939 Act, and (iii) execute, and use reasonable
efforts to cause the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the SEC to enable the Indenture to be
so qualified in a timely manner;



               (j) use its commercially reasonable efforts to cause all Registrable Securities to be listed
on any securities exchange or inter-dealer quotation system on which similar securities issued by
the Company are then listed;



-11-









 





               (k) make generally available to its security holders, as soon as reasonably practicable,
earning statements covering at least 12 months (which need not be audited) satisfying the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; and



               (l) make a reasonable effort to provide such information as is required for any filings
required to be made with the Financial Industry Regulatory Authority.



     Without limiting the provisions of Section 2.1(c), the Company may (as a condition to such
Holder’s participation in the Shelf Registration) require each Holder of Registrable Securities to
furnish to the Company such information regarding the Holder and the proposed distribution by such
Holder of such Registrable Securities as the Company may from time to time reasonably request in
writing. Each Holder agrees promptly to furnish to the Company in writing all information required
to be disclosed in order to make the information previously furnished to the Company by such Holder
not misleading, any other information regarding such Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Prospectus or Shelf
Registration Statement under applicable law or pursuant to SEC comments and any information
otherwise reasonably required by the Company to comply with applicable law or regulations.



     Each Holder agrees that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Section 3(e)(i), (ii), (iii),
(iv) and (v), such Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the Prospectus included in the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 3(h) or written notice
from the Company that the Shelf Registration Statement is again effective and no amendment or
supplement is needed, and, if so directed by the Company, such Holder will deliver to the Company
(at the Company’s expense) all copies in such Holder’s possession, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities at the
time of receipt of such notice.



     Notwithstanding anything in this Section 3 to the contrary, any and all obligations (including
to provide documents, notices or cooperation) on the part of the Company for the benefit of any
Underwriter or Initial Purchaser, or any of their agents or counsel, shall apply only in the
context of a Sponsor Supported Distribution.



     4. Indemnification; Contribution.



               (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each
Purchaser, each Holder who provided the Questionnaire and the other information to the Company in
accordance with Section 2.1(c), and each of their respective directors, officers and employees and
agents and each Person, if any, who controls such Purchaser or Holder within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act (each of the foregoing is referred to
herein as an “indemnified party”) (i) against any loss, claim, damage, liability or expense, as
incurred, to which such indemnified party may become subject, insofar as such loss, claim, damage,
liability or expense (or actions in respect thereof as contemplated below) arises out of or is
based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the
Shelf Registration Statement (or any amendment or supplement thereto), including



-12-









 







all documents
incorporated therein by reference, or the omission or alleged omission therefrom of a material
fact, in each case, necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, (y) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto), including all documents incorporated therein by reference, or
the omission or alleged omission therefrom of a material fact, in each case, necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading or (z) any untrue statement or alleged untrue statement of a material fact contained in
any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by such
Holder (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a
material fact, in each case, necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (ii) against any and all loss, liability,
claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission; provided, that (subject to Section 4(d) below) any such
settlement is effected with the written consent of the Company; and (iii) against any and all
reasonable out-of-pocket expense whatsoever, as incurred (including the reasonable fees and
disbursements of counsel), reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above; and to reimburse each indemnified party for any and all expenses
(including the fees and disbursements of counsel chosen by the indemnified parties) as such
expenses are reasonably incurred by such indemnified party in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not apply to any loss,
claim, damage, liability or expense incurred by an indemnified party to the extent, but only to the
extent, arising out of or based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with written information furnished to
the Company by such indemnified party expressly for use in the Shelf Registration Statement (or any
amendment or supplement thereto), any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto).
The indemnity agreement set forth in this Section 4(a) shall be in addition to any liabilities
that the Company may otherwise have.



               (b) Indemnification by the Holders. Each Holder who has provided the Questionnaire and the
other information to the Company in accordance with Section 2.1(c), severally, but not jointly,
agrees to indemnify and hold harmless the Company, each Purchaser and the other selling Holders who
have provided the Questionnaire and the other information to the Company in accordance with
Section 2.1(c), and each of their respective directors, officers, employees and agents and each
Person, if any, who controls the Company, any Purchaser or any other selling Holder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in Section 4(a), as
incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Shelf Registration Statement (or any amendment thereto), any



-13-









 







preliminary
prospectus or the Prospectus included therein (or any amendment or supplement thereto) or any
Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information with respect to such Holder furnished to the Company by or on
behalf of such Holder expressly for use in the Shelf Registration Statement (or any amendment
thereto), such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or
any Issuer Free Writing Prospectus (or any amendment or supplement thereto).



               (c) Notifications and Other Indemnification Procedures. Promptly after receipt by an
indemnified party under this Section 4 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 4, notify the indemnifying party in writing of the commencement thereof, but the
failure to so notify the indemnifying party (1) will not relieve it from liability under
paragraph (a),
(b) or (c) above unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial rights and defenses and
(2) will not, in any event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a), (b) or (c) above. In
case any such action is brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties
similarly notified, by written notice delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such
action include both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that a conflict may arise between the positions of the indemnifying
party and the indemnified party in conducting the defense of any such action or that there may be
legal defenses available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of such indemnifying
party’s election so to assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party under this Section 4
for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one separate counsel (other
than local counsel), reasonably approved by the indemnifying party, representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party.



               (d) Settlements. The indemnifying party under this Section 4 shall not be liable for any
settlement of any proceeding effected without its written consent, which shall not be withheld
unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding the



-14-









 







foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 4(c)
hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 45 days prior to such settlement
being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened action, suit or
proceeding in respect of which any indemnified party is or could have been a party and indemnity
was or could have been sought hereunder by such indemnified party, unless such settlement,
compromise or consent (x) includes an
unconditional release of such indemnified party from all liability on claims that are the
subject matter of such action, suit or proceeding and (y) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified party.



               (e) If the indemnification provided for in this Section 4 is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and the Holders on the other hand in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.



     The relative fault of the indemnifying parties on the one hand and the indemnified parties and
the Purchasers on the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.



     The Company and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 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 above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by
an indemnified party and referred to above in this Section 4 shall be deemed to include any
reasonable out-of-pocket legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.



     Notwithstanding the provisions of this Section 4, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which the Securities sold
by such Holder exceeds the amount of any damages which such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission.



-15-









 





     No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.



     For purposes of this Section 4, each director, officer, employee and agent of Holder, or each
Person, if any, who controls any Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such Holder, and each
director, officer, employee or agent of the Company, and each Person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Company.



     5. Distributions by Holders



     (a) Each Purchaser hereby acknowledges the restrictions on the transfer of the Securities as
set forth in Section 7 of the Purchase Agreement and expressly acknowledges that such provisions
apply to the terms of this Agreement with respect to such Purchaser and its Affiliates.



     (b) If the Company shall at any time receive a written request from Holders then able to
participate in a Substantial Distribution that in the aggregate have Beneficial Ownership of at
least the Threshold Amount of Registrable Securities (i) that the Company assist in a Substantial
Distribution, (ii) stating that such Holders have a current bona fide intent to effectuate a
Substantial Distribution and (iii) providing verification that such Holders Beneficially Own at
least the Threshold Amount of Registrable Securities, the Company will (x) provide reasonable
notice of the request to each Purchaser pursuant to which the Company will offer to include such
Purchaser’s Registerable Securities in such Substantial Distribution upon a written request from
such Purchaser received by the Company within 10 days of such notice (such request to specify the
number of such Purchaser’s Registerable Securities that such Purchaser requests be included in such
Substantial Distribution) and (y) provide such Holders (including such Purchasers that submitted a
written request within such ten-day period) with its reasonable cooperation, as requested by such
Holders, to facilitate such Substantial Distribution; provided, however, that the Company shall
only be required to assist the Holders with an aggregate of three such Substantial Distributions
(and the parties agree that, notwithstanding anything herein to the contrary, unless GSCP and its
Affiliates at any time hold less than $50 million principal amount of Securities and have not
previously initiated a request that the Company assist in a Substantial Distribution, the Company
shall only be required to assist in two Substantial Distributions initiated at the request of
Holders other than GSCP and its Affiliates); provided further, that the Company shall not be
required to assist any Holders with a Substantial Distribution more than once in any 270 day period
and; provided further, that the Company will only be required to provide Holders with such
cooperation until the earlier of consummation of the Sponsor Supported Distribution or 45 days
following the earlier of the public announcement or commencement of marketing efforts with respect
to such distribution. Under any circumstances and for such periods as the Company would be
permitted to initiate a Suspension Period pursuant to Section 2.5, the Company shall have the right
to delay the commencement (e.g., the taking of any external activity, but not including internal,
non-public preparatory work) of a Sponsor Supported Distribution (a “Delay Period”) for a
period of days which, when aggregated with any pending or prior Suspension Periods and Delay
Periods, would not exceed the 90 and 120 day limits set forth in Section 2.5 without, in the
context of a registered Sponsor Supported Distribution, formally initiating



-16-









 







a Suspension Period,
provided that any such Delay Periods may not exceed and shall reduce (on a day-for-day basis) the
90 and 120 day limits referred to in Section 2.5 unless otherwise agreed by the Majority Holders
participating in such registered Sponsor Supported Distribution. In addition, under no
circumstances shall the Company be required to commence a Sponsor Supported Distribution at any
time during the three week period immediately preceding the scheduled public disclosure of results
for any quarter (the “Pre-Announcement Periods”) and any delay during that time shall not
be counted against the Suspension Period. If a request for a Sponsor Supported Distribution has
been made before any Delay Period or Pre-Announcement Period, however, the Company will provide
reasonable
cooperation as is reasonably requested during such Delay Period or Pre-Announcement Period to
permit such Sponsor Supported Distribution to be commenced promptly following the expiration of
such Delay Period or Pre-Announcement Period. For the avoidance of doubt, any Sponsor Supported
Distribution shall not require any pre-clearance under any stock trading policies of the Company in
effect at such time.



     For purposes of the three Substantial Distributions with which the Company is required to
provide the Holders with assistance, it shall be deemed to be a Substantial Distribution for which
the Company has provided assistance if the Holders request such assistance and the Substantial
Distribution is cancelled, terminated or otherwise not consummated, unless (i) such cancellation,
termination or failure to consummate such Substantial Distribution (x) is based upon material
adverse information concerning the Company of which the Holders initiating such Substantial
Distribution were not aware at the time of such request or (y) occurs prior to the time the Company
has provided significant assistance or cooperation with respect to such proposed Substantial
Distribution or (ii) the Holders reimburse the Company for all of its reasonable, related third
party costs and expenses.



     (c) To the extent the Shelf Registration Statement is effective and available for use at the
time of any proposed sale or offer of any Securities by any Holders participating in such
distribution, each such Holder agrees that the sale and offer of such Securities made by it shall
be made pursuant to such effective Shelf Registration Statement such that the transferee of such
Securities will receive unrestricted Securities; provided, that (i) transfers of Securities between
the KKR Purchaser and the Bank Purchasers pursuant to the terms of any Swap Agreement, and (ii)
transfers of Securities by any Bank Purchaser, pursuant to its rights under Section 5(b) of a Swap
Agreement upon the occurrence of an Early Settlement Date, or pursuant to the exercise of a Bank
Purchaser’s rights under Section 6 of the Security Agreement, or by any Sponsor Purchaser in a
transaction exempt from the registration requirements of the Securities Act and in accordance with
the provisions of the applicable Indenture, shall not be subject to this requirement.



     (d) In furtherance of the Company’s undertakings, and subject to the limitations in Section
5(b), the Company agrees to use its reasonable efforts to enter into such customary agreements (on
terms reasonably acceptable to the Company) and take all other customary and appropriate actions in
order to expedite or facilitate the disposition of the Registrable Securities being offered and
sold in a Substantial Distribution by the Holders in which the Company provides cooperation,
including:




     (i) obtaining opinions of counsel to the Company and updates thereof addressed to each
selling Holder and the Underwriters or Initial Purchasers, if any, covering matters as



-17-









 







are
customarily requested in opinions covering secondary resale offerings of companies of
comparable size, maturities and lines of business as the Company;




     (ii) obtaining “comfort” letters and updates thereof from the Company’s independent
certified public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the Company for
which financial statements are, or are required to be, included in the Shelf Registration
Statement or offering memorandum, as the case may be) addressed to the
Underwriters or Initial Purchasers, if any, and use reasonable efforts to have such
letter addressed to the selling Holders (to the extent consistent with AU 722, Interim
Financial Information, of the Public Company Accounting Oversight Board (United States),
such letters covering matters as are customarily requested in comfort letters covering
secondary resale offerings of companies of comparable size, maturities and lines of business
as the Company;




     (iii) making reasonably available for inspection by each Holder and the Underwriters or
Initial Purchasers, if any, participating in any Substantial Distribution, and any attorney,
accountant or other agent retained by any such Holder or Underwriter or Initial Purchaser,
all relevant financial and other records and pertinent corporate documents of the Company as
are customarily made available in secondary resale offerings of companies of comparable
size, maturities and lines of business as the Company;




     (iv) causing the Company’s officers, directors, employees, accountants and auditors to
supply all relevant information, and causing appropriate persons to be reasonably available
for discussions concerning such documents, as reasonably requested by any such Holder,
Underwriter, Initial Purchaser, attorney, accountant or agent in connection with any such
Substantial Distribution as is customary for similar due diligence examinations;




     (v) delivering such documents and certificates (including an offering or information
memorandum in the context of a Substantial Distribution effected pursuant to Rule 144A) to
the Holders and the Underwriters or Initial Purchasers, if any, as may be reasonably
requested by such Holders, Underwriters or Initial Purchasers and as are customarily
delivered in secondary resale offerings of companies of comparable size, maturities and
lines of business as the Company;




     (vi) making appropriate members of senior management reasonably available to
participate in conference calls with potential investors and make presentations to ratings
agencies as is reasonably necessary and customary in secondary resale offerings of companies
of comparable size, maturities and lines of business as the Company; and




     (vii) if an underwriting or purchase, sale or agency agreement is entered into, causing
the same to set forth indemnification provisions and procedures substantially equivalent to
the indemnification provisions and procedures set forth in Section 4 with respect to the
Underwriters or Initial Purchasers and all other parties to be indemnified pursuant to said
Section or, at the request of any Underwriters or Initial Purchasers, in the



-18-









 







form
customarily provided to such Underwriters or Initial Purchasers in similar types of
transactions.




     Other than as provided in this Section 5 (and in the context of a registered
Substantial Distribution, the other applicable provisions of this Agreement), the Company
shall not be obligated to cooperate to facilitate any underwritten offering to facilitate a
Substantial Distribution or otherwise.




     In connection with any Substantial Distribution in which the Company provides
assistance to the Holders or the Underwriters or the Initial Purchasers thereto, if any, the
Company may require each Holder or Underwriter or Initial Purchaser, and their attorneys,
accountants or agents retained by them, to maintain in confidence and not to disclose to any
other person any information or records provided as part of such assistance and reasonably
designated by the Company as being confidential, until such time as (A) such information
becomes a matter of public record (whether by virtue of its inclusion in such registration
statement or otherwise), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental agency or
body having jurisdiction over the matter (subject to the requirements of such order, and
only after such person shall have given the Company prompt prior written notice of such
requirement), or (C) such information is required to be set forth in the Shelf Registration
Statement or the prospectus or offering or information memorandum included therein or in an
amendment to such Shelf Registration Statement or an amendment or supplement to such
prospectus in order that such Shelf Registration Statement, prospectus, amendment or
supplement, complies with applicable requirements of the federal securities laws and the
rules and regulations of the Commission and does not contain an untrue statement of a
material fact or omit to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing or (D) such information becomes available to any such person from a source other
than the Company and such source is not bound by a confidentiality agreement or other
confidentiality obligations or duties, as the case may be.



          If any of the Registrable Securities to be sold in a Substantial Distribution are to be sold
in an underwritten offering, the Underwriter or Underwriters and Initial Purchaser or Initial
Purchasers that will manage such offering will be selected by the Majority Holders of such
Registrable Securities included in such offering and shall be reasonably acceptable to the Company.




     (f) Notwithstanding anything herein to the contrary, any Bank Purchaser shall only be able to
utilize the provisions under this Section 5 (i) in connection with the sale of Registrable
Securities by such Bank Purchaser pursuant to instructions from the KKR Purchaser or its Affiliates
with respect to sales of Registrable Securities pursuant to the Swap Agreements where the KKR
Purchaser or its Affiliates are the beneficiary of the proceeds of such Substantial Distribution or
(ii) in connection with a transfer pursuant to a Bank Purchaser Transfer Event.



     (g) This Section 5 shall terminate, and the Holders shall have no rights pursuant to this
Section 5, upon the earlier to occur of (i) the date on which the Holders collectively Beneficially
Own less than $50,000,000 in aggregate principal amount of Registrable Securities, based on



-19-









 







principal amount in the case of Notes that are Registrable Securities and based on the product of
(x) the effective Conversion Price and (y) the number of shares of Common Stock held by the Holders
that are Registrable Securities in the case of Common Stock, and (ii) the termination of the
Effectiveness Period.



     6. Miscellaneous.



          6.1 No Inconsistent Agreements. The Company has not entered into and the Company will
not after the date of this Agreement enter into any agreement with respect to its securities which
conflicts with the rights granted to the Holders of Registrable Securities in this Agreement. The
rights granted to the Holders hereunder do not for the term of this Agreement conflict with the
rights granted to the holders of the Company’s other issued and outstanding securities under any
such agreements.




          6.2 Amendments and Waivers. The provisions of this Agreement may not be amended,
qualified, 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 the Majority
Holders; provided, however, if the proposed amendment, qualification, modification, supplement or
waiver, as the case may be, has a material and disproportionate adverse effect on certain Holders
as compared to the remaining Holders, the consent of the Holders so affected will be required in
addition to the consent of the Majority Holders; provided further, however, that no amendment,
qualification, supplement, waiver or consent with respect to Sections 2.4 and 4 hereof shall be
effective as against any Holder of Registered Securities unless consented to in writing by such
Holder; and provided, further, that the provisions of this Section 6.2 may not be amended,
qualified, 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 each Holder, except
that any provision of this Section 6.2 which provides that an amendment to this Agreement may be
made upon the written consent of the Majority Holders may itself be amended, qualified, modified or
supplemented, and waivers or consents to departures from any such provision may be given if the
Company obtains the written consent of the Majority Holders. Notwithstanding the foregoing (except
the foregoing provisos), (i) a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose Registrable Securities
are being sold pursuant to a Shelf Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by the Majority Holders, determined on the basis of
the Registrable Securities being sold rather than registered under such Shelf Registration
Statement and (ii) this Agreement may be amended by a written agreement between the Company and the
Majority Holders, without the consent of the Holders of the Registrable Securities, in order to
cure any ambiguity or to correct or supplement any provision contained herein, provided that no
such amendment shall adversely affect the interest of the Holders of Registrable Securities. Each
Holder of Registrable Securities outstanding at the time of any amendment, modification, waiver or
consent pursuant to this Section 6.2, shall be bound by such amendment, modification, waiver or
consent, whether or not any notice or writing indicating such amendment, modification, waiver or
consent is delivered to such Holder. Notwithstanding the foregoing, Section 5 may only be amended,
qualified or supplemented if approved by the Purchasers (and their Affiliates).




-20-









 








          6.3 Notices. All notices, consents and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, registered first-class mail, facsimile, or any
courier guaranteeing overnight delivery (a) if to a Holder, in the manner set forth in
Section 12.03(b)
of the Indenture; and (b) if to the Company, initially at the Company’s address set forth in
the Purchase Agreement, and thereafter at such other address of which notice is given in accordance
with the provisions of this Section 6.3




     All such notices and communications shall be deemed to have been duly given when delivered in
person or by private courier with receipt, if telefaxed when verbal or email confirmation from the
recipient is received, or three (3) days after being deposited in the United States mail,
first-class, registered or certified, return receipt requested, with postage paid.



     Copies of all such notices, demands, or other communications to any Holder shall be deemed to
have been duly given, if such notice has been duly given to the Trustee under the Indenture, at the
address specified in such Indenture.



          6.4 Successor and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits
hereof.




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




          6.6 Specific Enforcement. Without limiting the remedies available to the Purchasers
and the Holders, the Company acknowledges that any failure by the Company to comply with its
obligations under Section 2.1 may result in material irreparable injury to the Purchasers or the
Holders for which there is no adequate remedy at law, that it may not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, any Purchaser or
any Holder may seek such relief as may be required to specifically enforce the Company’s
obligations under Sections 2.1.




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




-21-









 








          6.8 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          6.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.




          6.10 Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.




          6.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the registration rights granted by the Company with
respect to the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.




          6.12 Interpretation. The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement will refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section and subsection references are to this Agreement
unless otherwise specified. The headings in this Agreement are included for convenience of
reference only and will not limit or otherwise affect the meaning or interpretation of this
Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they will be deemed to be followed by the words “without limitation.” The phrases “the date of
this Agreement,” “the date hereof” and terms of similar import, unless the context otherwise
requires, will be deemed to refer to the date set forth in the first paragraph of this Agreement.
The definitions contained in this Agreement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter genders of such
term. Any agreement, instrument or statute defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument or statute as from time to
time amended, modified or supplemented, including (in the case of agreements or instruments) by
waiver or consent and (in the case of statutes) by succession
of comparable successor statutes and references to all attachments thereto and instruments
incorporated therein. All matters to be agreed to by any party hereto must be agreed to in writing
by such party unless otherwise indicated herein.




[Remainder of the Page Intentionally Left Blank]




-22-









 





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



	 	 	 	 	 
	 	HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED.	 
	 	By:  	/s/
Sidney Harman 	 
	 	 	Name:  	Sidney Harman	 
	 	 	Title:  	Executive Chairman	 
	 



[SIGNATURE PAGE—REGISTRATION RIGHTS AGREEMENT]








 









 








Confirmed and accepted as of the date

first above written:




KKR I-H LIMITED




	 	 	 	 	 
	By:
	 	/s/ Stephen Ko	 	 
	 

	 	 	 	 
	 

	 	Name:  Stephen Ko	 	 
	 

	 	Title:    Director
	 	 






GS CAPITAL PARTNERS VI PARALLEL, L.P.

   By: GS Advisors VI, L.L.C., its General Partner




	 	 	 	 	 
	By:
	 	/s/ Katherine B. Enquist	 	 
	 

	 	 	 	 
	 

	 	Name:  Katherine B. Enquist	 	 
	 

	 	Title:    Managing
Director
	 	 






GS CAPITAL PARTNERS VI GMBH & CO. KG
 By:
GS Advisors VI, L.L.C., its Managing Limited Partner




	 	 	 	 	 
	By:
	 	/s/ Katherine B. Enquist	 	 
	 

	 	 	 	 
	 

	 	Name:  Katherine B. Enquist	 	 
	 

	 	Title:    Managing
Director
	 	 






GS CAPITAL PARTNERS VI FUND, L.P.

   By: GS Advisors VI, L.L.C., its General Partner




	 	 	 	 	 
	By:
	 	/s/ Katherine B. Enquist	 	 
	 

	 	 	 	 
	 

	 	Name:  Katherine B. Enquist	 	 
	 

	 	Title:    Managing
Director
	 	 






GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

   By: GS VI Offshore Advisors, L.L.C., its General Partner




	 	 	 	 	 
	By:
	 	/s/ Katherine B. Enquist	 	 
	 

	 	 	 	 
	 

	 	Name:  Katherine B. Enquist	 	 
	 

	 	Title:    Managing
Director
	 	 






[SIGNATURE PAGE—REGISTRATION RIGHTS AGREEMENT]




 









 






CITIBANK, N.A.




	 	 	 	 	 
	By:
	 	/s/ Herman Hirsch	 
	 

	 	 	 
	 

	 	Name:	Herman Hirsch
	 

	 	Title:
	Authorized Representative






HSBC USA, INC.




	 	 	 	 	 
	By:
	 	/s/ Albert Yu	 
	 

	 	 	 
	 

	 	Name:	Albert Yu
	 

	 	Title:
	Managing Director






[SIGNATURE PAGE—REGISTRATION RIGHTS AGREEMENT]





 











 





EXHIBIT A




SELLING SECURITYHOLDER QUESTIONNAIRE




     The undersigned beneficial owner (the “Selling Securityholder”) of the 1.25% Convertible
Senior Notes due 2012 (the “Notes”) of Harman International Industries, Incorporated (the
“Company”) or the shares of the Company’s Common Stock, par value $0.01 per share, issuable upon
conversion of the Notes (the “Common Stock” and, together with the Notes, the “Registrable
Securities”) hereby gives notice to the Company of its intention to sell or otherwise dispose of
Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise
specified under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by signing
and returning this Selling Securityholder Questionnaire, understands that it will be bound by the
terms and conditions of this Selling Securityholder Questionnaire and the Registration Rights
Agreement, dated as of October 23, 2007, among the Company and the Purchasers thereto.



     Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and
hold harmless the Company’s directors, the Company’s officers and each person, if any, who controls
the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain losses
arising in connection with statements concerning the undersigned made in the Shelf Registration
Statement or the related prospectus in reliance upon the information provided in this Selling
Securityholder Questionnaire. The undersigned hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein.



     The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate and complete:



	 	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	(a)
	 	      Full Legal Name of Selling Securityholder:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	     Full Legal Name of Registered Holder (if not the same as (a) above)
through which Registrable Securities listed in (3) below are held:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)
	 	     Full Legal Name of DTC Participant (if applicable and if not the same as
(b) above) through which Registrable Securities listed in (3) below are
held:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	 	(2	)	 	Address for Notices to Selling Securityholder:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





A-1









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	     Telephone (including area code):
	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	     Fax (including area code):
	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	     Contact Person:
	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	 	(3	)	 	Beneficial Ownership of Registrable Securities:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)
	 	Type and Principal Amount/Number of Registrable Securities beneficially
owned:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	CUSIP No(s). of such Registrable Securities beneficially owned:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	(4	)	 	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of
the Company other than the Registrable Securities listed above in Item (3).
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)
	 	Type and Amount of Other Securities beneficially owned by the Selling
Securityholder:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	CUSIP No(s). of such Other Securities beneficially owned:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	(5	)	 	Relationship with the Company:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity
holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	State any exceptions here:
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	(6	)	 	Is the Selling Securityholder a registered broker-dealer?
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Yes  
o	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	No   o	 	 







A-2











 






     If “Yes”, please answer subsection (a) and subsection (b):




	 	(a)	 	Did the Selling Securityholder acquire the Registrable Securities as compensation for underwriting/broker-dealer
activities to the Company?
	 
	 	 	 	Yes      o
	 
	 	 	 	No       o






	 	(b)	 	If you answered “No” to question 6(a), please explain your reason for acquiring the Registrable Securities:






	 	 	 	 
	 
	 	 	 	 







	 	 	 	 
 







	 	(7)	 	Is the Selling Securityholder an affiliate of a registered broker-dealer?
	 
	 	 	 	Yes      o
	 
	 	 	 	No       o






     If “Yes”, please identify the registered broker-dealer(s), describe the nature of the affiliation(s) and answer subsection
(a) and subsection (b):




	 	 	 	 
 







	 	(a)	 	Did the Selling Securityholder purchase the Registrable Securities in the ordinary course of business (if no, please
explain)?





	 	 	 	 	 	 	 
	 

	 	 	 	Yes     o	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	No       o
	 	Explain:
	 
	 	 	 	 	 	 
	 

	 	                    	 	 	 	 







	 	(b)	 	Did the Selling Securityholder have an agreement or understanding, directly or indirectly, with any person to
distribute the Registrable Securities at the same time the Registrable Securities were originally purchased (if yes, please
explain)?





	 	 	 	 	 	 	 
	 

	 	 	 	Yes     o	 	 
	 

	 	                    	 	 	 	 
	 

	 	 	 	No       o
	 	Explain:
	 
	 	 	 	 	 	 







	 	(8)	 	Is the Selling Securityholder a non-public entity?
	 
	 	 	 	Yes     o
	 
	 	 	 	No      o






A - 3











 






If “Yes”, please answer subsection (a):




	 	(a)	 	Identify the natural person or persons that have voting
or investment control over the Registrable Securities that
the non-public entity owns:






 





 





	 	(9)	 	Plan of Distribution:






     Except as set forth below, the undersigned Selling
Securityholder (including its donees and pledgees) intends to
distribute the Registrable Securities listed above in Item
(3) pursuant to the Shelf Registration Statement only as
follows (if at all): Such Registrable Securities may be sold
from time to time directly by the undersigned Selling
Securityholder or, alternatively, in accordance with the
Registration Rights Agreement, through underwriters,
broker-dealers or agents. If the Registrable Securities are
sold through underwriters or broker-dealers, the Selling
Securityholders will be responsible for underwriting
discounts or commissions or agent commissions. Such
Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at
the time of sale, at varying prices determined at the time of
sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve cross or block transactions)
(i) on any national securities exchange or quotation service
on which the Registrable Securities may be listed or quoted
at the time of sale, (ii) in the over-the-counter market,
(iii) in transactions otherwise than on such exchanges or
services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the
Registrable Securities or otherwise, the undersigned Selling
Securityholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of
the Registrable Securities in the course of hedging positions
they assume. The undersigned Selling Securityholder may also
sell Registrable Securities short and deliver Registrable
Securities to close out short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may
sell such securities.




     State any exceptions here:                                                                                                                        



     The undersigned Selling Securityholder acknowledges that it understands its obligations to
comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules
thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor
rules or regulations), in connection with any offering of Registrable Securities pursuant to the
Shelf Registration Agreement. The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.



     Pursuant to the Registration Rights Agreement, the Company has agreed under certain
circumstances to indemnify the Selling Securityholder against certain liabilities.



     In the event the undersigned transfers all or any portion of the Registrable Securities listed
in Item (3) above after the date on which such information is provided to the Company other than



A-4









 




pursuant to the Shelf Registration Statement, the undersigned agrees to notify the transferee(s) at
the time of the transfer of its rights and obligations under this Selling Securityholder
Questionnaire and the Registration Rights Agreement.




     In accordance with the undersigned’s obligation under the Registration Rights Agreement to
provide such information as may be required by law or by the staff of the Commission for inclusion
in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur subsequent to the date
hereof at anytime while the Shelf Registration Statement remains effective. All notices hereunder
and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery to the address set forth below.



     By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items (1) through (9) above and the inclusion of such information in the
Shelf Registration Statement and the related prospectus. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related prospectus.



     Once this Selling Securityholder Questionnaire is executed by the undersigned and received by
the Company, the terms of this Selling Securityholder Questionnaire, and the representations,
warranties and agreements contained herein, shall be binding on, shall inure to the benefit of and
shall be enforceable by the respective successors, heirs, personal representatives, and assigns of
the Company and the undersigned with respect to the Registrable Securities beneficially owned by
the undersigned and listed in Item (3) above. This Selling Securityholder Questionnaire shall be
governed in all respects by the laws of the State of New York.



     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Selling
Securityholder Questionnaire to be executed and delivered either in person or by its duly
authorized agent.



	 	 	 	 	 	 	 
	     Dated:                                        
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Beneficial Owner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
Name:
	 	 

	 	 
	 

	 	
Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






A-5









 





PLEASE RETURN THE COMPLETED AND EXECUTED

SELLING SECURITYHOLDER QUESTIONNAIRE TO THE COMPANY AT:




HARMAN INTERNATIONAL INDUSTRIES INCORPORATED

1101 Pennsylvania Avenue N.W.

Suite 1010, Washington D.C. 20004

Fax: (202) 393-2442

Attn: General Counsel





A-6