Exhibit
4.22


 


EXECUTION
COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


Dated as of
December 30, 2004


 


by and between


 


AMERICAN EQUITY
INVESTMENT LIFE HOLDING COMPANY


 


and


 


DEUTSCHE BANK
SECURITIES INC.


 


5.25% Contingent
Convertible Senior Notes Due 2024


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Shelf
  Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Liquidated
  Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Rules
  144 and 144A

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Underwritten Registrations

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous

  	
   

  



 


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REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is dated as of December 30, 2004, by
and between American Equity Investment Life Holding Company, an Iowa corporation
(the “Company”), and Deutsche Bank Securities Inc. (the “Initial
Purchaser”).


 


This Agreement is
entered into in connection with the Purchase Agreement dated December 23, 2004
(the “Purchase Agreement”) between the Company and the Initial
Purchaser, which provides for the sale by the Company to the Initial Purchaser
of $10,000,000 aggregate principal amount of the Company’s 5.25% Contingent
Convertible Senior Notes Due 2024 (the “Notes”), which are convertible
into cash and common stock, par value $1.00 per share, of the Company (the “Underlying
Shares”). The Notes are being issued pursuant to an Indenture dated as of
December 6, 2004 (the “Base Indenture”), as supplemented by a First
Supplemental Indenture dated as of the date hereof (the “First Supplemental
Indenture” and together with the Base Indenture, the “Indenture”),
by and between the Company and U.S. Bank National Association, as Trustee.


 


In order to induce
the Initial Purchaser to enter into the Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchaser and subsequent holders of the Notes or
Underlying Shares as provided herein. The execution and delivery of this
Agreement is a condition to the Initial Purchaser’s obligation to purchase the
Notes under the Purchase Agreement.


 


The parties hereto
hereby agree as follows:


 


1.             Definitions.
As used in this Agreement, the following terms shall have the following
meanings: “Agreement”: See the first introductory paragraph hereto.


 


“Amendment
Effectiveness Deadline Date”: See Section 2(d)(i) hereof.


 


“Amount of
Registrable Securities”: (a) With respect to Notes constituting Registrable
Securities, the aggregate principal amount of all such Notes then outstanding,
(b) with respect to Underlying Shares constituting Registrable Securities, the
aggregate number of such Underlying Shares outstanding multiplied by the
Conversion Price (as defined in the Indenture) in effect at the time of
computing the Amount of Registrable Securities or, if no Notes are then
outstanding, the Conversion Price shall be calculated as if the Notes were
continuously outstanding to the date of calculation, giving effect to any
adjustments to the Conversion Price set forth in the Indenture as if the
Indenture continued to be in effect, and (c) with respect to combinations
thereof, the sum of (a) and (b) for the relevant Registrable Securities.


 


“Business Day”:
Any day that is not a Saturday, Sunday or a day on which banking institutions
in the City of New York are authorized or required by law or executive order to
be closed.


 


“Closing Date”:
December 30, 2004.


 


“Company”: See the
first introductory paragraph hereto.


 





















 


“Controlling
Person”: See Section 6 hereof. 




“Damages
Payment Date”: See Section 3(c) hereof. 




“Deferral
Period”: See Section 3(b) hereof. 




“Depositary”:
The Depository Trust Company until a successor is appointed by the Company.


 


“Designated
Counsel”: One firm of counsel chosen by the Holders of a majority in Amount
of Registrable Securities to be included in a Registration Statement for a
Shelf Registration and identified to the Company in writing prior to the filing
of such Registration Statement.


 


“Effectiveness
Date”: The 210th day after the Closing Date.


 


“Effectiveness
Period”: See Section 2(a) hereof.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.


 


“Filing
Date”: The 120th day after the Closing Date.


 


“Holder”:
Any beneficial owner from time to time of Registrable Securities.


 


“Indemnified
Holder”: See Section 6 hereof.


 


“Indemnified
Person”: See Section 6 hereof.


 


“Indemnifying
Person”: See Section 6 hereof.


 


“Indenture”:
See the second introductory paragraph hereto.


 


“Initial
Purchaser”: See the first introductory paragraph hereto.


 


“Initial
Shelf Registration”: See Section 2(a) hereof.


 


“Inspectors”:
See Section 4(k) hereof.


 


“Liquidated
Damages”: See Section 3(a) hereof.


 


“Notes”:
See the second introductory paragraph hereto.


 


“Notice and
Questionnaire”: means a written notice delivered to the Company containing
substantially the information called for by the Form of Selling Securityholder
Notice and Questionnaire attached as Appendix A to the Offering Memorandum of
the Company relating to the Notes.


 


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“Person”:
An individual, partnership, corporation, limited liability company,
unincorporated association, trust or joint venture, or a governmental agency or
political subdivision thereof.


 


“Prospectus”:
The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement,
and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


 


“Purchase
Agreement”: See the second introductory paragraph hereto.


 


“Records”:
See Section 4(k) hereof.


 


“Registrable
Securities”: All Notes and all Underlying Shares upon original issuance
thereof and at all times subsequent thereto until the earliest to occur of (i)
a Registration Statement covering such Notes and Underlying Shares having been
declared effective by the SEC and such Notes or Underlying Shares having been
disposed of in accordance with such effective Registration Statement, (ii) such
Notes or Underlying Shares having been sold in compliance with Rule 144 or
being able to (except with respect to affiliates of the Company within the
meaning of the Securities Act) be sold in compliance with Rule 144(k), or (iii)
such Notes or Underlying Shares ceasing to be outstanding.


 


“Registration
Default”: See Section 3(a) hereof.


 


“Registration
Statement”: Any registration statement of the Company filed with the SEC pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits and all documents incorporated by reference or deemed
to be incorporated by reference in such registration statement.


 


“Rule 144”:
Rule 144 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or regulation
hereafter adopted by the SEC providing for offers and sales of securities made
in compliance therewith resulting in offers and sales by subsequent holders
that are not affiliates of an issuer of such securities being free of the
registration and prospectus delivery requirements of the Securities Act.


 


“Rule 144A”:
Rule 144A promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144) or regulation
hereafter adopted by the SEC.


 


“Rule 415”: Rule
415 promulgated under the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC.


 


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“SEC”: The
U.S. Securities and Exchange Commission.


 


“Securities Act”:
The Securities Act of 1933, as amended, and the rules and regulations of the
SEC promulgated thereunder.


 


“Selling Holder”:
On any date, any Holder that has delivered a Notice and Questionnaire to the
Company on or prior to such date.


 


“Shelf
Registration”: See Section 2(b) hereof.


 


“Shelf Registration Statement”: See Section
2(b) hereof.


 


“Subsequent
Shelf Registration”: See Section 2(b) hereof.


 


“TIA”: The
Trust Indenture Act of 1939, as amended, and the rules and regulations of the
SEC promulgated thereunder.


 


“Trustee”:
The Trustee under the Indenture.


 


“Underlying
Shares”: See the second introductory paragraph hereto.


 


“Underwritten
Registration” or “Underwritten Offering”: A registration in which
Registrable Securities are sold to an underwriter for reoffering to the public.


 


2.             Shelf
Registration.


 


(a)           Initial Shelf Registration.
The Company shall file with the SEC a Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities (the “Initial Shelf Registration”) on or prior to
the Filing Date.


 


The Initial Shelf
Registration shall be on Form S-3 or another appropriate form permitting
registration of the Registrable Securities for resale by Holders in the manner
or manners designated by them (excluding Underwritten Offerings) and set forth
in the Initial Shelf Registration. The Company shall not permit any securities
other than the Registrable Securities to be included in the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below).


 


The Company shall
use its commercially reasonable efforts to cause the Initial Shelf Registration
to be declared effective under the Securities Act on or prior to the
Effectiveness Date and to keep the Initial Shelf Registration continuously
effective under the Securities Act until the date (A) that is two years after
the Closing Date (such period, as it may be shortened pursuant to clauses (i),
(ii) or (iii) immediately following, the “Effectiveness Period”), or
such shorter period ending when (i) all of the Registrable Securities covered
by the Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration, (ii) the date on which all the
Registrable Securities (x) held by Persons who are not affiliates of the
Company may be resold pursuant to Rule 144(k) under the Securities Act


 


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or (y) cease to be
outstanding, (iii) all the Registrable Securities have been resold pursuant to
Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration
covering all of the Registrable Securities has been declared effective under
the Securities Act.


 


(b)           Subsequent Shelf Registrations.
If the Initial Shelf Registration ceases to be effective for any reason at any
time during the Effectiveness Period (other than because of the sale of all of
the Registrable Securities registered thereunder), the Company shall use its
commercially reasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 45 days of
such cessation of effectiveness amend the Initial Shelf Registration in a
manner reasonably expected by the Company to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional “shelf”
Registration Statement pursuant to Rule 415 covering all of the Registrable
Securities (a “Subsequent Shelf Registration”). If a Subsequent Shelf
Registration is filed, the Company shall use its commercially reasonable
efforts to cause the Subsequent Shelf Registration to be declared effective
under the Securities Act as soon as practicable after such filing (or if filed
during a Deferral Period, after the expiration of such Deferral Period) and to
keep such Registration Statement continuously effective for the balance of the
Effectiveness Period.  As used herein,
the term “Shelf Registration” means the Initial Shelf Registration or
any Subsequent Shelf Registration and the term “Shelf Registration Statement”
means any Registration Statement filed in connection with a Shelf Registration.


 


(c)           Supplements and Amendments.
The Company shall promptly supplement and amend a Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in
Amount of Registrable Securities covered by such Shelf Registration Statement.


 


(d)           Notice and Questionnaire. 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 this Section 2(d) and Section 4A hereof.  Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
agrees to deliver a Notice and Questionnaire to the Company at least five (5)
Business Days prior to the date that the Initial Shelf Registration Statement
is declared effective under the Securities Act. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as practicable after the date a fully completed and legible Notice
and Questionnaire, together with such other information as the Company may
reasonably request, is received by the Company, and in any event upon the later
of (x) twenty (20) days after such date, if a supplement to the related
Prospectus is required to be filed, (y) forty-five (45) days after such date,
if a post-effective amendment to the Shelf Registration Statement or an
additional Shelf Registration Statement is required to be filed or (z) ten (10)
Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is received by the Company:


 


(i)            if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement or
a Subsequent Shelf Registration or prepare and, if required by applicable law,
file a supplement to the


 


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related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other required document so that the Holder delivering
such Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities (subject to the rights of the Company under Section 3(b) to create a
Deferral Period) in accordance with applicable law and, if the Company shall
file a post-effective amendment to the Shelf Registration Statement, use its
commercially reasonable efforts to cause such post-effective amendment to be
declared effective under the Securities Act as promptly as practicable, but in
any event by the date (the “Amendment Effectiveness Deadline Date”) that
is forty-five (45) days after the date such post-effective amendment is
required by this clause to be filed;


 


(ii)           provide such Holder copies of any
documents filed pursuant to Section 2(d)(i); and


 


(iii)          notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire and shall take the
actions set forth in clauses (i), (ii) and (iii) above upon expiration of the
Deferral Period.  Notwithstanding
anything contained herein to the contrary, (i) the Company shall be under no
obligation to name any Holder that has not delivered a fully completed and
legible Notice and Questionnaire, together with such other information as the
Company may reasonably request, to the Company in accordance with this Section
2(d) and (ii) the Amendment Effectiveness Deadline Date shall be extended by up
to ten (10) Business Days from the expiration of a Deferral Period (and the
Company shall incur no obligation to pay Liquidated Damages during such
extension) if such Deferral Period shall be in effect on the Amendment
Effectiveness Deadline Date.


 


3.             Liquidated
Damages.


 


(a)           The Company and the Initial Purchaser
agree that the Holders of Notes that are Registrable Securities will suffer
damages if the Company fails to fulfill its obligations under Section 2 hereof
and that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, the Company agrees to pay liquidated damages on the
Notes that are Registrable Securities (“Liquidated Damages”) under the
circumstances and to the extent set forth below (each of which shall be given
independent effect; each a “Registration Default”):


 


(i)            if the Initial Shelf Registration is
not filed on or prior to the Filing Date, then commencing on the day after the
Filing Date, Liquidated Damages shall accrue on the Notes that are Registrable
Securities at a rate of 0.50% per annum on the aggregate principal amount of
all such Notes then outstanding;


 


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(ii)           if a Shelf Registration is not
declared effective by the SEC on or prior to the Effectiveness Date, then
commencing on the day after the Effectiveness Date, Liquidated Damages shall
accrue on the Notes that are Registrable Securities at a rate of 0.50% per
annum on the aggregate principal amount of all such Notes then outstanding;


 


(iii)          if a Shelf Registration has been
declared effective and such Shelf Registration ceases to be effective at any
time during the Effectiveness Period (other than as permitted under Section
3(b)), then commencing on the day after the date such Shelf Registration ceases
to be effective, Liquidated Damages shall accrue on the Notes that are
Registrable Securities at a rate of 0.50% per annum on the aggregate principal
amount of all such Notes then outstanding;


 


(iv)          if any post-effective amendment filed
pursuant to Section 2(d)(i) has not become effective under the Securities Act
on or prior to the Amendment Effectiveness Deadline Date, then commencing on
the day after the Amendment Effectiveness Deadline Date, Liquidated Damages
shall accrue on the Notes that are Registrable Securities at a rate of 0.50%
per annum on the aggregate principal amount of all such Notes then outstanding;
and


 


(v)           if the aggregate duration of Deferral
Periods in any period exceeds the number of days permitted in respect of such
period pursuant to Section 3(b), then commencing on the day that caused the
limit on the aggregate duration of Deferral Periods to be exceeded, Liquidated
Damages shall accrue on the Notes that are Registrable Securities at a rate of
0.50% per annum on the aggregate principal amount of all such Notes then
outstanding;


 


provided that Liquidated Damages on the Notes that
are Registrable Securities may not accrue under more than one of the foregoing
clauses (i), (ii), (iii), (iv) and (v) at any one time; provided further that in no event shall
Liquidated Damages accrue at a rate per annum exceeding 0.50% of the aggregate
principal amount of the Notes that are Registrable Securities then outstanding;
and provided further that (1)
upon the filing of the Initial Shelf Registration as required hereunder (in the
case of clause (a)(i) of this Section 3), (2) upon the effectiveness of a Shelf
Registration as required hereunder (in the case of clause (a)(ii) of this
Section 3), (3) upon the effectiveness of a Shelf Registration which had ceased
to remain effective (in the case of clause (a)(iii) of this Section 3), (4)
upon the effectiveness of a post-effective amendment as required hereunder (in
the case of clause (a)(iv) of this Section 3), or (5) upon the termination of
the Deferral Period that caused the limit on the aggregate duration of Deferral
Periods to be exceeded (in the case of clause (a)(v) of this Section 3),
Liquidated Damages on the Notes that are Registrable Securities as a result of
such clause shall cease to accrue.  It is
understood and agreed that, notwithstanding any provision to the contrary, no
Liquidated Damages shall accrue on any Notes that are Registrable Securities
that are then covered by, and may be sold under, an effective Shelf
Registration Statement.


 


(b)           Notwithstanding Section 3(a), the
Company, upon written notice to the Holders, shall be permitted to suspend the
availability of a Registration Statement covering the


 


7





















 


Registrable Securities for any bona
fide reason whatsoever for up to 45 consecutive days (the “Deferral Period”)
in any 90-day period without being obligated to pay Liquidated Damages; provided that Deferral Periods may not
total more than 90 days in the aggregate in any twelve month period. The
Company shall not be required to specify in the written notice to the Holders
the nature of the event giving rise to the Deferral Period.


 


(c)           So long as Notes remain outstanding,
the Company shall notify the Trustee within five Business Days after each and
every date on which an event occurs in respect of which Liquidated Damages are
required to be paid.  Any amounts of
Liquidated Damages due pursuant to clause (a)(i), (a)(ii), (a)(iii), (a)(iv) or
(a)(v) of this Section 3 will be payable in cash semiannually on June 6 and
December 6 of each year (each, a “Damages Payment Date”), commencing
with the first such Damages Payment Date occurring after any such Liquidated
Damages commences to accrue, to Holders to whom regular interest is payable on
the Damages Payment Date, with respect to Notes that are Registrable
Securities, provided that any
Liquidated Damages accrued with respect to any Note or portion thereof called
for redemption by the Company on a redemption date or converted into Underlying
Shares on a conversion date prior to the Damages Payment Date, shall, in any
such event, be paid instead to the Holder who submitted such Note or portion
thereof for redemption or conversion on the applicable redemption date or
conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion). The amount of Liquidated Damages
for Notes that are Registrable Securities will be determined by multiplying the
applicable rate of Liquidated Damages by the aggregate principal amount of all
such Notes then outstanding on the first Damages Payment Date following such
Registration Default in the case of the first such payment of Liquidated
Damages with respect to a Registration Default (and thereafter at the next
succeeding Damages Payment Date until the cure of such Registration Default),
multiplied by a fraction, the numerator of which is the number of days such
Liquidated Damages rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360. The parties agree that the sole monetary damages payable for a
violation of the terms of this Agreement with respect to which Liquidated
Damages are expressly provided shall be such Liquidated Damages.


 


4.             Registration Procedures.


 


In connection with
its registration obligations pursuant to Section 2 hereof, the Company shall:


 


(a)           Prepare and file with the SEC, on or
prior to the Filing Date, a Registration Statement or Registration Statements
as prescribed by Section 2 hereof, and use its commercially reasonable efforts
to cause each such Registration Statement to become effective and remain
effective as provided herein; provided
that before filing any Registration Statement or Prospectus or any amendments
or supplements thereto, the Company shall furnish to and afford the Initial
Purchaser a reasonable opportunity to review copies of all such documents
proposed to be filed (in each case, where possible, at least three Business
Days prior to such filing, or such later date as is reasonable under the
circumstances) and to reflect in each such document when so filed reasonable
comments of the Initial Purchaser.


 


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(b)           Prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration, as may be
necessary to keep such Registration Statement continuously effective for the
Effectiveness Period; cause the related Prospectus to be supplemented by any
prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all Registrable
Securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of distribution set forth in
such Registration Statement as so amended or in such Prospectus as so
supplemented.


 


(c)           Notify the Selling Holders and
Designated Counsel, if any, promptly (but in any event within two Business
Days), (i) when a Prospectus or any prospectus supplement or post-effective
amendment to a Registration Statement has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has
become effective under the Securities Act (including in such notice a written
statement that any Holder may, upon request, obtain, at the sole expense of the
Company, one conformed copy of such Registration Statement or post-effective
amendment, including financial statements and schedules, documents incorporated
or deemed to be incorporated by reference and exhibits), (ii) of the issuance
by the SEC of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any Prospectus or
the initiation of any proceedings for that purpose, (iii) of the happening of
any event, the existence of any condition or any information becoming known
(but not the nature or details concerning such event, condition or information)
that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading
(provided, however, that no notice of the Company pursuant to this clause (iii)
shall be required in the event that the Company promptly files a prospectus
supplement to update the Prospectus or a Current Report on Form 8-K or other
appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such event, condition or information that results
in such Registration Statement no longer containing any untrue statement of a
material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading) and (iv) of the Company’s
determination that a post-effective amendment to a Registration Statement would
be appropriate which notice may in any case, at the discretion of the Company
state that it constitutes a notice of deferral under Section 3(b) hereof.


 


(d)           Use its commercially reasonable
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus and, if any such order is issued, to use its commercially reasonable
efforts to obtain the withdrawal of any such order at the earliest possible
moment or if


 


9





















 


any such order or suspension is
during any Deferral Period, at the earliest possible time after such Deferral
Period ends, and provide prompt notice to the Selling Holders of the withdrawal
of any such order.


 


(e)           Furnish as promptly as practicable
after the filing of such documents with the SEC to each Selling Holder and
Designated Counsel, if any, upon request and at the sole expense of the
Company, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.


 


(f)            Deliver to each Selling Holder and
Designated Counsel, if any, at the sole expense of the Company, as many copies
of the Prospectus (including each form of preliminary prospectus) and each
amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to Sections 4A(a)
and 4A(c) hereof, the Company hereby consents (except during any Deferral
Period) to the use of such Prospectus and each amendment or supplement thereto
by each of the Selling Holders of Registrable Securities and dealers, if any,
in connection with the offering and sale of the Registrable Securities covered
by such Prospectus and any amendment or supplement thereto in the manner set
forth therein.


 


(g)           Cause the Company’s counsel to
perform Blue Sky law investigations and file registrations and qualifications
required to be filed in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities or offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Selling Holder reasonably
requests, use its commercially reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable under Blue Sky
laws to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement in the manner set
forth therein; provided that the
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified, (ii) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (iii) subject itself to taxation in any such
jurisdiction where it is not then so subject.


 


(h)           Cooperate with the Selling Holders
and their respective counsel to facilitate the timely preparation and delivery
of certificates representing shares of Registrable Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such shares
of Registrable Securities to be in such denominations and registered in such
names as the Selling Holders may reasonably request.


 


(i)            Upon the occurrence of any event
contemplated by Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as
practicable prepare and (subject to Section 4(a) hereof) file with the SEC, at
the sole expense of the Company, a supplement or post-effective amendment to
the Registration Statement or a supplement to the related Prospectus or any


 


10





















 


document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(j)            Prior to the effective date of the
first Registration Statement relating to the Registrable Securities, (i)
provide the Trustee for the Notes and the transfer agent for the Common Stock
with certificates for the Registrable Securities in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Registrable Securities.


 


(k)           During the Effectiveness Period, if
requested in connection with a disposition of Registrable Securities pursuant
to a Registration Statement, make available at reasonable times for inspection
by one or more representatives of the Selling Holders and any attorney or
accountant retained by any such Selling Holders (collectively, the “Inspectors”),
at the offices where normally kept, during reasonable business hours, at such
time or times as shall be mutually convenient for the Company and the Inspectors
as a group, all financial and other records, pertinent corporate documents and
instruments of the Company and its subsidiaries (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
by any such Inspector in connection with such Registration Statement; provided that the Company shall have no obligation
to provide any such information prior to the execution by the party receiving
such information of a confidentiality agreement in a form reasonably acceptable
to the Company.  Records that the Company
determines, in good faith, to be confidential and any Records that it notifies
the Inspectors are confidential shall not be used for any purpose other than
satisfying “due diligence” obligations under the Securities Act and exercising
rights under this Agreement and shall not be disclosed by any Inspector unless
(i) the disclosure of such Records is necessary to avoid or correct a material
misstatement or material omission in such Registration Statement, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction, (iii) disclosure of such information is, in
the opinion of counsel for the Selling Holder or any Inspector, necessary or
advisable in connection with any action, claim, suit or proceeding, directly
involving or potentially involving such Selling Holder or Inspector and arising
out of, based upon, relating to, or involving this Agreement or any
transactions contemplated hereby or arising hereunder or (iv) the information
in such Records has been made generally available to the public other than
through the acts of such Inspector; provided
that prior notice shall be provided as soon as practicable to the Company of
the potential disclosure of any information by such Inspector pursuant to
clauses (ii) or (iii) of this sentence to permit the Company to obtain a
protective order (or waive the provisions of this paragraph (k)).  Each Inspector shall take such actions as are
reasonably necessary to protect the confidentiality of such information (if practicable)
to the extent such actions are otherwise not inconsistent with, an impairment
of or in derogation of the rights and interests of the Holder or any Inspector,
unless and until such information in such Records has been made generally
available to the public other than as a result of a breach of this Agreement.


 


11





















 


(l)            During the Effectiveness Period,
comply with all applicable rules and regulations of the SEC applicable to any
Registration Statement and make generally available to its security holders
earning statements satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 days after the end of any 12-month period (or
90 days after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company after
the effective date of a Registration Statement, which statements shall cover
said 12-month periods.


 


(m)          Cause the Indenture to be qualified
under the TIA not later than the effective date of the first Registration
Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the Trustee and the Holders of the Registrable Securities and their
respective counsel 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 TIA;
and execute, and use all 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.


 


(n)           If requested by Designated Counsel,
if any, or the Holders of a majority in Amount of Registrable Securities, (i)
promptly incorporate in a prospectus supplement or post-effective amendment
such information as the Designated Counsel, if any, or such Holders reasonably
determine is necessary to be included therein, (ii) make all required filings
of such prospectus supplement or such post-effective amendment as soon as
reasonably practicable after the Company has received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment and (iii) supplement or make amendments to such Registration
Statement.


 


(o)           Use its commercially reasonable
efforts to take all other steps necessary or advisable to effect the
registration of the Registrable Securities covered by a Registration Statement
contemplated hereby, provided that the Company shall not be required to take
any action in connection with an Underwritten Offering.


 


4A.          Holders’ Obligations. (a) Each
Holder agrees, by acquisition of the Registrable Securities, that no Holder
shall be entitled to sell any of such Registrable Securities pursuant to a
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence.  Each Selling Holder
agrees promptly to furnish to the Company all information required to be disclosed
in order to make the information previously furnished to the Company by such
Selling Holder not misleading and any other information regarding such Selling
Holder and the distribution of such Registrable Securities as the Company may
from time to time reasonably request. 
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to
such Holder and its plan of distribution is as set forth in the Prospectus
delivered by such Holder in connection with such disposition, that such
Prospectus does not as of the time of such sale contain any untrue statement of
a material fact


 


12





















 


relating to or provided
by such Holder or its plan of distribution and that such Prospectus does not as
of the time of such sale omit to state any material fact relating to or
provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.


 


(b)           The Company may require each Selling
Holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such additional information regarding such Holder and
its plan of distribution of such Registrable Securities as the Company may,
from time to time, reasonably request to the extent necessary or advisable to
comply with the Securities Act.  The
Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within twenty (20) Business Days after receiving such request.  Each Selling Holder as to which any Shelf
Registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed so that the information previously
furnished to the Company by such Holder is not materially misleading and does
not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
under which they were made.


 


(c)           Each Holder of Registrable Securities
agrees by acquisition of such Registrable Securities that, upon actual receipt
of any notice from the Company suspending the availability of the Registration
Statement pursuant to Section 3(b) hereof, or upon the happening of any event
of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof (each
Holder agrees to keep any such notice confidential), such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(i) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and it has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus thereto.


 


5.             Registration Expenses.


 


(a)           All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company, including, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses of compliance with state
securities or Blue Sky laws, including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as provided in
Section 4(g) hereof), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the Holders of a majority in
Amount of Registrable Securities included in any Registration Statement, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
desires such insurance, (vi) fees and expenses of all other Persons retained by
the Company, (vii) internal expenses of the Company (including, without limitation,
all salaries and expenses of officers and employees of the Company performing
legal or accounting duties),


 


13





















 


(viii) the expense of any
annual audit, (ix) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, if
applicable, and (x) the expenses relating to printing, word processing and
distributing all Registration Statements and any other documents necessary in
order to comply with this Agreement. 
Notwithstanding anything in this Agreement to the contrary, each Holder
shall pay all brokerage commissions with respect to any Registrable Securities
sold by it and, except as set forth in Section 5(b) below, the Company shall
not be responsible for the fees and expenses of any counsel, accountant or
advisor for the Holders.


 


(b)           The Company shall bear or reimburse
the Holders of the Registrable Securities being registered in a Shelf
Registration for the reasonable fees and disbursements of Designated Counsel.


 


6.             Indemnification.


 


(a)           The Company agrees to indemnify and
hold harmless (x) each Holder (which, for the absence of doubt, for purposes of
this Section 6 shall include the Initial Purchaser), (y) each Person, if any,
who controls (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) any Holder (any of the Persons referred to in
this clause (b) being hereinafter referred to as a “Controlling Person”),
and (z) the respective officers, directors, partners, employees,
representatives and agents of any Holder (including any predecessor holder) or
any Controlling Person (any person referred to in clause (x), (y) or (z) may
hereinafter be referred to as an “Indemnified Holder”), against any losses,
claims, damages or liabilities to which such Indemnified Holder may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of
any material fact contained in any Registration Statement or Prospectus, or any
amendment or supplement thereto or any related preliminary prospectus or (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in the light of the circumstances under which they were made; provided that the Company will not be
liable under this Section 6(a), (x) to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement, or omission or alleged omission made in any such
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus in reliance upon and in conformity with
written information relating to any Holder furnished to the Company by or on
behalf of such Holder specifically for use therein, (y) with respect to any
untrue statement or alleged untrue statement, or omission or alleged omission
made in any preliminary prospectus if the person asserting any such loss,
claim, damage or liability who purchased Registrable Securities which are the
subject thereof did not receive a copy of the Prospectus (or the preliminary
prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with such amendment or supplement thereto on a timely
basis) at or prior to the written confirmation of the sale of such Registrable
Securities to such person and, in any case where such delivery is required by
applicable law, the untrue statement or alleged untrue statement or omission or
alleged omission of a material fact made in such preliminary prospectus was corrected
in the Prospectus (or the preliminary prospectus as then amended or
supplemented if the Company shall have furnished such 


 


14





















 


Indemnified Holder with
such amendment or supplement thereto on a timely basis) or (z) arising from the
offer or sale of Registrable Securities during any Deferral Period, if notice
thereof was given to such Holder. The Company shall notify such Indemnified
Holder promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investigation) or litigation in connection with the
matters addressed by this Agreement that involves the Company or such
Indemnified Holder.


 


(b)           Subject to Section 6(d) below, the
Company agrees to reimburse each Indemnified Holder upon demand for any legal
or other out-of-pocket expenses reasonably incurred by such Indemnified Holder
in connection with investigating or defending any such loss, claim, damage or
liability, any action or proceeding or in responding to a subpoena or
governmental inquiry related to the offering of the Registrable Securities,
whether or not such Indemnified Holder is a party to any action or
proceeding.  In the event that it is
finally judicially determined that an Indemnified Holder was not entitled to
receive payments for legal and other expenses pursuant to this Section 6, such
Indemnified Holder will promptly return all sums that had been advanced
pursuant hereto.


 


(c)           Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors and officers
and each Person who controls the Company (within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act) to the same extent
as the indemnity provided in Section 6(a) from the Company to each Holder, but
only with reference to such losses, claims, damages or liabilities which are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to a
Holder furnished to the Company in writing by such Holder expressly for use in
any Registration Statement or Prospectus, or any amendment or supplement
thereto or any related preliminary prospectus. The liability of any Holder
under this Section 6(c) shall in no event exceed the proceeds received by
such Holder from sales of Registrable Securities giving rise to such
obligation.


 


(d)           In case any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any Person in respect of which indemnity may be
sought pursuant to Section 6(a) or (c), such Person (the “Indemnified Person”)
shall promptly notify the Person or Persons against whom such indemnity may be
sought (each an “Indemnifying Person”) in writing. No indemnification
provided for in Section 6(a) or (c) shall be available to any Person who shall
have failed to give notice as provided in this Section 6(d) if the party to
whom notice was not given was unaware of the proceeding to which such notice
would have related and was materially prejudiced by the failure to give such
notice. Nevertheless, the failure to give such notice shall not relieve the
Indemnifying Person or Persons from any liability which it or they may have to the
Indemnified Person for contribution or otherwise than on account of the
provisions of Section 6(a) or (c).  In
case any such proceeding shall be brought against any Indemnified Person and it
shall notify the Indemnifying Person of the commencement thereof, the
Indemnifying Person shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other Indemnifying Person similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such Indemnified Person and shall pay as incurred (or within 30 days of
presentation) the fees and disbursements of such counsel related to such
proceeding.  In any


 


15





















 


such proceeding, any Indemnified
Person shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred
(or within 30 days of presentation) the fees and expenses of the counsel
retained by the Indemnified Person in the event (i) the Indemnifying Person and
the Indemnified Person shall have mutually agreed to the retention of such
counsel, (ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them or (iii) the
Indemnifying Person shall have failed to assume the defense of and employ
counsel reasonably acceptable to the Indemnified Person within a reasonable
period of time after notice of commencement of the action.  It is understood that the Indemnifying Person
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such Indemnified Persons. 
Such firm shall be designated in writing by Holders of a majority in
Amount of Registrable Securities in the case of parties indemnified pursuant to
Section 6(a) and by the Company in the case of parties indemnified pursuant to
Section 6(c). The Indemnifying Person shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify the Indemnified Person from and against any loss or
liability by reason of such settlement or judgment.  In addition, the Indemnifying Person will
not, without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding of which indemnification may be sought hereunder
(whether or not any Indemnified Person is an actual or potential party to such
claim, action or proceeding) unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Person from all liability
arising out of such claim, action or proceeding.


 


(e)           To the extent the indemnification
provided for in this Section 6 is unavailable to or insufficient to hold
harmless an Indemnified Person under Section 6(a) or (c) in respect of any
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to therein, except by reason of the exceptions set forth in
Section 6(a) or (c) or the failure of the Indemnified Person to give notice as
required in Section 6(d), then each Indemnifying Person shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Indemnifying Person on the one hand and the Indemnified Person on the
other hand from the offering of the Notes pursuant to the Purchase Agreement
and the Registrable Securities pursuant to any Shelf Registration.  If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
Indemnifying Person shall contribute to such amount paid or payable by such
Indemnified Person in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Indemnifying Person
on the one hand and the Indemnified Person on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company shall be deemed to be equal to the total net proceeds (before deducting
expenses) received by the Company under the Purchase


 


16





















 


Agreement from the offering and sale
of the Registrable Securities giving rise to such obligations. The relative
benefits received by any Holder shall be deemed to be equal to the value of
receiving registration rights for the Registrable Securities under this
Agreement.  The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand, such Indemnified Holder on the other, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(f)            The Company and the Initial
Purchaser agree that it would not be just and equitable if contribution
pursuant to Section 6(e) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to in Section 6(e). The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) referred to in Section 6(e)
shall be deemed to include any legal or other expenses reasonably incurred by
such Indemnified Person in connection with investigating or defending any such
action or claim or enforcing any rights hereunder. Notwithstanding the
provisions of Section 6(e) and (f), (i) in no event shall any Holder be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the offering or sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission and
(ii) no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.


 


(g)           Except as otherwise provided in this
Section 6, any losses, claims, damages, liabilities or expenses for which an
Indemnified Person is entitled to indemnification or contribution under this
Section 6 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred (or within
30 days of presentation).


 


(h)           The remedies provided for in this
Section 6 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any indemnified party at law or in equity.


 


(i)            The indemnity and contribution
agreements contained in this Section 6 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder or any Person controlling any
Holder or by or on behalf of the Company, its officers or directors or any
other Person controlling the Company and (iii) acceptance of and payment for
any of the Registrable Securities.


 


7.             Rules
144 and 144A.


 


The Company
covenants that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder in a timely manner in accordance with the requirements of
the Securities Act and the


 


17





















 


Exchange Act and, if at
any time before the expiration of the Effectiveness Period the Company is not
required to file such reports, it will, upon the request of any Holder, make
available such information necessary to permit sales pursuant to Rule 144A
under the Securities Act.  The Company
further covenants that, until the Effectiveness Period has expired, it will use
all reasonable efforts to take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144 and Rule 144A under the Securities Act, as such rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC. The Company will provide a copy of this Agreement to prospective
purchasers of Registrable Securities identified to the Company by the Initial
Purchaser upon request.  Upon the request
of any Holder, the Company shall deliver to such Holder a written statement as
to whether it is subject to and has complied with such requirements.  Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.


 


8.             Underwritten Registrations.


 


No
Holder of Registrable Securities may participate in any Underwritten
Registration hereunder.


 


9.             Miscellaneous.


 


(a)           No Inconsistent Agreements.
The Company has not, as of the date hereof, and the Company shall not, after
the date of this Agreement, enter into any agreement with respect to any of its
securities that is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.


 


(b)           Adjustments Affecting Registrable
Securities. The Company shall not, directly or indirectly, take any action
with respect to the Registrable Securities as a class with the intent of
adversely affecting the ability of the Holders of Registrable Securities to
include such Registrable Securities in a registration undertaken pursuant to
this Agreement.


 


(c)           Amendments and Waivers. The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
otherwise than with the prior written consent of the Company and the Holders of
not less than a majority in Amount of Registrable Securities; provided that Section 6 and this Section
9(c) may not be amended, modified or supplemented without the prior written
consent of the Company and each Holder (including, in the case of an amendment,
modification or supplement of Section 6, any Person who was a Holder of
Registrable Securities disposed of pursuant to any Registration
Statement).  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may
be given by Holders of at least a majority in Amount of Registrable Securities
being sold by such Holders pursuant to such Registration Statement. Each Holder
of Registrable Securities outstanding at the time of any amendment,
modification,


 


18





















 


supplement, waiver, or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver, or consent effected pursuant to this Section, whether or not any notice
of such amendment, modification, supplement, waiver, or consent is delivered to
such Holder.


 


(d)           Notices. All notices, requests
and other communications (including without limitation any notices or other
communications to the Trustee) provided for or permitted hereunder shall be
made in writing and delivered by hand-delivery, registered first-class mail,
next-day air courier or facsimile:


 


(1)           if to a Holder of Registrable
Securities, at the most current address of such Holder set forth on (x) the
records of the registrar under the Indenture, in the case of Holders of Notes,
and (y) the stock ledger of the Company, in the case of Holders of common stock
of the Company, unless, in either such case, any Holder shall have provided
notice information in a Notice and Questionnaire or any amendment thereto, in
which case such information shall control.


 


	
  (2)

  	
  if to the Initial Purchaser:

  
	
   

  	
   

  
	
   

  	
  c/o Deutsche Bank Securities Inc.

  
	
   

  	
  60 Wall Street

  
	
   

  	
  New York, New York 10005

  
	
   

  	
  Facsimile No.: (212) 797-8974

  
	
   

  	
  Attention: Equity Capital Markets

  
	
   

  	
  with a copy to the General Counsel

  
	
   

  	
  Facsimile No.: (212) 797-4564

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Davis Polk &
  Wardwell

  
	
   

  	
  450 Lexington Avenue

  
	
   

  	
  New York, New York
  10017

  
	
   

  	
  Facsimile No.: (212)
  450-4745

  
	
   

  	
  Attention: Richard A.
  Drucker

  
	
   

  	
   

  
	
  (3)

  	
  if to the Company:

  
	
   

  	
   

  
	
   

  	
  American Equity
  Investment Life Holding Company

  
	
   

  	
  5000 Westown Parkway

  
	
   

  	
  Suite 440

  
	
   

  	
  West Des Moines, Iowa
  50266

  
	
   

  	
  Facsimile No.: (515)
  221-9947

  
	
   

  	
  Attention: Wendy L.
  Carlson

  
			



 


19





















 


	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Skadden, Arps, Slate,
  Meagher & Flom LLP

  
	
   

  	
  333 West Wacker Drive

  
	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
  Facsimile No.: (312)
  407-0411

  
	
   

  	
  Attention: William R.
  Kunkel

  
			



 


All such notices,
requests and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; the earlier of the date indicated
on the notice of receipt and five (5) Business Days after being deposited in
the mail, postage prepaid, if mailed; one Business Day after being timely
delivered to a next-day air courier; and when the addressor receives facsimile
confirmation, if sent by facsimile during normal business hours, and otherwise
on the next Business Day during normal business hours.


 


(e)           Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto, including the Holders; provided that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.


 


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


 


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


 


(h)           Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN
MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


(i)            Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


20





















 


(j)            Securities Held by the Company or
Its Affiliates.  Whenever the consent
or approval of Holders of a specified percentage in Amount of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 


(k)           Third-Party Beneficiaries.
Holders of Registrable Securities are intended third party beneficiaries of
this Agreement and this Agreement may be enforced by such Persons.


 


(l)            Entire Agreement. This
Agreement, together with the Purchase Agreement and the Indenture, is intended
by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understandings, correspondence,
conversations and memoranda between the Initial Purchaser on the one hand and
the Company on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.


 


[Signature page
follows]


 


21





















 


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


 


 


	
   

  	
  AMERICAN
  EQUITY INVESTMENT LIFE

  
	
   

  	
  HOLDING
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L.
  Albanese

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael L.
  Albanese

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Sung

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald Sung

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director