Exhibit 4.5


ARVINMERITOR,
INC.


Notes Due 2015


REGISTRATION RIGHTS AGREEMENT


New York, New York 

September 30, 2005


Citigroup Global Markets Inc. 

J.P. Morgan Securities Inc. 

UBS Securities LLC 

c/o Citigroup Global Markets Inc. 

388 Greenwich Street 

New York, New York 10013


Ladies and Gentlemen:


          ArvinMeritor,
Inc., an Indiana corporation (the “Company”), proposes to issue $252,537,000 aggregate principal amount of its
8.125% Notes due 2015 (the “New Notes”) as part of an exchange offer (the “Initial Exchange Offer”) for its
outstanding 6.80% Senior Notes due February 15, 2009, and 7.125% Senior
Notes due March 15, 2009 (collectively, the “Old Notes”), upon the terms set forth in a Dealer Manager Agreement (the
“Dealer Manager Agreement”) dated as
of August 31, 2005, between the Company and you as the dealer managers (the “Dealer Managers”), relating to the
Initial Exchange Offer. The New Notes are to be issued under an indenture dated as of April 1, 1998 (the
“Indenture”) between the Company and BNY Midwest Trust Company, as
successor to The Chase Manhattan Bank, as trustee
(the “Trustee”). To induce the Dealer Managers to enter into the Dealer Manager
Agreement and to satisfy a condition
to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the
holders (each a “Holder”  and, together, the “Holders”) from time to time
of the New Notes or the Exchange Notes (as hereinafter defined), as follows:  


          1.          Definitions. Capitalized
terms used herein
without definition shall have their respective meanings set forth in the
Dealer Manager Agreement. As used in this Agreement, the following capitalized defined terms shall have
the following meanings:


          “Act” shall mean the Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated
thereunder.


          “Additional
Interest” shall have the
meaning set forth in Section 5 hereto.


          “Affiliate” of any specified person shall
mean any other person that, directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person.
For purposes of this definition, control of a person shall mean the power,
direct or indirect, to direct or
cause the direction of the management and policies of such person whether







by
contract or otherwise; and the terms “controlling” and “controlled” shall have
meanings correlative to the foregoing.


          “Broker-Dealer” shall mean any broker
or dealer registered as such under the Exchange Act.


          “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday
or a day on
which banking institutions or trust companies are authorized or obligated by
law to close
in New York City, New York.


          “Commission” shall mean the Securities
and Exchange Commission. 


          “Company” shall have the meaning
set forth in the preamble hereto. 


          “Company
Indemnitee” shall have the meaning set forth in Section 7(b) hereto. 


          “Dealer
Manager Agreement” shall have the meaning set forth in the preamble
hereto. 


          “Dealer
Managers” shall have the meaning set forth in the preamble hereto. 


          “DTC” shall have the meaning
set forth in Section 4(l)(i) hereto.


          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.


          “Exchange
Notes” shall mean debt securities of the Company identical in all material respects to the New
Notes (except that the additional interest provision and the transfer restrictions shall be
modified or eliminated, as appropriate) and to be issued under the Indenture.


          “Exchange
Offer Registration Period” shall mean the 180-day period following the consummation of the
Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement.


          “Exchange
Offer Registration Statement” shall mean a registration statement of the Company
on Form S-4 (or, if applicable, an appropriate form) under the Act with respect
to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


          “Exchanging
Dealer” shall mean any Holder (which may include any Dealer Manager) that is a Broker-Dealer and elects to
exchange for Exchange Notes any New Notes that it acquired for its own account as a result of market-making activities or
other trading activities (but not
directly from the Company or any Affiliate of the Company).


          “Expiration
Date” shall have the meaning set forth in Section 2(c)(ii) hereto. 


          “Fee” shall have the meaning
set forth in the Dealer Manager Agreement.


2







          “Holder” and “Holders” shall have
the meanings set forth
in the preamble hereto. 


          “Indenture” shall have the meaning
set forth in the preamble hereto. 


          “Initial
Exchange Offer” shall have the meaning set forth in the preamble hereto.



          “Losses” shall have the meaning
set forth in Section 7(d) hereof.


          “Majority
Holders” shall mean, on any date, the Holders of a majority of the aggregate
principal amount of the New Notes registered or to be registered under a
Registration Statement.


          “Managing
Underwriters” shall mean the investment banker or investment bankers
and manager
or managers that shall administer an underwritten offering, if any, under a
Registration Statement.


          “New
Notes” shall have the meaning set forth in the preamble hereto. 


          “Old
Notes” shall have the meaning set
forth in the preamble hereto.


          “Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New
Notes or the Exchange Notes covered by such Registration
Statement, and all amendments and supplements thereto, including all exhibits thereto and all material incorporated by reference
therein.


          “Registered
Exchange Offer” shall mean the
proposed offer of the Company to issue and deliver to the Holders of the New Notes that
are not prohibited by any law or policy of the Commission from participating in
such offer, in exchange for the New Notes, a like aggregate principal amount of the
Exchange Notes.


          “Registration Default” shall have the
meaning set forth in Section 5 hereto.


          “Registration Statement” shall mean any
Exchange Offer Registration Statement or Shelf Registration Statement that
covers any of the New Notes or the Exchange Notes pursuant to the provisions of
this Agreement, any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained therein), all exhibits
thereto and all material incorporated by reference therein.


          “Settlement
Date” shall mean the date on
which the Initial Exchange Offer has been consummated.


          “Shelf
Registration” shall mean a
registration under the Act effected pursuant to Section 3 hereof.


          “Shelf
Registration Period” has the meaning
set forth in Section 3(b)(ii) hereof.


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          “Shelf
Registration Statement” shall mean a
“shelf” registration statement of the Company
pursuant to the provisions of Section 3 hereof which covers some or all
of the New Notes, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments and the Prospectus contained
therein, all exhibits thereto and
all material incorporated by reference therein.


          “Trustee” shall have the meaning set forth
in the preamble hereto.


          “Trust
Indenture Act” shall mean the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Commission promulgated thereunder.


          “Underwriter” shall mean any underwriter of
New Notes in connection with an offering thereof under a Shelf Registration
Statement.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Registered
Exchange Offer. 

  
	
   

  	
   

  
	
   

  	
            (a)          To
the
  extent not prohibited by any applicable  law or applicable interpretations of the Staff of the Commission, the
  Company shall prepare and, not later than 120 days following the Settlement Date (or
  if such 120th day is not a Business Day, the next succeeding Business Day), shall file
  with the Commission the Exchange Offer Registration Statement with respect to the
  Registered Exchange Offer. The Company shall use its reasonable best efforts to (i)
  cause the Exchange Offer Registration Statement to become effective under the Act
  within 210 days of the Settlement Date (or if such 210th day is not a Business Day, the next
  succeeding Business Day) and (ii) consummate the Registered Exchange Offer within
  240 days of the Settlement Date (or if such 240th day is not a Business Day,
  the next succeeding Business Day).

  
	
   

  	
   

  
	
   

  	
            (b)          Upon
  the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly
  commence the Registered Exchange Offer, it being the objective of such
  Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange
  Notes (provided that such Holder is not an Affiliate of the Company, acquires the
  Exchange Notes in the ordinary course of such Holder’s business, has no arrangements
  or understandings with any person to participate in the distribution of the Exchange Notes
  and is not prohibited by any law, rule or policy of the Commission from participating in
  the Registered Exchange Offer) to trade such Exchange Notes from and after their
  receipt without any limitations or restrictions under the Act and without
  material restrictions under the securities laws of a substantial proportion
  of the several states of the United States.

  
	
   

  	
   

  
	
   

  	
           (c)          In
connection with
  the Registered Exchange Offer, the Company shall:

  
	
   

  	
   

  
	
   

  	
   

  	 	
  (i)

  	
  mail
  to each Holder a copy of the Prospectus forming part of the Exchange Offer
  Registration Statement, together with an appropriate letter of transmittal and related
  documents, provided, however, if the Company is unable to ascertain a
  mailing address for any Holder, such Holder will be deemed to have received the

  



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  documents
  referred to above upon delivery of such documents to the Depository Trust
  Company for distribution to its participants;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  keep
  the Registered Exchange Offer open for not less than 20 Business Days and not
  more than 40 Business Days after the date notice thereof is mailed to the Holders (or, in
  each case, longer if required by applicable law) (the “Expiration Date”);

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  use
  its reasonable best efforts to keep the Exchange Offer Registration Statement
  continuously effective under the Act, supplemented and amended as required under the
  Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the
  Exchange Offer Registration Period;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  utilize
  the services of a depositary for the Registered Exchange Offer with an address
  in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate
  of the Trustee;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  permit
  Holders to withdraw tendered New Notes at any time prior to the close of
  business, New York time, on the last Business Day on which the
  Registered Exchange Offer is open;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  prior
  to effectiveness of the Exchange Offer Registration Statement, provide a
  supplemental letter to the Commission (A) stating that the Company is
  conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May
  13, 1988) and Morgan Stanley &
  Co., Inc. (pub. avail. June 5, 1991), and (B) including a representation that
  the Company has not entered into any
  arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered
  Exchange Offer and that, to the
  Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in the
ordinary course of
  business and has no arrangement or
  understanding with any person to participate in the distribution of the
  Exchange Notes; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)

  	
  comply
  in all respects with all applicable laws.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
            (d)        As
  soon as practicable after the close of the Registered Exchange Offer, the Company shall:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  accept
  for exchange all New Notes tendered and not validly withdrawn pursuant to
  the Registered Exchange Offer;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  deliver
  to the Trustee for cancellation in accordance with Section 4(s) all New Notes so
  accepted for exchange; and

  



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  (iii)

  	
  cause
  the Trustee promptly to authenticate and deliver to each Holder of New Notes a
  principal amount of Exchange Notes equal to the principal amount of the New Notes of such
  Holder so accepted
  for exchange.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
            (e)     Each
  Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange
  Offer to participate in a distribution of the Exchange Notes (x) could not
  under Commission policy as in effect on the date of this Agreement rely on the position of the
  Commission in Exxon Capital Holdings Corporation
  (pub. avail. May 13, 1988) and Morgan Stanley & Co., Inc. (pub. avail. June 5, 1991), as interpreted in the
  Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters, and
  (y) must comply with the registration and prospectus delivery requirements of
  the Act in connection with any secondary resale transaction, and any secondary resale
  transactions by such Holder must be covered by an effective
  registration statement containing the selling security holder and plan of distribution information required by Item 507 or
  508, as applicable, of Regulation S-K under the Act if the resales are of
  Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly
  from the Company or one of its Affiliates.
  Accordingly, each Holder participating in the Registered Exchange Offer shall
  be required to provide a written
  representation to the Company that, at the time of the consummation of the Registered Exchange Offer:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  

  	
  (i)

  	
  any
  Exchange Notes received by such Holder will be acquired in the ordinary course of
  such Holder’s business;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  

  	
  (ii)

  	
  such
  Holder is not engaged in, and does not intend to engage in, and will have no
  arrangement or understanding with any person to participate in the
  distribution of the New Notes or the Exchange Notes within the meaning of the Act; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  

  	
  (iii)

  	
  such
  Holder is not an Affiliate of the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.       Shelf Registration.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
           (a)        If (i) due to
any
  change in law or applicable interpretations thereof by the Commission’s staff,
  the Company determines upon advice of its outside counsel that it is not permitted to effect
  the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
  any other reason the Registered Exchange Offer is not consummated within 240 days of
  the Settlement Date; or (iii) any Holder notifies the Company that it is not eligible to
  participate in the Registered Exchange Offer and the Company receives notice of such
  ineligibility from such Holder within 45 days after the consummation of the Registered
  Exchange Offer, the Company shall effect a Shelf Registration Statement in accordance with
  subsection (b) below. The Company shall not be required to file more than one
  Shelf Registration Statement.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  
          (b)       (i)          The
Company shall as promptly as practicable (but in no event more than 45 days after so required or
requested pursuant to this Section 3), file with the 

  



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  Commission and thereafter shall
use its reasonable best efforts to cause to be declared effective
under the Act within 120 days after so required or requested pursuant to this
Section 3 a Shelf Registration Statement relating to the offer and
sale of the New Notes by the Holders
thereof from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement;
provided, however, that no Holder
shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and
provided further that with respect to a Shelf Registration Statement required
pursuant to clause (ii) of Section 3(a), the consummation
of a Registered Exchange Offer shall relieve the Company of its obligations
under this Section 3(b) but only in respect of its obligations under
such clause (ii) of Section 3(a). 

  






	
   

  	
   

  	
   

  
	
   

  	
   

  	
            (ii)        
  The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective,
  supplemented and amended as required by the Act, in order to permit the
  Prospectus forming part thereof to be usable by Holders for a period of two years from the Settlement Date
  or such shorter period that will
  terminate when all the New Notes covered by the Shelf Registration
  Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable pursuant to
  Rule 144(k) (and applicable interpretations thereof by the
  Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company
  shall be deemed not to have used its
  reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period
  if it voluntarily takes any action that
  would result in Holders of New Notes covered thereby not being able to offer and sell such New Notes during that period,
  unless (A) such action is required by applicable law or (B) such
  action is taken by the Company in good faith and for valid business reasons
  (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so
  long as the Company promptly thereafter complies with the requirements
  of Section 4(k) hereof, if
  applicable.

  



         4.      Additional
Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent
applicable, any Exchange Offer Registration Statement, the following provisions shall apply.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  The Company shall:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i) 

  	
  furnish to you, not less than two Business Days
  prior to the filing thereof with the
  Commission, a draft copy of any Exchange Offer Registration Statement and any
  Shelf Registration Statement, and each
  amendment thereof and each amendment or supplement, if any, to the
  Prospectus included therein (excluding all documents incorporated by
  reference therein after the initial filing) and shall use its reasonable best efforts to reflect in each such document, when
  so filed with the Commission, such comments as you reasonably propose;

  



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  (ii) 

  	
  include the information set
  forth (A) in Annex A hereto on the inside cover page of the Prospectus contained in the Exchange Offer Registration
Statement, (B) in Annex B
  hereto in a section of the
  Prospectus setting forth details of the Registered Exchange Offer, (C)
  in Annex C hereto in the underwriting or plan of distribution section of such Prospectus and (D)
  in Annex D hereto in the letter of transmittal delivered pursuant to
  the Registered Exchange Offer; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii) 

  	
  in the case of a Shelf
  Registration Statement, include the information
  regarding the Holders that propose to sell New Notes pursuant to the
  Shelf Registration Statement as selling security holders; provided that the Company shall not be required to supplement
  or amend a Shelf Registration Statement after it has been declared effective by the Commission more than once per calendar month to
reflect additional Holders or
  changes in the number of New Notes
  to be sold by any Holder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  The Company shall use its best
  efforts to ensure that:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i) 

  	
  any Registration Statement and any amendment thereto
  and any Prospectus forming part thereof
  and any amendment or supplement thereto
  complies in all material respects with the Act and the rules and regulations thereunder; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii) 

  	
  any Registration Statement and any amendment thereto
  does not, when it becomes effective,
  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 not misleading.

  






	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
            (c)    The Company shall
advise you or the Holders of
  New Notes covered by any Shelf
  Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in
  writing to the Company a telephone or
  facsimile number and address for notices, and, if requested by you or any
  such Holder or Exchanging Dealer,
  shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) below shall be accompanied by
  an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such
  suspension):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i) 

  	
  when a Registration Statement
  and any amendment thereto has been
  filed with the Commission and when such Registration Statement or any post-effective amendment
  thereto has become effective;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii) 

  	
  of any request by the Commission after the effective
  date of such Registration Statement for
  any amendment or supplement to a Registration
  Statement or the Prospectus or for additional information in connection with the Registration Statement;

  



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  (iii) 

  	
  of the issuance by the
  Commission of any stop order suspending the effectiveness of a
  Registration Statement or the initiation of any
  proceedings for that purpose;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv) 

  	
  of the receipt by the Company of
  any notification with respect to the
  suspension of the qualification of the securities included in any Registration
  Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (v) 

  	
  of the happening of any event (it being understood
  that only the existence of the fact or
  event must be disclosed and that the nature of the fact or event may be kept confidential for bona fide business
  reasons) that requires any change in a Registration Statement or the Prospectus
  so that, as of such date, the statements therein do not contain any untrue statement of a material fact
  and do not omit to state a material fact required to be stated therein
  or necessary to make the statements therein (in the case of the Prospectus,
  in the light of the circumstances under
  which they were made) not misleading provided that the Company shall
  not be required to disclose the reasons
  for such change.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Upon receiving notice of the occurrence of any of
  the events listed in subsections (ii) through
  (v) of this Section 4(c), each Holder and any Exchanging Dealer will,
  upon request by the Company in
  writing, immediately discontinue disposition of New Notes or Exchange Notes pursuant to a Registration
  Statement until such Holder’s or Exchanging Dealer’s receipt of copies
  of the supplemented or amended Prospectus contemplated by Section 4(k)
  or until it is advised in writing by the Company that use of the applicable Prospectus may resume, and, if so directed by
  the Company, such Holder or Exchanging Dealer will deliver to the Company (at the Company’s expense) all
  copies in such Holder’s or Exchanging Dealer’s possession, other than
  permanent file copies, of the Prospectus
  covering such New Notes or Exchange Notes that was current at the time of receipt of such notice.

  
	
   

  	
   

  
	
   

  	
            (d)       The
  Company shall use its reasonable best efforts to prevent the issuance and, if issued, to obtain the withdrawal at the
  earliest practicable time of any order suspending the effectiveness of
  any Registration Statement or the qualification of the securities therein for sale in any jurisdiction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
            (e)
         The Company shall furnish to each
  Holder of New Notes covered by any Shelf
  Registration Statement, without charge, at least one copy of such Shelf
  Registration Statement and any
  post-effective amendment thereto, and, if the Holder so requests in writing, all material incorporated therein by
  reference and all exhibits thereto.

  
	
   

  	
   

  
	
   

  	
            (f)        The Company
shall, during the Shelf
  Registration Period, promptly deliver to you and to each Holder of New Notes covered by any Shelf
  Registration Statement, and any
  sales or placement agents or underwriters acting on behalf of such Holder, without charge, as many copies of the
  Prospectus (including each preliminary Prospectus)

  



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  included in such Shelf
  Registration Statement and any amendment or supplement thereto as such person may reasonably request. The
  Company consents to the use of the Prospectus or any amendment or supplement
  thereto by each of the foregoing in connection
  with the offering and sale of the New Notes covered by the Prospectus, or any
  amendment or supplement thereto,
  included in the Shelf Registration Statement in accordance with applicable law and the terms
  hereof.

  
	
   

  	
   

  
	
   

  	
            (g)        
  The Company shall furnish to each Exchanging Dealer that so requests, without charge, at least one copy of the
  Exchange Offer Registration Statement and any post-effective amendment
  thereto, and, if the Exchanging Dealer so requests in writing, all material incorporated by reference therein
  and all exhibits thereto.

  
	
   

  	
   

  
	
   

  	
            (h)
          The Company shall promptly
  deliver to you, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange
  Offer Registration Period, without
  charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any
  amendment or supplement thereto as any such person may reasonably request.
  The Company consents to the use of the Prospectus or any amendment or supplement thereto by you,
  any Exchanging Dealer and any such other
  person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering
  and sale of the Exchange Notes covered by the Prospectus, or any amendment or
  supplement thereto, included in the Exchange Offer Registration Statement in accordance with applicable law and
  the terms hereof.

  
	
   

  	
   

  
	
   

  	
            (i)        
  Prior to the Registered Exchange Offer or any other offering of New Notes or Exchange Notes, as the case may be, pursuant
  to any Registration Statement, the Company
  shall arrange, if necessary, for the qualification of the New Notes or the Exchange Notes, as the case may be, for sale
  under the laws of such jurisdictions as any Holder shall reasonably request
  and will use its reasonable best efforts to maintain such qualification in effect so long as required;
  provided that in no event shall the Company be obligated to (i)
  qualify to do business or as a broker or dealer of securities in any
  jurisdiction where it is not then so qualified, (ii) take any action that
  would subject it to service of process in
  suits, other than those arising out of the Registered Exchange Offer or any
  offering pursuant to a Shelf Registration Statement, in any such jurisdiction
  where it is not then so subject or
  (iii) subject itself to taxation in any jurisdiction if it is not already so subject.

  
	
   

  	
   

  
	
   

  	
            (j)        
  The Company shall cooperate with the Holders of New Notes or Exchange Notes, as the case may be, to facilitate the
  timely preparation and delivery of certificates representing New Notes or Exchange Notes to be
  issued or sold pursuant to any Registration
  Statement free of any restrictive legends and in such denominations and registered in such names as Holders may
  request.

  
	
   

  	
   

  
	
   

  	
            (k)        Upon
  the occurrence of any event contemplated by subsections (ii) through (v) of Section 4(c) hereof, the Company shall promptly prepare a post-effective amendment to the applicable
  Registration Statement or an amendment or supplement to the related
  Prospectus or file any other required document so that, as thereafter
  delivered to the purchasers of the securities covered thereby, the
  Prospectus will not include an

  



10







	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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 that, during the
  Exchange Offer Registration Period,
  the Company shall not be required to amend or supplement a Registration Statement or Prospectus, in the
  event that, and for a period not to exceed 60 days in any consecutive 12-month period, the Company determines in
  good faith that the disclosure of
  any such event would be materially adverse to the Company or otherwise relates to a pending business transaction that
  has not yet been publicly disclosed. In such circumstances, the period of effectiveness of the Exchange Offer
  Registration Statement provided for
  in Section 2 and the Shelf Registration Statement provided for in Section
  3(b) shall each be extended by the number of days from and including the
  date of the giving of a notice of
  suspension pursuant to Section 4(c) hereof to and including the date the Holders of New Notes and Exchanging Dealers
  shall have received such amended or supplemented Prospectus pursuant to this
  Section.

  
	
   

  	
   

  
	
   

  	
  
          (l)   
(i)           Not later
than the effective date of the Exchange Offer Registration Statement, the Company shall provide a CUSIP
number for the Exchange Notes registered
under the Exchange Offer Registration Statement. Not later than the date of the closing of the Exchange Offer, the Company
shall provide the Trustee with printed certificates for such Exchange Notes, free of any restrictive
legends, in a form eligible for deposit
with The Depository Trust Company (“DTC”). 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)          
  On the first Business Day following the effective date of any Shelf Registration Statement hereunder or as soon as
  possible thereafter, the Company shall use its reasonable efforts to
  establish with the Trustee a procedure by
  which Holders of New Notes that are “restricted
  securities” within the meaning of Rule 144(a)(3) under the Securities Act may transfer their interests
  therein to an “unrestricted” global security free of any stop or restriction
  on DTC’s system with respect to the New Notes; provided, however that this Section 4(l)(ii) shall be
  applicable only to Holders that are named
  as selling Holders in the Shelf Registration Statement and agree in
  writing to be bound by all of the provisions of this Agreement applicable to such Holder. Upon compliance with the
  foregoing requirements of this Section 4(l)(ii), the Company shall
  provide the Trustee with printed certificates for such New Notes in a form eligible for deposit with DTC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  In the event the Company is unable to cause DTC to
  take the actions described in this Section
  4(l), the Company shall take
  such actions as the Majority Holders may reasonably request to provide, as soon as practicable, a CUSIP number,
  if necessary, for the New Notes
  registered under the Shelf Registration Statement and to cause the CUSIP
  number to be assigned to the New Notes or Exchange Notes, as the case may be
  (or to the maximum aggregate
  principal amount of the New Notes or Exchange Notes, as the case may be, to which such number may be assigned).

  



11







	
   

  	
   

  	
   

  
	
   

  	
            (m)
          The Company shall comply with
  all applicable rules and regulations of the Commission and shall make
  generally available to its security holders as soon as practicable after the effective date of the
  applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act.

  
	
   

  	
   

  
	
   

  	
            (n)        
  The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

  
	
   

  	
   

  
	
   

  	
            (o)        
  The Company may require each Holder of New Notes to be sold pursuant to any Shelf Registration Statement to furnish to
  the Company such information regarding
  the Holder and the distribution of such New Notes as the Company may from time
  to time reasonably require for inclusion in such Shelf Registration
  Statement, and each such Holder shall promptly furnish to the Company any
  additional information required in order
  to make the information previously disclosed to the Company under this subsection (o) not misleading. The Company may
  exclude from such Shelf Registration Statement the New Notes of any Holder
  that fails to furnish such information within a reasonable time after receiving such request.

  
	
   

  	
   

  
	
   

  	
            (p)        
  The Company shall, if requested, use its reasonable best efforts to incorporate promptly in a Prospectus supplement
  or post-effective amendment to a Shelf Registration Statement such
  information as a Holder of New Notes to be sold pursuant to any Shelf Registration Statement may reasonably
  provide from time to time to the Company in writing for inclusion in a
  Prospectus or any Shelf Registration Statement concerning such Holder and the distribution of such Holder’s New Notes
  and shall make all required filings of such Prospectus supplement or
  post-effective amendment as soon as
  reasonably practicable after receipt of notification of the matters to be
  incorporated in such Prospectus supplement or post-effective
  amendment; provided that the Company shall
  not be obligated to make such updates more than once per month.

  
	
   

  	
   

  
	
   

  	
  
          (q)        In
the case of any Shelf Registration Statement, the Company shall enter into such agreements and take all other
appropriate actions (including, if requested, an underwriting agreement in
customary form and otherwise reasonably satisfactory to the Company) in order
to expedite or facilitate the registration or the disposition of the New Notes,
and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification
provisions and procedures reasonably comparable to those set forth in Section
7 (or such other provisions and procedures acceptable to the Company, the
Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 7). 

  
	
   

  	
   

  
	
   

  	
            (r)          In
  the case of any Shelf Registration Statement, the Company shall:

  
	
   

  	
   

  
	
   

  	
   

  	
          (i)
          make reasonably available for
  inspection by the selling Holders of New
  Notes to be registered thereunder, any underwriter participating in any disposition pursuant to
  such Shelf Registration Statement, and any attorney, accountant or other
  agent retained by the selling Holders or any such underwriter, all
  relevant financial and other records,
  pertinent corporate documents and properties of

  



12







	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  the Company and its subsidiaries, which inspection
  shall be coordinated by a single counsel selected by the Majority Holders;
  provided, however, that any information that is designated in writing by the
  Company, in good faith, as confidential at the time of delivery of such
  information shall be kept confidential by the selling Holders or any such
  underwriter, attorney, accountant or agent, unless such disclosure is made in
  connection with a court proceeding or required by law, or such information becomes
  available to the public generally or through a third party without an
  accompanying obligation of confidentiality and without any action or omission
  by any selling Holder in violation of this subsection (i);

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  cause the Company’ officers, directors, employees,
  accountants and auditors to supply all relevant information reasonably
  requested by the selling Holders or any such underwriter, attorney,
  accountant or agent in connection with any such Registration Statement as is
  customary for similar due diligence examinations; provided, however, that any
  information that is designated in writing by the Company, in good faith, as
  confidential at the time of delivery of such information shall be kept
  confidential by the selling Holders or any such underwriter, attorney,
  accountant or agent, unless such disclosure is made in connection with a
  court proceeding or required by law, or such information becomes available to
  the public generally or through a third party without an accompanying
  obligation of confidentiality and without any action or omission by any
  selling Holder in violation of this subsection (ii);

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  make such representations and warranties to the
  Holders of New Notes registered thereunder and the underwriters, if any, in
  form, substance and scope as are reasonably comparable to those set forth in
  the Dealer Manager Agreement;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  obtain opinions of counsel to the Company and
  updates thereof (which counsel and opinions (in form, scope and substance)
  shall be reasonably satisfactory to the Managing Underwriters, if any)
  addressed to each selling Holder and the underwriters, if any, covering such
  matters as are customarily covered in opinions requested in underwritten
  offerings and such other matters as may be reasonably requested by such
  Holders and underwriters;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (v)

  	
  obtain “cold comfort” letters and updates thereof
  from the independent certified public accountants of the Company (and, if
  necessary, any other independent certified public accountants of any subsidiary
  of the Company or of any business acquired directly or indirectly by the
  Company for which financial statements and

  



13







	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  financial data are, or are required to be, included
  in the Registration Statement), addressed to each selling Holder of New Notes
  registered thereunder and the underwriters, if any, in customary form and
  covering matters of the type customarily covered in “cold comfort” letters in
  connection with primary underwritten offerings; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vi)

  	
  deliver such documents and certificates as may be
  reasonably requested by the Majority Holders or the Managing Underwriters, if
  any, including those to evidence compliance with Section 4(k) hereof
  and with any customary conditions contained in the underwriting agreement or
  other agreement entered into by the Company.

  






	
   

  	
   

  
	
   

  	
  The actions set forth in the foregoing subclauses
  (iii), (iv), (v) and (vi) shall be performed at (A) the effectiveness of such
  Registration Statement and each post-effective amendment thereto; and (B)
  each closing under any underwriting or similar agreement as and to the extent
  required thereunder.

  
	
   

  	
   

  
	
   

  	
            (s)    If
  a Registered Exchange Offer is to be consummated, upon delivery of the New
  Notes by Holders to the Company (or to such other person as directed by the
  Company) in exchange for the Exchange Notes, the Company shall mark, or cause
  to be marked, on the New Notes so exchanged that such New Notes are being
  cancelled in exchange for the Exchange Notes. In no event shall the New Notes
  be marked as paid or otherwise satisfied.

  
	
   

  	
   

  
	
   

  	
            (t)    The
  Company shall use its reasonable best efforts to cause the securities covered
  by a Registration Statement to be rated with at least one nationally
  recognized statistical rating agency, if so requested by the Majority Holders
  or by any Managing Underwriters unless such securities are already so rated.

  
	
   

  	
   

  
	
   

  	
            (u)   In
  the case of any Shelf Registration Statement, if any Broker-Dealer shall
  underwrite any New Notes or participate as a member of an underwriting
  syndicate or selling group or “assist in the distribution” (within the
  meaning of the Rules of Fair Practice and the By-Laws of the National
  Association of Securities Dealers, Inc.) thereof, whether as a Holder of such
  New Notes or as an underwriter, a placement or sales agent or a broker or
  dealer in respect thereof, or otherwise, the Company shall assist such
  Broker-Dealer in complying with the requirements of such Rules and By-Laws,
  including, without limitation, by:

  






	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  if such Rules or By-Laws shall so require, engaging
  a “qualified independent underwriter” (as defined in such Rules) to
  participate in the preparation of such Registration Statement, to exercise
  usual standards of due diligence with respect thereto and, if any portion of
  the offering contemplated by such Registration Statement is an underwritten
  offering or is made through a placement or sales agent, to recommend the
  yield of such New Notes;

  



14







	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  indemnifying any such qualified independent underwriter
  to the extent of the indemnification of underwriters provided in Section 7 hereof; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  providing such information to such Broker-Dealer as
  may be required in order for such Broker-Dealer to comply with the
  requirements of such Rules or By-Laws.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  The Company shall use its reasonable best efforts to
  take all other steps necessary to effect the registration of New Notes or
  Exchange Notes, as the case may be, covered by a Registration Statement as
  contemplated by, and in accordance with the terms of, this Agreement.

  






	
   

  	
   

  
	
   

  	
  5.        Additional Interest.

  
	
   

  	
   

  
	
   

  	
  
          (a)   The
parties hereto acknowledge that the Holders of New Notes or Exchange Notes,
as the case may be, will suffer damages if the Company fails to perform its
obligations under Section 2 or 3 hereof and that it would not be
feasible to ascertain the extent of such damages. Accordingly, in the event
that: 

  






	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  the Exchange Offer Registration Statement has not
  been filed on or prior to the 120th day after the Settlement Date;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  the Exchange Offer Registration Statement has not
  been declared effective on or prior to the 210th day after the Settlement
  Date;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  neither the Exchange Offer has been completed nor
  the Shelf Registration Statement has been declared effective on or prior to
  the 240th day after the Settlement Date;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  the Shelf Registration Statement has not been
  declared effective on or prior to the 120th day after the required or
  requested time of filing pursuant to Section 3 hereof;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (v)

  	
  after the Exchange Offer Registration Statement has
  been declared effective, the Exchange Offer Registration Statement ceases to
  be effective or usable prior to the consummation of the Registered Exchange
  Offer; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vi)

  	
  after the Shelf Registration Statement, if
  applicable, has been declared effective, the Shelf Registration Statement
  ceases to be effective or usable for a period of time that exceeds 60 days in
  the aggregate in any 12-month period in which it is required to be effective
  under this Agreement;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (each such event referred to in the foregoing
  clauses (i) through (vi), a “Registration
  Default”), then additional interest (“Additional Interest”) will accrue on the principal

  



15







	
   

  	
   

  
	
   

  	
  amount of the New Notes or the Exchange Notes
  affected thereby (in addition to the stated interest on the New Notes and the
  Exchange Notes), from and including the date on which any Registration
  Default first occurs and while any such Registration Default has occurred and
  is continuing, to but excluding the date on which all filings, declarations
  of effectiveness and consummations, as the case may be, have been achieved
  which, if achieved on a timely basis, would have prevented the occurrence of
  all of the then existing Registration Defaults. Additional Interest will
  accrue at a rate of 0.25% per annum during the 90-day period immediately
  following such first occurrence of a Registration Default and while any such
  Registration Default has occurred and is continuing, and shall increase by
  0.25% per annum at the end of each subsequent 90-day period up to a maximum
  of 1.00% per annum with respect to all Registration Defaults, until the date
  on which all of the filings, declarations of effectiveness and consummations
  referred to in the preceding sentence have been achieved, on which date the
  interest rate on the applicable New Notes and Exchange Notes will revert to
  the interest rate originally borne by such notes.

  
	
   

  	
   

  
	
   

  	
            (b)    The
  Company shall notify the Trustee immediately upon its knowledge of    the happening of each and every
  Registration Default.   The Company
  shall pay the    Additional Interest
  due on the New Notes or Exchange Notes, as the case may be, by    depositing with the Trustee (which shall
  not be the Company for these purposes), in trust,    for the benefit of the Holders entitled thereto, prior to
  11:00 a.m. on the next interest
  payment date specified in the Indenture, sums sufficient to pay the
  Additional Interest    then due.   The Additional Interest due shall be
  payable on each interest payment date
  specified by the Indenture to the record holders entitled to receive
  the interest payment to    be made on
  such date.

  
	
   

  	
   

  
	
   

  	
            (c)    The
  parties hereto agree that the Additional Interest provided for in this    Section 5 constitutes a
  reasonable estimate of the damages that will be suffered by    Holders of New Notes or Exchange Notes
  by reason of the happening of any Registration    Default.

  
	
   

  	
   

  
	
   

  	
            (d)    All
  of the Company’s obligations set forth in this Section 5 shall
  survive    the termination of this
  Agreement.

  
	
   

  	
   

  
	
   

  	
            (e)    Any
  Additional Interest under this Section 5 will constitute
  liquidated    damages and will be the
  exclusive remedy, monetary or otherwise, available to any    holder of New Notes with respect to any
  Registration Default.

  



          6.       Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2, 3, and 4 hereof and, in connection with any Shelf
Registration Statement, shall reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Dealer Managers for
fifty percent (50%) of the reasonable fees and disbursements of counsel acting
in connection therewith; provided, however, that such reimbursement to the
Dealer Managers shall not exceed an aggregate amount of $10,000. Anything
contained herein to the contrary notwithstanding, the Company shall not 


16







have any obligation whatsoever in respect of any
underwriters’ discounts or commissions, brokerage commissions, dealers’ selling
concessions, transfer taxes or, except as otherwise expressly set forth herein,
any other selling expenses incurred in connection with the underwriting,
offering or sale of New Notes or Exchange Notes by or on behalf of any person.


          7.       Indemnification and Contribution.


	
   

  	
   

  	
   

  
	
   

  	
            (a)    The
  Company agrees to indemnify and hold harmless each Holder of New Notes or
  Exchange Notes, as the case may be, covered by any Registration Statement
  (including each Dealer Manager and, with respect to any Prospectus delivery
  as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
  directors, officers, employees and agents of each such Holder and each person
  who controls any such Holder within the meaning of either the Act or the Exchange
  Act against any and all losses, claims, damages or liabilities, joint or
  several, to which any of the foregoing may become subject under the Act, the
  Exchange Act or other Federal or state statutory law or regulation, at common
  law or otherwise, insofar as such losses, claims, damages or liabilities (or
  actions in respect thereof) arise out of or are based upon any untrue
  statement or alleged untrue statement of a material fact contained in such
  Registration Statement as originally filed or in any amendment thereof, or in
  any preliminary Prospectus or the Prospectus, or in any amendment thereof or
  supplement thereto, or arise out of or are based upon the omission or alleged
  omission to state therein a material fact required to be stated therein or necessary
  to make the statements therein (in the case of a Prospectus, in the light of
  the circumstances under which they were made) not misleading, and agrees to
  reimburse each such indemnified party, as incurred, for any legal or other
  expenses reasonably incurred by it in connection with investigating or
  defending any such loss, claim, damage, liability or action; provided,
  however, that the Company will not be liable in any such case to the extent
  that any such loss, claim, damage or liability arises out of or is based upon
  any such untrue statement or alleged untrue statement or omission or alleged
  omission made therein in reliance upon and in conformity with written
  information furnished to the Company by or on behalf of any such Holder
  specifically for inclusion therein and provided, further, that with respect
  to any untrue statement or omission of a material fact made in any
  preliminary Prospectus, the indemnity agreement contained in this Section
  7(a) shall not inure to the benefit of any indemnified party under this
  indemnity agreement from whom the person asserting any such loss, claim,
  damage or liability purchased the New Notes or Exchange Notes concerned to
  the extent that any such loss, claim, damage or liability of such party
  occurs under the circumstance where (i) the Company had previously furnished
  copies of the Prospectus to such indemnified party in accordance with the
  terms hereof and prior to the written confirmation of the sale of such New
  Notes or Exchange Notes, as applicable, to such person, (ii) to the extent
  required by applicable law, a copy of the final Prospectus was not sent or
  given to such person at or prior to the written confirmation of the sale of
  such New Notes or Exchange Notes, as applicable, to such person and (iii)
  the untrue statement in or omission from the preliminary Prospectus was
  corrected in the final Prospectus. This indemnity agreement shall be in
  addition to any liability which the Company may otherwise have.

  



17







	
   

  	
   

  	
   

  
	
   

  	
  The Company also agrees to indemnify as provided in
  this Section 7(a) or contribute as provided in Section 7(d)
  hereof to Losses of each underwriter of New Notes, registered under a Shelf
  Registration Statement, their directors, officers, employees or agents and
  each person who controls such underwriter on substantially the same basis as
  that of the indemnification of the selling Holders provided in this Section
  7(a) and shall, if requested by any Holder, enter into an underwriting
  agreement reflecting such agreement, as provided in Section 4(q) hereof.

  
	
   

  	
   

  
	
   

  	
            (b)    Each
  Holder of securities covered by a Registration Statement (including    each Dealer Manager and, with respect to
  any Prospectus delivery as contemplated in
  Section 4(h) hereof, each Exchanging Dealer), severally and not
  jointly, agrees to    indemnify and
  hold harmless the Company, and each of its directors, officers,
  employees    and agents and each
  person who controls the Company within the meaning of either the    Act or the Exchange Act (each, a “Company
Indemnitee”), to the same extent
  as the    indemnity in Section 7(a)
  from the Company to each such Holder, but only with    reference to written information relating to such Holder
  furnished to the Company by or    on
  behalf of such Holder specifically for inclusion in the documents referred to
  in the    foregoing indemnity, and
  further agrees to reimburse each Company Indemnitee for any    legal or other expenses reasonably
  incurred by such Company Indemnitee in connection    with investigating or defending or preparing to defend
  against any such loss, claim,
  damage, liability, judgment or action as such expenses are
  incurred.   This indemnity    agreement shall be in addition to any
  liability which any such Holder may otherwise    have.

  
	
   

  	
   

  	
   

  
	
   

  	
            (c)    Promptly
  after receipt by an indemnified party under this Section 7 or    notice of the commencement of any
  action, such indemnified party shall, if a claim in   respect thereof is to be made against the indemnifying party
  under this Section, notify the   indemnifying
  party in writing of the commencement thereof; but the failure so to
  notify   the indemnifying party (i)
  will not relieve it from liability under paragraph (a) or (b)   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
  (ii) 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)
  or    (b) above.   The indemnifying party shall be entitled
  to appoint counsel of the
  indemnifying party’s choice at the indemnifying party’s expense to
  represent the    indemnified party in
  any action for which indemnification is sought (in which case the    indemnifying party shall not thereafter
  be responsible for the fees and expenses of any    separate counsel retained by the indemnified party or parties
  except as set forth below);
  provided, however, that such counsel shall be reasonably satisfactory
  to the indemnified    party.
  Notwithstanding the indemnifying party’s election to appoint counsel to
  represent    the indemnified party in
  an action, the indemnified party shall have the right to employ    separate counsel (including local
  counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
  if (i) the use of counsel    chosen by
  the indemnifying party to represent the indemnified party would present
  such    counsel with a conflict of
  interest; (ii) the actual or potential defendants in, or targets of,    any such action include both the
  indemnified party and the indemnifying party and the indemnified party shall have reasonably
  concluded that there may be legal defenses

  



18







	
   

  	
   

  
	
   

  	
  available to it and/or other indemnified parties
  which are different from or additional to those available to the indemnifying
  party; (iii) the indemnifying party shall not have employed counsel
  reasonably satisfactory to the indemnified party to represent the indemnified
  party within a reasonable time after notice of the institution of such
  action; or (iv) the indemnifying party shall authorize the indemnified party
  to employ separate counsel at the expense of the indemnifying party. An
  indemnifying party shall not, without the prior written consent of the
  indemnified parties (not to be unreasonably withheld), settle or compromise
  or consent to the entry of any judgment with respect to any pending or
  threatened claim, action, suit or proceeding in respect of which
  indemnification or contribution may be sought hereunder (whether or not the
  indemnified parties are actual or potential parties to such claim or action)
  unless such settlement, compromise or consent includes an unconditional
  release of each indemnified party from all liability arising out of such
  claim, action, suit or proceeding. An indemnifying party shall not be liable
  under this Section 7 to any indemnified party regarding any settlement
  or compromise or consent to the entry of judgment with respect to any pending
  or threatened claim, action, suit or proceeding in respect of which
  indemnification or contribution may be sought hereunder (whether or not the
  indemnified parties are actual or potential parties to such claim or action)
  unless such settlement, compromise or consent is consented to by such
  indemnifying party, which consent shall not be unreasonably withheld.

  
	
   

  	
   

  
	
   

  	
  
          (d)          
In the event that the indemnity provided in paragraph (a) or (b) of this Section
7 is unavailable to or insufficient to hold harmless an indemnified party
for any reason, then each applicable indemnifying party shall have an
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively “Losses”) to
which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from
the Initial Exchange Offer and the Registration Statement which resulted in
such Losses; provided, however, that in no case shall any Dealer Manager who
is a Holder of any New Note or Exchange Note be responsible, in the
aggregate, for any amount in excess of the Fee applicable to such New Note,
or in the case of an Exchange Note, applicable to the New Note that was
exchangeable into such Exchange Note, in connection with the Initial Exchange
Offer as set forth in the Dealer Manager Agreement, nor shall any underwriter
be responsible for any amount in excess of the underwriting discount or
commission applicable to the New Notes or Exchange Notes, as the case may be,
purchased by such underwriter under the Registration Statement which resulted
in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to (x) the aggregate
principal amount of Old Notes exchanged in the Initial Exchange Offer (before
deducting expenses), plus (y) the total amount of Additional Interest which
the Company was not required to pay as a result of registering the New Notes
or 

  



19








	
   

  	
   

  	
   

  
	
   

  	
  Exchange Notes covered by the Registration Statement
  which resulted in such Losses, minus (z) the aggregate amount of Fees paid by
  the Company in connection with the Initial Exchange Offer under the Dealer
  Manager Agreement. Benefits received by the Dealer Managers shall be deemed
  to be equal to the aggregate amount of Fees received by the Dealer Managers
  in connection with the Initial Exchange Offer under the Dealer Manager
  Agreement, and benefits received by any Holders shall be deemed to be equal
  to the value of receiving New Notes or Exchange Notes, as applicable,
  registered under the Act. Benefits received by any underwriter shall be
  deemed to be equal to the total underwriting discounts and commissions, as
  set forth on the cover page of the Prospectus forming a part of the
  Registration Statement which resulted in such Losses. Relative fault shall be
  determined by reference to, among other things, whether any untrue or any
  alleged untrue statement of a material fact or omission or alleged omission
  to state a material fact relates to information provided by the indemnifying
  party, on the one hand, or by the indemnified party, on the other hand, the intent
  of the parties and their relative knowledge, access to information and
  opportunity to correct or prevent such untrue statement or omission. The
  parties agree that it would not be just and equitable if contribution were
  determined by pro rata allocation (even if the Holders were treated as one
  entity for such purpose) or any other method of allocation which does not
  take account of the equitable considerations referred to above.
  Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
  misrepresentation (within the meaning of Section 11(f) of the Act) shall be
  entitled to contribution from any person who was not guilty of such
  fraudulent misrepresentation. For purposes of this Section, each person who
  controls a Holder within the meaning of either the Act or the Exchange Act
  and each director, officer, employee and agent of such Holder shall have the
  same rights to contribution as such Holder, and each person who controls the
  Company within the meaning of either the Act or the Exchange Act, each
  director, officer, employee and agent of the Company shall have the same
  rights to contribution as the Company, subject in each case to the applicable
  terms and conditions of this paragraph (d).

  
	
   

  	
   

  
	
   

  	
            (e)          The
  provisions of this Section 7 shall remain in full force and effect,
  regardless of any investigation made by or on behalf of any Holder or the
  Company or any of the officers, directors, employees, agents or controlling
  persons referred to in this Section 7, and shall survive the sale by a
  Holder of securities covered by a Registration Statement.

  
	
   

  	
   

  
	
   

  	
  8.

  	
   Underwritten
  Registrations.

  
	
   

  	
   

  	
   

  
	
   

  	
            (a)          If
  any of the New Notes covered by any Shelf Registration Statement are to be
  sold in an underwritten offering, the Managing Underwriters shall be selected
  by the Majority Holders, subject to the reasonable approval of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
            (b)          No
  Holder may participate in any underwritten offering pursuant to any Shelf
  Registration Statement, unless such Holder (i) agrees to sell such Holder’s
  New Notes on the basis reasonably provided in any underwriting arrangements
  approved by the persons entitled hereunder to approve such arrangements, and
  (ii) completes and executes all questionnaires, powers of attorney,
  indemnities, underwriting agreements

  



20







	
   

  	
   

  	
   

  
	
   

  	
  and other documents reasonably required under the
  terms of such underwriting arrangements.

  
	
   

  	
   

  
	
            9.          
  No Inconsistent Agreements.   The
  Company has not, as of the date hereof, entered into, nor shall it on or
  after the date hereof, enter into, any agreement with respect to any of its
  securities that is inconsistent with the rights granted to the Holders herein
  or that otherwise conflicts with the provisions hereof.

  
	
   

  
	
            10.         
  Amendments and Waivers.   The
  provisions of this Agreement, including the provisions of this sentence, 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 (or, after the
  consummation of any Registered Exchange Offer in accordance with Section 2
  hereof, the Holders of a majority in the aggregate principal amount of the
  Exchange Notes); provided that, with respect to any matter that directly or
  indirectly affects the rights of the Dealer Managers hereunder, the Company
  shall obtain the written consent of the Dealer Managers  against which such amendment,
  qualification, supplement, waiver or consent is to be effective.
  Notwithstanding the foregoing, a waiver or consent to departure from the
  provisions hereof with respect to a matter that relates exclusively to the
  rights of Holders whose securities are being sold pursuant to a Registration Statement
  and that does not directly or indirectly affect the rights of other Holders
  may alternatively be given by the Majority Holders of the New Notes or
  Exchange Notes, as the case may be, being sold rather than registered under
  such Registration Statement.

  
	
   

  
	
            11.        
  Notices. All notices and other
  communications provided for or permitted hereunder shall be made in writing
  by hand-delivery, first-class mail, telex, telecopier or air courier
  guaranteeing overnight delivery:

  
	
   

  	
   

  
	
   

  	
                  (a)          if
  to a Holder, at the most current address given by such Holder to the Company
  in accordance with the provisions of this Section 11, which address
  initially is, with respect to each Holder, the address of such Holder
  maintained by the Registrar under the Indenture, with a copy in like manner
  to you;

  
	
   

  	
   

  	
   

  
	
   

  	
                  (b)          if
  to you, initially at the address set forth in the Dealer Manager Agreement;
  and

  
	
   

  	
   

  	
   

  
	
   

  	
                  (c)          if
  to the Company, initially at the Company’s address set forth in the Dealer
  Manager Agreement.

  
	
   

  	
   

  	
   

  
	
  All such notices and communications shall be deemed
  to have been duly given when received.

  
	
   

  
	
  Each party hereto by notice to the other parties may
  designate additional or different addresses of such party for subsequent
  notices or communications.

  
	
   

  
	
            12.        
  Successors. This Agreement shall inure to the benefit of
  and be binding upon the successors and assigns of each of the parties,
  including, without the need for an express assignment or any consent by the
  Company thereto, subsequent Holders of New Notes and Exchange Notes.  The Company hereby agrees to extend the
  benefits of this Agreement to any Holder of New Notes and Exchange Notes.

  



21







	
   

  	
   

  	
   

  	
   

  
	
            13.           Counterparts.
  This Agreement may be signed in counterparts, each of which shall be deemed
  an original and all of which together shall constitute one and the same
  agreement.

  
	
   

  	
   

  
	
            14.           Headings.
  The headings used herein are for convenience only and shall
  not affect the construction hereof.

  
	
   

  	
   

  
	
            15.
            Applicable Law. This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of New York applicable to contracts made and to be performed in the
  State of New York.

  
	
   

  	
   

  
	
            16.
            Severability. In
  the event that any one or more of the provisions contained herein, or the
  application thereof in any circumstances, is held invalid, illegal or
  unenforceable in any respect for any reason, the validity, legality and enforceability
  of any such provision in every other respect and of the remaining provisions
  hereof shall not be in any way impaired or affected thereby, it being
  intended that all of the rights and privileges of the parties shall be
  enforceable to the fullest extent permitted by law.

  
	
   

  	
   

  
	
            17.
            Securities Held
  by the Company, etc. Whenever the consent or approval of Holders of a
  specified percentage of principal amount of New Notes or Exchange Notes is
  required hereunder, New Notes or Exchange Notes, as applicable, held by the
  Company or any of its Affiliates shall not be counted in determining whether
  such consent or approval was given by the Holders of such required
  percentage.

  
	
   

  	
   

  
	
            18.
            Termination. This
  Agreement and the obligations of the parties hereunder shall terminate upon
  the expiration of the Shelf Registration Period, except for any liabilities
  or obligations under Sections 2(e), 6 and 7 hereof and the obligations
  to make payments of and provide for additional interest under Section 5
  hereof to the extent such damages accrue prior to the end of the Shelf
  Registration Period, each of which shall remain in effect in accordance with
  its terms.

  
	
   

  	
   

  
	
            19.
            Miscellaneous. This
  Agreement contains the entire agreement between the parties relating to the
  subject matter hereof and supersedes all oral statements and prior writings
  with respect thereto. If any term, provision, covenant or restriction
  contained in this Agreement is held by a court of competent jurisdiction to
  be invalid, void or unenforceable or against public policy, the remainder of
  the terms, provisions, covenants and restrictions contained herein shall
  remain in full force and effect and shall in no way be affected, impaired or
  invalidated. The Company and the Holders shall endeavor in good
  faith negotiations to replace the invalid, void or unenforceable provisions
  with valid provisions the economic effect of which comes as close as possible
  to that of the invalid, void or unenforceable provisions.

  



22







          If
the foregoing is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among the Company and the
Dealer Managers.


	
   

  	
   

  	
   

  
	   

  	
  Very truly yours, 

  
	    

  	
   

  
	   

  	
  ArvinMeritor, Inc.

  
	   

  	
   

  
	   

  	
  By

  	
 
  
	   

  	
   

  	
  

  
	   

  	
   

  	
  Name:

  
	   

  	
   

  	
  Title:

  



CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES INC.

UBS SECURITIES LLC.


	
   

  	
   

  	
   

  
	
  BY:

  	
  CITIGROUP GLOBAL MARKETS INC.

  
	
   

  	
   

  
	
  By

  	
   


  	
   

  
	
   

  	
  


  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



[Signature Page to
Registration Rights Agreement]









ANNEX
A


          Each
Broker-Dealer that receives Exchange Notes for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Broker-Dealer
will not be deemed to admit that it is an “underwriter” within the meaning of
the Act. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a Broker-Dealer in connection with resales of Exchange
Notes received in exchange for New Notes where such New Notes were acquired by
such Broker-Dealer as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) and ending on the close of business 180 days after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer
for use in connection with any such resale. See “Plan of Distribution.”


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ANNEX B


          Each
Broker-Dealer that receives Exchange Notes for its own account in exchange for
New Notes, where such New Notes were acquired by such Broker-Dealer as a result
of market-making activities or other trading activities, must acknowledge that
it will deliver a prospectus in connection with any resale of such Exchange
Notes. See “Plan of Distribution.”


B-1






ANNEX C 


PLAN OF DISTRIBUTION


          Each
Broker-Dealer that receives Exchange Notes for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus
(the “Prospectus”) in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Exchange Notes received in
exchange for New Notes where such New Notes were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale. 


          The
Company will not receive any proceeds from any sale of Exchange Notes by
Broker-Dealers. Exchange Notes received by Broker-Dealers for their own account
pursuant to the Registered Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such Exchange Notes. Any
Broker-Dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
“underwriter” within the meaning of the Act and any profit of any such resale
of Exchange Notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an “underwriter” within the meaning of the Act.


          For
a period of 180 days after the Expiration Date, the Company shall promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Broker-Dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the
Registered Exchange Offer other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the New Notes (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.


          [If
applicable, add information required by Items 507 and 508 of Regulation S-K.]


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ANNEX
D 


Rider A


	
   

  	
   

  
	
  o

  	
  CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS
  NOTES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
  WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
  AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF
  EXCHANGE NOTES RECEIVED IN EXCHANGE FOR SUCH NEW NOTES.

  






	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  


  



	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  


  



Rider B


If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the Exchange Notes in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and it has no arrangements or understandings with any person to
participate in a distribution of the Exchange Notes. If the undersigned is a
Broker-Dealer that will receive Exchange Notes for its own account in exchange
for New Notes, it represents that the New Notes to be exchanged for Exchange
Notes were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an “underwriter” within the meaning of the Act.


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