exv4w3







Exhibit 4.3




EXECUTION COPY





 





 





WARRANT AND UNIT AGREEMENT




Dated as of August 4, 2009




between




COMMERCIAL VEHICLE GROUP, INC.,




and




U.S. BANK NATIONAL ASSOCIATION,




as Unit Agent and Warrant Agent





 





 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS; APPOINTMENT OF UNIT AGENT;
	 	 	 	 
	APPOINTMENT OF WARRANT AGENT
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Certain Definitions
	 	 	1	 
	Section 1.2 Appointment of Unit Agent
	 	 	5	 
	Section 1.3 Appointment of Warrant Agent
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II ISSUANCE OF UNITS; UNIT CERTIFICATES
	 	 	5	 
	 
	 	 	 	 
	Section 2.1 Issuance of Units
	 	 	5	 
	Section 2.2 Form of Unit Certificates
	 	 	5	 
	Section 2.3 Execution of Unit Certificate
	 	 	7	 
	Section 2.4 Unit Registrar
	 	 	7	 
	Section 2.5 List of Holders
	 	 	8	 
	Section 2.6 Book-Entry Provisions for Global Units
	 	 	8	 
	Section 2.7 Transfer and Exchange
	 	 	8	 
	Section 2.8 Replacement Units
	 	 	15	 
	Section 2.9 Temporary Units
	 	 	15	 
	Section 2.10 Cancellation of Units
	 	 	16	 
	 
	 	 	 	 
	ARTICLE III ISSUANCE OF WARRANTS; WARRANT CERTIFICATES
	 	 	16	 
	 
	 	 	 	 
	Section 3.1 Issuance of Warrants
	 	 	16	 
	Section 3.2 Form of Warrant Certificates
	 	 	16	 
	Section 3.3 Execution of Warrant Certificate
	 	 	18	 
	Section 3.4 Warrant Registrar
	 	 	18	 
	Section 3.5 List of Holders
	 	 	18	 
	Section 3.6 Book-Entry Provisions for Global Warrants
	 	 	19	 
	Section 3.7 Transfer and Exchange
	 	 	19	 
	Section 3.8 Replacement Warrants
	 	 	26	 
	Section 3.9 Temporary Warrants
	 	 	26	 
	Section 3.10 Cancellation of Warrants
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IV SEPARATION OF WARRANTS; EXERCISE OF WARRANTS
	 	 	27	 
	 
	 	 	 	 
	Section 4.1 Separation of Warrants
	 	 	27	 
	Section 4.2 Exercise of Warrants
	 	 	27	 
	 
	 	 	 	 
	ARTICLE V PIGGY-BACK REGISTRATION RIGHTS
	 	 	28	 
	 
	 	 	 	 
	Section 5.1 Registration Procedures
	 	 	28	 
	Section 5.2 Limitations, Conditions and Qualifications to Obligations under
Registration Covenants
	 	 	31	 
	Section 5.3 Piggy-Back Registration of Registrable Securities
	 	 	31	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 5.4 Priority in Piggy-Back Registration
	 	 	32	 
	Section 5.5 Registration Expenses
	 	 	32	 
	Section 5.6 Indemnification
	 	 	33	 
	 
	 	 	 	 
	ARTICLE VI PAYMENT OF TAXES
	 	 	35	 
	 
	 	 	 	 
	Section 6.1 Payment of Taxes
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VII RESERVATION OF WARRANT SHARES; REGISTRATION OF WARRANT SHARES
	 	 	35	 
	 
	 	 	 	 
	Section 7.1 Reservation of Warrant Shares
	 	 	35	 
	Section 7.2 Registration of Warrant Shares
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VIII ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE
	 	 	36	 
	 
	 	 	 	 
	Section 8.1 Adjustment for Change in Shares of Common Stock
	 	 	36	 
	Section 8.2 Distributions
	 	 	37	 
	Section 8.3 Adjustment for Common Stock Issuance
	 	 	37	 
	Section 8.4 Issuance of Rights or Options
	 	 	38	 
	Section 8.5 Fundamental Transaction; Liquidation
	 	 	38	 
	Section 8.6 Superseding Adjustment
	 	 	39	 
	Section 8.7 Minimum Adjustment
	 	 	39	 
	Section 8.8 Limitation on Adjustments
	 	 	40	 
	Section 8.9 Form of Warrants
	 	 	40	 
	Section 8.10 Calculation of Consideration
	 	 	40	 
	 
	 	 	 	 
	ARTICLE IX FRACTIONAL SHARES
	 	 	41	 
	 
	 	 	 	 
	Section 9.1 Fractional Shares
	 	 	41	 
	 
	 	 	 	 
	ARTICLE X NOTICES TO WARRANT HOLDERS
	 	 	41	 
	 
	 	 	 	 
	Section 10.1 Notices to Warrant Holders
	 	 	41	 
	 
	 	 	 	 
	ARTICLE XI AGENTS
	 	 	42	 
	 
	 	 	 	 
	Section 11.1 Agents
	 	 	42	 
	Section 11.2 Merger, Consolidation or Change of Name of Agent
	 	 	45	 
	Section 11.3 Change of Agent
	 	 	45	 
	 
	 	 	 	 
	ARTICLE XII REPORTS
	 	 	46	 
	 
	 	 	 	 
	Section 12.1 Reports
	 	 	46	 
	 
	 	 	 	 
	ARTICLE XIII CUSIP NUMBERS
	 	 	46	 
	 
	 	 	 	 
	Section 13.1 CUSIP Numbers
	 	 	46	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE XIV MISCELLANEOUS
	 	 	47	 
	 
	 	 	 	 
	Section 14.1 Notices to Company and Agent
	 	 	47	 
	Section 14.2 Supplements and Amendments
	 	 	48	 
	Section 14.3 Successors
	 	 	48	 
	Section 14.4 Termination
	 	 	48	 
	Section 14.5 Governing Law
	 	 	48	 
	Section 14.6 Benefits of This Agreement
	 	 	48	 
	Section 14.7 Counterparts
	 	 	49	 






iii









 





     This WARRANT AND UNIT AGREEMENT, dated as of August 4, 2009 (this “Agreement”),
between Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), and U.S.
Bank National Association, as unit agent (in such capacity, the “Unit Agent”) and as
warrant agent (in such capacity, the “Warrant Agent”).



     WHEREAS, the Company proposes to issue 745,000 warrants (the “Warrants”) to purchase
common stock of the Company (the Common Stock (as defined below) issuable upon exercise of the
Warrants being referred to herein as the “Warrant Shares”), each Warrant initially
representing the right to purchase one (1) Warrant Share, in connection with the issuance of 42,124
units, each of which consists of (i) $1,000 principal amount of the Third Lien Senior Secured Notes
due 2013 (the “Third Lien Notes”) of the Company and (ii) 17.68588 Warrants (clause (i) and
(ii), collectively a “Unit”);



     WHEREAS, the Company desires the Unit Agent to act on behalf of the Company, and the Unit
Agent is willing so to act in connection with the issuance of Unit Certificates (as defined below)
and other matters as provided herein;



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act in connection with the issuance of Warrant Certificates (as
defined below) and other matters as provided herein;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS; APPOINTMENT OF UNIT AGENT; APPOINTMENT OF WARRANT AGENT




Section 1.1 Certain Definitions.




     As used in this Agreement, the following terms shall have the respective meanings set forth
below in this Section 1.1. Capitalized terms used herein and not defined herein shall have
the respective meanings ascribed to such terms in the Third Lien Notes Indenture (as defined below)
as in effect on the date hereof.



     “Affiliate” of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition, “control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Agent” means the Unit Agent or the Warrant Agent, or both, as applicable.



     “Agent Members” means members of, or participants in, The Depository Trust Company.



     “Applicable Procedures” means, means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and procedures of the
Depository for such Security, in each case to the extent applicable to such transaction and as in
effect from time to time.



     “Business Day” means any day other than a Legal Holiday.



 









 





     “Closing Date” means the date hereof.



     “Commission” means the United States Securities and Exchange Commission.



     “Common Stock” means shares now or hereafter authorized of any class of common stock
of the Company that has the right to vote on all matters submitted to a vote of shareholders and,
subject to preferences that may apply to shares of preferred stock outstanding at the time, is
entitled to receive dividends and distributions out of assets legally available at the times and in
the amounts as the board of directors of the Company may from time to time determine.



     “Custodian” means, as applicable, the custodian with respect to a Global Unit (as
appointed by the Depository), or any successor Person thereto and shall initially be the Unit
Agent, or the custodian with respect to a Global Warrant (as appointed by the Depository), or any
successor Person thereto and shall initially be the Warrant Agent.



     “Definitive Unit” means a certificated Unit bearing, if required, the appropriate
restricted securities legend set forth in Section 2.7(e).



     “Definitive Warrant” means a certificated Warrant bearing, if required, the
appropriate restricted securities legend set forth in Section 3.7(e).



     “Depository” means The Depository Trust Company, its nominees and their respective
successors, and a successor designated as Depository by the Company, which must be a clearing
agency registered under the Exchange Act.



     “Event of Default” has the meaning set forth in Section 6.01 of the Third Lien Notes
Indenture.



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.



     “Exchange Agreement” means that certain Exchange Agreement, dated as of August 4,
2009, by and among the Company, certain of its subsidiaries and certain holders of the Company’s 8%
Senior Notes due 2013.



     “Exercise Price” means $0.35 per Warrant, as adjusted as herein provided.



     “Expiration Date” has the meaning set forth in Section 4.2(a) hereof.



     “Fair Market Value” per share of Common Stock as of any date shall equal (A) the
reported closing price (last sale price) of the Common Stock on the principal stock exchange on
which the Common Stock is listed, or (B) if the Common Stock is not listed on a stock exchange, the
reported closing price of the Common Stock on the principal automated securities price quotation
system on which sale prices of the Common Stock are reported, or (C) if the Common Stock is not
listed on a stock exchange and sale prices of the Common Stock are not reported on an automated
quotation system, the fair market value of a share of Common Stock on such date as determined in
good faith by the board of directors of the Company.



     “Fundamental Transaction” has the meaning set forth in Section 8.5(a) hereof.



     “Global Unit” has the meaning set forth in Section 2.2 hereof.



- 2 -









 





     “Global Warrant” has the meaning set forth in Section 3.2 hereof.



     “Holder” means a Person or Persons in whose name a Warrant or Unit is registered and
set forth in the register of Warrants or Units, or both, as the case may be from time to time.



     “Holders’ Counsel” has the meaning set forth in Section 5.1(a) hereof.



     “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2),
(3) and (7) of Regulation D under the Securities Act.



     “IAI Global Unit” has the meaning set forth in Section 2.2 hereof.



     “IAI Global Warrant” has the meaning set forth in Section 3.2 hereof.



     “Indemnified Party” has the meaning set forth in Section 5.6 hereof.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in
New York, New York, in the city in which the corporate trust office of the Warrant Agent is located
or at such place of payment are not required to be open. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday.



     “Officer” means the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President, the Treasurer or the Secretary or any Assistant Secretary of the
Company.



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Prospectus” means the prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, with respect to the terms of the offering of any
portion of the Registrable Securities covered by such Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such prospectus.



     “Public Equity Offering” means an underwritten offering of Common Stock pursuant to a
Registration Statement that has been declared effective by the SEC pursuant to the Securities Act
(other than a registration statement on Form S-4 or Form S-8, or any successor form, or otherwise
relating to equity securities issuable under any employee benefit plan of the Company).



     “Qualified Institutional Buyer” or “QIB” has the meaning assigned to such term
in Rule 144A of the Securities Act.



     “Registrable Securities” means (i) the Warrant Shares (whether or not the related
Warrants have been exercised) and (ii) any other securities issued or issuable with respect to the
Warrants or the Warrant Shares by way of stock dividend or stock split or in connection with a
combination of shares of common stock, recapitalization, merger, consolidation or other
reorganization, including, without limitation, a conversion by the Company into a limited liability
company, or otherwise. As to any particular Registrable Securities, such securities shall cease to
be Registrable Securities when:
(a) a Registration Statement with respect to the offering of such securities by the holder
thereof shall have been declared effective under the Securities Act and such securities shall have
been disposed of



- 3 -









 




by such holder pursuant to such Registration Statement; (b) such securities have
been sold to the public or the entire amount of such securities held by a Holder is eligible for
sale to the public pursuant to Rule 144, without regard to manner of sale or volume limitations of
Rule 144; (c) such securities shall have been otherwise transferred by the holder thereof and new
certificates for such securities not bearing a legend restricting further transfer shall have been
delivered by the Company or its transfer agent; or (d) such securities (including, without
limitation, the Warrant Shares following the issuance thereof) shall have ceased to be outstanding.




     “Registration Statement” means any registration statement of the Company in connection
with a Piggy-Back Registration as set forth in Section 5.3 hereof, including the Prospectus
included therein, all amendments and supplements thereto (including post-effective amendments) and
all exhibits and all material incorporated by reference therein.



     “Regulation S” means Regulation S promulgated under the Securities Act.



     “Regulation S Global Unit” has the meaning set forth in Section 2.2 hereof.



     “Regulation S Global Warrant” has the meaning set forth in Section 3.2 hereof.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act.



     “Rule 144A Global Unit” has the meaning set forth in Section 2.2 hereof.



     “Rule 144A Global Warrant” has the meaning set forth in Section 3.2 hereof.



     “Rule 903” means Rule 903 of Regulation S promulgated under the Securities Act.



     “Rule 904” means Rule 904 of Regulation S promulgated under the Securities Act.



     “Securities Act” means the U.S. Securities Act of 1933, as amended.



     “SEC” means the Securities and Exchange Commission.



     “Separation Date” has the meaning set forth in Section 4.1 hereof.



     “Third Lien Notes Indenture” means the indenture, dated as of August 4, 2009, by and
among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee and
as collateral agent, relating to the Third Lien Notes.



     “Transfer Agent” has the meaning set forth in Section 7.2 hereof.



     “Trustee” means U.S. Bank National Association, as trustee under the Third Lien Notes
Indenture.



     “Unit” has the meaning set forth in the first preamble above until the Separation
Date.



     “Unit Agent” has the meaning set forth in the preamble above.



- 4 -









 





     “Unit Certificate” means a certificate substantially in the form of Exhibit A
hereto, representing the number of Units set forth therein.



     “Unit Countersignature Order” has the meaning set forth in Section 2.3 hereof.



     “Unit Registrar” has the meaning set forth in Section 2.4 hereof.



     “Warrant Agent” has the meaning set forth in the preamble above.



     “Warrant Certificate” means a certificate substantially in the form of Exhibit
E hereto, representing the number of Warrants set forth therein.



     “Warrant Countersignature Order” has the meaning set forth in Section 3.3
hereof.



     “Warrant Registrar” has the meaning set forth in Section 3.4 hereof.



Section 1.2 Appointment of Unit Agent.




     The Company hereby appoints the Unit Agent to act as unit agent for the Company in accordance
with the instructions set forth hereinafter in this Agreement, and the Unit Agent hereby accepts
such appointment pursuant to the terms and conditions of this Agreement.



Section 1.3 Appointment of Warrant Agent.




     The Company hereby appoints the Warrant Agent to act as warrant agent for the Company in
accordance with the instructions set forth hereinafter in this Agreement, and the Warrant Agent
hereby accepts such appointment pursuant to the terms and conditions of this Agreement.



ARTICLE II

ISSUANCE OF UNITS; UNIT CERTIFICATES




Section 2.1 Issuance of Units.




     Book-entry interests representing the Third Lien Notes and the Warrants will be issued on the
Closing Date and will initially be represented by Units. The book-entry interests representing the
Third Lien Notes and the Warrants will not be separately transferable until the Separation Date, as
provided in ARTICLE III hereof.



Section 2.2 Form of Unit Certificates.




     The Unit Certificates will be issued in global form substantially in the form of Exhibit
A hereto. The Unit Certificates may have notations, legends or endorsements required by law,
stock exchange rule or usage; provided, that any such notations, legends or endorsements are in a
form acceptable to the Company. Each Unit Certificate shall be dated the date of its issuance and
shall show the date of its countersignature.



     The terms and provisions contained in the Units, annexed hereto as Exhibit A, shall
constitute, and are hereby expressly made, a part of this Agreement. The Company, the Holders of
the Units and the Unit Agent, by their execution and delivery of this Agreement (or their
acceptance of Units transferred to them), expressly agree to such terms and provisions and to be
bound thereby.



- 5 -









 




However, to the extent any provision of any Unit conflicts with the express
provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.




     The Units will be issued by the Company in reliance on Section 4(2) of the Securities Act.
Units may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on
Regulation S, subject to the restrictions on transfer set forth herein. Units resold pursuant to
Rule 144A shall be issued initially in the form of a permanent global Unit in fully registered form
(the “Rule 144A Global Unit”); Units resold to IAIs shall be issued in the form of a
permanent global Unit in fully registered form (the “IAI Global Unit”); and Units resold
pursuant to Regulation S shall be issued in the form of a permanent global Unit in fully registered
form (the “Regulation S Global Unit”), in each case with the global securities legend and
the applicable restricted securities legend set forth in Exhibit A hereto, which shall be
deposited on behalf of the purchasers of the Units represented thereby with the Custodian and
registered in the name of the Depository or a nominee of the Depository, duly executed by the
Company and countersigned by the Unit Agent as provided in this Agreement. Beneficial ownership
interests in the Regulation S Global Unit may be exchanged for interests in a Rule 144A Global Unit
or an IAI Global Unit only upon (i) certification in form reasonably satisfactory to the Unit Agent
that beneficial ownership interests in such Regulation S Global Unit are owned either by non-U.S.
Persons or U.S. Persons who purchased such interests in a transaction that did not require
registration under the Securities Act and (ii) the certifications set forth below with respect to
exchanges for interests in Rule 144A Global Units or IAI Global Units, as applicable.



     Beneficial interests in Regulation S Global Units or IAI Global Units may be exchanged for
interests in Rule 144A Global Units if (1) such exchange occurs in connection with a transfer of
Units in compliance with Rule 144A and (2) the transferor of the beneficial interest in the
Regulation S Global Unit or the IAI Global Unit, as applicable, first delivers to the Unit Agent a
written certificate (in a form reasonably satisfactory to the Unit Agent) to the effect that the
beneficial interest in the Regulation S Global Unit or the IAI Global Unit, as applicable, is being
transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for
its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and
(c) in accordance with all applicable securities laws of the States of the United States and other
jurisdictions.



     Beneficial interests in Regulation S Global Units and Rule 144A Global Units may be exchanged
for an interest in IAI Global Units if (1) such exchange occurs in connection with a transfer of
the securities in compliance with an exemption under the Securities Act and (2) the transferor of
the Regulation S Global Unit or Rule 144A Global Unit, as applicable, first delivers to the Unit
Agent a written certificate (substantially in the form of Exhibit B and Exhibit D
hereto) to the effect that (A) the Regulation S Global Unit or Rule 144A Global Unit, as
applicable, is being transferred (a) to an “accredited investor” within the meaning of 501 (a)(1),
(2), (3) or (7) under the
Securities Act that is an institutional investor acquiring the securities for its own account
or for the account of such an institutional accredited investor, in each case in a minimum
principal amount of the securities of $250,000, for investment purposes and not with a view to or
for offer or sale in connection with any distribution in violation of the Securities Act and (B) in
accordance with all applicable securities laws of the States of the United States and other
jurisdictions.



     Beneficial interests in a Rule 144A Global Unit or an IAI Global Unit may be transferred to a
Person who takes delivery in the form of an interest in a Regulation S Global Unit, only if the
transferor first delivers to the Unit Agent a written certificate (substantially in the form of
Exhibit B 



- 6 -









 




and Exhibit C hereto) to the effect that such transfer is being made in
accordance with Rule 904 of Regulation S or Rule 144 (if applicable).




     The Rule 144A Global Unit, the IAI Global Unit and the Regulation S Global Unit are
collectively referred to herein as “Global Units”. The aggregate principal amount of the
Global Units may from time to time be increased or decreased by adjustments made on the records of
the Unit Agent and the Depository or its nominee as hereinafter provided.



     Until the separation of the Third Lien Notes and the Warrants, any transfer of any Units,
whether in global or definitive form, or any beneficial interests therein, shall be subject to
compliance with the Third Lien Notes Indenture as relates to the Third Lien Notes and Section
3.7 of this Agreement as such section relates to the Warrants.



Section 2.3 Execution of Unit Certificate.




     An Officer shall sign the Unit Certificates on behalf of the Company by manual or facsimile
signature. If the Officer whose signature is on a Unit Certificate no longer holds that office at
the time a Unit is countersigned, the Unit shall nevertheless be valid. A Unit Certificate shall
not be valid until countersigned by the manual signature of the Unit Agent. The signature shall be
conclusive evidence that the Unit Certificate has been properly issued under this Agreement.



     The Unit Agent shall, upon a written order of the Company, in the form of Exhibit I
hereto, signed by an Officer (a “Unit Countersignature Order”), countersign one or more
Unit Certificates representing 42,124 Units and deliver such Unit Certificates upon the written
request and direction of the Company.



     The Unit Agent may appoint an agent acceptable to the Company to countersign Unit
Certificates. Such an agent may countersign Unit Certificates whenever the Unit Agent may do so.
Each reference in this Agreement to a countersignature by the Unit Agent includes a
countersignature by such agent. Such an agent has the same rights as the Unit Agent to deal with
the Company or an Affiliate of the Company, and such agent shall be a third-party beneficiary of
this Agreement.



Section 2.4 Unit Registrar.




     The Company shall maintain an office or agency where (i) Global Units may be presented or
surrendered for registration of transfer or for exchange (“Unit Registrar”) and (ii)
notices and demands
in respect of such Global Units and this Agreement may be served. In the event that
Definitive Units are issued, (x) Definitive Units may be presented or surrendered for registration
of transfer or for exchange and (y) notices and demands in respect of the Definitive Units and this
Agreement may be served at an office of the Unit Registrar. The Unit Registrar shall keep a
register of the Units and of their transfer and exchange. The Company, upon notice to the Unit
Agent, may have one or more co- Unit Registrars reasonably acceptable to the Unit Agent. The term
“Unit Registrar” includes any co- Unit Registrar. The Company may change any Registrar without
notice to any Holder. In the case of a transfer of a Definitive Unit in part, upon surrender of
the Definitive Unit to be transferred, a Definitive Unit shall be issued to the transferee in
respect of the aggregate number of Units transferred and a Definitive Unit shall be issued to the
transferor in respect of the aggregate balance of Units that remain outstanding after the transfer
at the office of any transfer agent.
The Company initially appoints The Depository Trust Company
to act as Depository with respect to the Global Units. The



- 7 -









 




Company initially appoints the Unit
Agent to act as the Unit Registrar and to act as custodian with respect to the Global Units.




Section 2.5 List of Holders.




     The Unit Agent shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Holders. If the Unit Agent is not the
Registrar, the Company shall furnish to the Unit Agent before each Record Date (as defined in the
Third Lien Notes Indenture) and at such other times as the Unit Agent may request in writing a list
as of such date and in such form as the Unit Agent may reasonably require of the names and
addresses of Holders, which list may be conclusively relied upon by the Unit Agent.



Section 2.6 Book-Entry Provisions for Global Units.




     The Global Units initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, (ii) be delivered to the Unit Agent as custodian for such Depository
and (iii) bear legends substantially in the form as set forth in Section 2.7(e).



     Agent Members shall have no rights under this Agreement with respect to any Global Unit held
on their behalf by the Depository or by the Unit Agent as the custodian of the Depository or under
such Global Unit, and the Company, the Unit Agent and any agent of the Company or the Unit Agent
shall be entitled to treat the Depository as the absolute owner of such Global Unit for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Unit Agent or any agent of the Company or the Unit Agent from giving effect to any written
certification, proxy or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices of such Depository governing
the exercise of the rights of a holder of a beneficial interest in any Global Unit.



     Except as provided in Section 2.7(h), owners of beneficial interests in Global Units
will not be entitled to receive physical delivery of Definitive Units.



     Subject to the provisions of Section 2.7 hereof, the registered Holder of a Global
Unit shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members
and
Persons that may hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Agreement or the Units, and the Unit Agent is entitled to rely upon any
electronic instructions from beneficial owners to the Holder of any Global Unit.



Section 2.7 Transfer and Exchange.




     (a) Transfer and Exchange of Definitive Units. Except as provided in Section
2.7(h), owners of beneficial interests in Global Units will not be entitled to receive physical
delivery of Definitive Units. When Definitive Units are presented to the Unit Registrar with a
request:




	 	(x)	 	to register the transfer of such Definitive Units; or
	 
	 	(y)	 	to exchange such Definitive Units for an equal principal amount
of Definitive Units of other authorized denominations,




- 8 -









 










the Unit Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive
Units surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Unit Registrar, duly executed by the Holder
thereof or its attorney duly authorized in writing; and




     (ii) if such Definitive Units are required to bear a restricted securities legend, they
are being transferred or exchanged pursuant to an effective registration statement under the
Securities Act, pursuant to Section 2.7(b) or pursuant to clause (A), (B) or (C)
below, and are accompanied by the following additional information and documents, as
applicable:




     (A) if such Definitive Units are being delivered to the Unit Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




     (B) if such Definitive Units are being transferred to the Company, a
certification to that effect; or




     (C) if such Definitive Units are being transferred (x) pursuant to an exemption
from registration in accordance with Rule 144A, Regulation S or Rule 144 under the
Securities Act; or (y) in reliance upon another exemption from the requirements of
the Securities Act: (i) a certification to that effect (in the form of Exhibit
B to this Agreement) and (ii) if the Company so requests, an opinion of counsel
or other evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in the legend set forth in Section 2.7(e)(i).



     (b) Restrictions on Transfer of a Definitive Unit for a Beneficial Interest in a Global
Unit. A Definitive Unit may not be exchanged for a beneficial interest in a Rule 144A Global
Unit, an IAI Global Unit or a Regulation S Global Unit except upon satisfaction of the requirements
set forth below. Upon receipt by the Unit Agent of a Definitive Unit, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Unit Agent, together with:




     (i) certification, in the form of Exhibit B to this Agreement, that such
Definitive Unit is either (A) being transferred to a QIB in accordance with Rule 144A, (B)
being transferred to an IAI or (C) being transferred in an offshore transaction in
accordance with Rule 904 of Regulation S; and




     (ii) written instructions directing the Unit Agent to make, or to direct the Custodian
to make, an adjustment on its books and records with respect to such Rule 144A Global Unit
(in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Unit (in the case of a
transfer pursuant to clause (b)(1)(B)) or Regulation S Global Unit (in the case of a
transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal
amount of the Units represented by the Rule 144A Global Unit, IAI Global Unit or Regulation
S Global Unit, as applicable, such instructions to contain information regarding the
Depository account to be credited with such increase,



- 9 -









 




then the Unit Agent shall cancel such Definitive Unit and cause, or direct the Custodian to cause,
in accordance with the standing instructions and procedures existing between the Depository and the
Custodian, the aggregate principal amount of Units represented by the Rule 144A Global Unit, IAI
Global Unit or Regulation S Global Unit, as applicable, to be increased by the aggregate principal
amount of the Definitive Unit to be exchanged and shall credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Rule 144A Global
Unit, IAI Global Unit or Regulation S Global Unit, as applicable, equal to the principal amount of
the Definitive Unit so canceled. If no Rule 144A Global Unit, IAI Global Unit or Regulation S
Global Unit, as applicable, are then outstanding, the Company shall issue and the Unit Agent shall
countersign, upon receipt of a Unit Countersignature Order, a new Rule 144A Global Unit, IAI Global
Unit or Regulation S Global Unit, as applicable, in the appropriate principal amount.




     (c) Transfer and Exchange of Global Units.




     (i) The transfer and exchange of Units or beneficial interests therein shall be
effected through the Depository, in accordance with this Agreement (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Unit shall deliver to the Unit
Registrar a written order given in accordance with the Depository’s procedures containing
information regarding the participant account of the Depository to be credited with a
beneficial interest in the Global Unit. The Registrar shall, in accordance with such
instructions instruct the Depository to credit to the account of the Person specified in
such instructions a beneficial interest in the Global Unit and to debit the account of the
Person making the transfer the beneficial interest in the Global Unit being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Unit
to a beneficial interest in another Global Unit, the Unit Registrar shall reflect on its
books and records the date and an increase in the principal amount of the Global Unit to
which such interest is being transferred in an amount equal to the principal amount of the
interest to be so transferred, and the Unit Registrar shall reflect on its books and records
the date and a corresponding decrease in the principal amount of the Global Unit from which
such interest is being transferred.




     (iii) Notwithstanding any other provisions of this ARTICLE II (other than the
provisions set forth in Section 2.7(h)), a Global Unit may not be transferred as a
whole except
by the Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.




     (iv) In the event that a Global Unit is exchanged for Definitive Units pursuant to
Section 2.7(h), such Units may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of this Section 2.7 (including
the certification requirements set forth on Exhibit B to this Agreement intended to
ensure that such transfers comply with Rule 144A, Regulation S or another applicable
exemption under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company.



     (d) [RESERVED].



- 10 -









 





     (e) Legend.




     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each
certificate evidencing the Global Units (and all Units issued in exchange therefor or in
substitution thereof) shall bear a legend in substantially the following form (the
“Restricted Unit Legend”):




THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR
WHICH IT IS ACTING, (A)(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT), (II) IS A NON-U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (III) IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT AND (B) THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, IF APPLICABLE; AND (2)
AGREES FOR THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE, AS DEFINED BELOW, (A) THIS SECURITY MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE UNIT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE
OBTAINED FROM THE
UNIT AGENT) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



- 11 -









 




THE RESALE
RESTRICTION TERMINATION DATE WILL BE THE DATE: (1) THAT IS AT LEAST ONE YEAR AFTER
THE ISSUE DATE; AND (2) ON WHICH THE COMPANY INSTRUCTS THE TRUSTEE THAT THIS
RESTRICTED UNIT LEGEND SHALL BE DEEMED REMOVED FROM THIS SECURITY, IN ACCORDANCE
WITH THE PROCEDURES DESCRIBED IN THE INDENTURE RELATING TO THIS SECURITY. PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH PARAGRAPH 2(A)(V) ABOVE , THE
COMPANY AND THE UNIT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER
TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




     (ii) Upon any sale, transfer or exchange of a restricted Unit (including any restricted
Unit represented by a Global Unit) pursuant to Rule 144 under the Securities Act, the Unit
Registrar shall permit the transferee thereof to exchange such restricted Unit for a Unit
that does not bear the legend set forth above and rescind any restriction on the transfer of
such restricted Unit, or, in the case of a restricted Unit represented by a Global Unit,
upon surrender of such restricted Unit by the Holder thereof, reduce the principal amount of
such Global Unit by the principal amount of such restricted Unit and increase the principal
amount of a Global Unit without the Restricted Unit Legend by an equal principal amount, in
each case if the transferor thereof certifies in writing to the Registrar that such sale,
transfer or exchange was made in reliance on Rule 144 (such certification to be in the form
of Exhibit B to this Agreement). With respect to any restricted Unit represented by
a Global Unit, if a Global Unit without the Restricted Unit Legend is not then outstanding,
the Company shall execute, and the Unit Agent shall authenticate and deliver to the
Depositary, a Global Unit without the Restricted Unit Legend.



     (iii) Applicable Procedures for Delegending.




     (A) Promptly after one year has elapsed following the Closing Date, if
the Units are freely tradeable without restriction pursuant to Rule 144
under
the Securities Act (or successor rule) by Holders who are not
affiliates of the Company, the Company shall:




     (1) instruct the Unit Agent in writing to remove the
Restricted Unit Legend from the Units by delivering to the Unit Agent
a certificate in the form of Exhibit K attached hereto and an
opinion of counsel reasonably satisfactory to the Unit Agent to the
effect that the removal of the Restricted Unit Legend is in
compliance with the Securities Act, and upon such instruction the
Restricted Unit Legend shall be deemed removed from any Global Units
representing such Units without further action on the part of
Holders;




     (2) instruct the Unit Agent to notify the Holders that the
Restricted Unit Legend has been removed or deemed removed; and



- 12 -









 






     (3) instruct the Depository to change the CUSIP number for the
Units to the unrestricted CUSIP number for the Units (which
instruction may be given prior to the one year anniversary of the
Closing Date).




In no event will the failure of the Company to comply with the provisions of
this paragraph or of the Unit Agent to remove the Restricted Unit Legend
constitute a failure by the Company to comply with any of its covenants,
warranties or agreements set forth in this Warrant and Unit Agreement. Any
restricted Units (or security issued in exchange or substitution therefor)
as to which such restrictions on transfer shall have expired in accordance
with their terms (the date of such expiration being the “Resale
Restriction Termination Date”) may, upon surrender of such Unit for
exchange to the Registrar in accordance with the provisions of this
Article II, be exchanged for a new Unit or Units, of like tenor and
aggregate principal amount, which shall not bear the Restricted Unit Legend.
With respect to any restricted Units represented by a Global Unit, if a
Global Unit without the Restricted Unit Legend is not then outstanding, the
Company shall execute, and the Unit Agent shall authenticate and deliver to
the Depositary, a Global Unit without the Restricted Unit Legend. The
Company shall notify the Unit Agent in writing upon the occurrence of the
Resale Restriction Termination Date.




(B) Notwithstanding any provision of this Section 2.7 to the
contrary, in the event that Rule 144 as promulgated under the Securities Act
(or any successor rule) is amended to change the one year holding period
thereunder (or the corresponding period under any successor rule), (i) each
reference in this Section 2.7(e)(iii) to “one year” and in the
Restricted Unit Legend and in Section 2.7(e)(i) herein to “ONE YEAR”
shall be deemed for all purposes hereof to be references to such changed
period, and (ii) all corresponding references in the Units and the
Restricted Unit Legends thereon (including the definition of Resale
Restriction Termination Date) shall be deemed for all purposes hereof to be
references to such changed period, provided, that such changes shall not
become effective if they are otherwise prohibited by, or would otherwise
cause a violation of, the then-applicable federal securities
laws. This Section 2.7(e) shall apply to successive amendments to
Rule 144 (or any successor rule) changing the holding period thereunder.




     (iv) By its acceptance of any Unit Certificate bearing the legend set forth above, each
Holder of such a Unit Certificate acknowledges the restrictions on transfer of such Unit set
forth in this Agreement and in such legend and agrees that it will transfer such Unit
Certificate only as provided in this Agreement.



     (f) Cancellation or Adjustment of Global Unit. At such time as all beneficial
interests in a Global Unit have either been exchanged for Definitive Units, redeemed, repurchased
or canceled, such Global Unit shall be returned to or retained and canceled by the Unit Agent. At
any time prior to such cancellation, if any beneficial interest in a Global Unit is exchanged for
Definitive Units, redeemed, repurchased or canceled, the number of Units represented by such Global
Unit shall be reduced and an adjustment shall be made on the books and records of the Unit Agent
(if it is then the



- 13 -









 




Custodian for such Global Unit) with respect to such Global Unit, by the Unit
Agent or the Custodian, to reflect such reduction.




     (g) No Obligation of the Unit Agent.




     (i) The Unit Agent shall have no responsibility or obligation to any beneficial owner
of a Global Unit, a member of, or a participant in the Depository or other Person with
respect to the accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Units or with
respect to the delivery to any participant, member, beneficial owner or other Person (other
than the Depository) of any notice (including any notice of redemption) or the payment of
any amount, under or with respect to such Units. All notices and communications to be given
to the Holders and all payments to be made to Holders under the Units shall be given or made
only to or upon the order of the registered Holders (which shall be the Depository or its
nominee in the case of a Global Unit). The rights of beneficial owners in any Global Units
shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Unit Agent may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its members,
participants and any beneficial owners.




     (ii) The Unit Agent shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Agreement or under
applicable law with respect to any transfer of any interest in any Unit (including any
transfers between or among Agent Members or beneficial owners of interest in any Global
Unit) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by, the
terms of this Agreement, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.



     (h) Definitive Units.




     (i) A Global Unit deposited with the Depository or with the Unit Agent as Custodian for
the Depository pursuant to Section 2.6 shall be transferred to the beneficial owners
thereof in the form of Definitive Units in an aggregate principal amount equal to the
principal amount of such Global Unit, in exchange for such Global Unit, only if such
transfer
complies with Section 2.7 hereof and (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global Unit and the
Depository fails to appoint a successor depository or if at any time such Depository ceases
to be a “clearing agency” registered under the Exchange Act, in either case, and a successor
depository is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default under the Third Lien Notes Indenture has occurred and is continuing or (iii) the
Company, in its sole discretion, notifies the Unit Agent in writing that it elects to cause
the issuance of Definitive Units under this Agreement.




     (ii) Any Global Unit that is transferable to the beneficial owners thereof pursuant to
this Section 2.7(h) shall be surrendered by the Depository to the Unit Agent located
at its principal corporate trust office in the Borough of Manhattan, The City of New York,
to be so transferred, in whole or from time to time in part, without charge, and the Unit
Agent shall countersign and deliver, upon such transfer of each portion of such Global Unit,
an equal



- 14 -









 






aggregate principal amount of Definitive Units of authorized denominations. Any
portion of a Global Unit transferred pursuant to this Section 2.7(h) shall be
executed, countersigned and delivered only in denominations of $1,000 principal amount and
any integral multiple thereof and registered in such names as the Depository shall direct.
Any Definitive Unit delivered in exchange for an interest in the Transfer Restricted Unit
shall, except as otherwise provided by Section 2.7(e) hereof, bear the applicable
restricted securities legend and definitive securities legend set forth in Exhibit A
hereto.




     (iii) Subject to the provisions of this Section 2.7, the registered Holder of a
Global Unit shall be entitled to grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under this Agreement or the Units.




     (iv) In the event of the occurrence of one of the events specified in Section
2.7(h)(i) hereof, the Company shall promptly make available to the Unit Agent a
reasonable supply of Definitive Units in definitive, fully registered form.



     (i) The Company may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to this Section
2.7.



     (j) All Unit Certificates issued upon any transfer or exchange pursuant to the terms of this
Agreement will be entitled to the same benefits under this Agreement as the Unit Certificates
surrendered upon such transfer or exchange.



Section 2.8 Replacement Units.




     If any mutilated Unit Certificate is surrendered to the Unit Agent or the Company and the Unit
Agent receives evidence to its reasonable satisfaction of the destruction, loss or theft of any
Unit Certificate, the Company shall issue and the Unit Agent, upon receipt of a Unit
Countersignature Order, shall countersign a replacement Unit Certificate if the Unit Agent’s
requirements are met. If required by the Unit Agent or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Unit Agent and the Company to
protect the Company, the Unit
Agent and any countersigning agent from any loss that any of them may suffer if a Unit is
replaced. The Company may charge for its expenses in replacing a Unit Certificate.



     Every replacement Unit is an additional warrant of the Company and shall be entitled to all of
the benefits of this Agreement equally and proportionately with all other Units duly issued
hereunder.



Section 2.9 Temporary Units.




     Until certificates representing Units are ready for delivery, the Company may prepare and
issue and the Unit Agent, upon receipt of a Unit Countersignature Order, shall countersign
temporary Units. Temporary Units shall be substantially in the form of certificated Units but may
have variations that the Company considers appropriate for temporary Units and that shall be
reasonably acceptable to the Unit Agent. Without unreasonable delay, the Company shall prepare and
the Unit Agent shall countersign definitive Units in exchange for temporary Units.



     Holders of temporary Units shall be entitled to all of the benefits of this Agreement.



- 15 -









 





Section 2.10 Cancellation of Units.




     Subject to Section 2.7 hereof, the Company at any time may deliver Units to the Unit
Agent for cancellation. The Unit Registrar shall forward to the Unit Agent any Units surrendered
to them for registration of transfer, exchange or exercise. The Unit Agent and no one else shall
cancel all Units surrendered for registration of transfer, exchange, exercise, replacement or
cancellation and shall cancel Units (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all canceled Units shall be delivered to the Company.
The Company may not issue new Units to replace Units that have been delivered to the Unit Agent for
cancellation.



ARTICLE III

ISSUANCE OF WARRANTS; WARRANT CERTIFICATES




Section 3.1 Issuance of Warrants.




     Warrants shall be originally issued as part of the Units and such Warrants shall not be
separately transferable from the Third Lien Notes until on or after the Separation Date as provided
in Section 4.1. Each Warrant Certificate shall evidence the number of Warrants specified
therein, and each Warrant evidenced thereby shall, when exercisable as provided herein and therein,
represent the right of the Person in whose name a Warrant is registered on the Warrant Registrar’s
books (the “Holder”), subject to the provisions contained herein and therein, to purchase,
at an exercise price of $0.35 per share, from the Company (and the Company shall issue and sell to
the Holder of such Warrant upon exercise thereof) one (1) validly issued, fully paid and
nonassessable shares of Common Stock that will not be subject to any preemptive or similar rights,
will be free from all issue taxes, liens, charges, encumbrances and security interests and will
rank pari passu in all respects with
the Common Stock then outstanding. The number of shares of Common Stock issuable upon
exercise of a Warrant and the Exercise Price are subject to adjustment as provided in ARTICLE
VIII.



Section 3.2 Form of Warrant Certificates.




     The Warrant Certificates will be issued in global form substantially in the form of
Exhibit E hereto. The Warrant Certificates may have notations, legends or endorsements
required by law, stock exchange rule or usage; provided, that any such notations, legends or
endorsements are in a form acceptable to the Company. Each Warrant Certificate shall be dated the
date of its issuance and shall show the date of its countersignature.



     The terms and provisions contained in the Warrants, annexed hereto as Exhibit E, shall
constitute, and are hereby expressly made, a part of this Agreement. The Company, the Holders of
the Warrants and the Warrant Agent, by their execution and delivery of this Agreement (or their
acceptance of Warrants transferred to them), expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Warrant conflicts with the express
provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.



     The Warrants will be issued by the Company in reliance on Section 4(2) of the Securities Act.
Warrants may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on
Regulation S, subject to the restrictions on transfer set forth herein. Warrants resold pursuant
to Rule 144A shall be issued initially in the form of a permanent global Warrant in fully
registered form (the “Rule 144A Global Warrant”); Warrants resold to IAIs shall be issued
in the form of a permanent global Warrant in fully registered form (the “IAI Global
Warrant”); and Warrants resold



- 16 -









 




pursuant to Regulation S shall be issued in the form of a
permanent global Warrant in fully registered form (the “Regulation S Global Warrant”), in
each case with the global securities legend and the applicable restricted securities legend set
forth in Exhibit E hereto, which shall be deposited on behalf of the purchasers of the
Warrants represented thereby with the Custodian and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and countersigned by the Warrant Agent as
provided in this Agreement. Beneficial ownership interests in the Regulation S Global Warrant may
be exchanged for interests in a Rule 144A Global Warrant or an IAI Global Warrant only upon
(i) certification in form reasonably satisfactory to the Warrant Agent that beneficial ownership
interests in such Regulation S Global Warrant are owned either by non-U.S. Persons or U.S. Persons
who purchased such interests in a transaction that did not require registration under the
Securities Act and (ii) the certifications set forth below with respect to exchanges for interests
in Rule 144A Global Warrants or IAI Global Warrants, as applicable.




     Beneficial interests in Regulation S Global Warrants or IAI Global Warrants may be exchanged
for interests in Rule 144A Global Warrants if (1) such exchange occurs in connection with a
transfer of Warrants in compliance with Rule 144A and (2) the transferor of the beneficial interest
in the Regulation S Global Warrant or the IAI Global Warrant, as applicable, first delivers to the
Warrant Agent a written certificate (in a form reasonably satisfactory to the Warrant Agent) to the
effect that the beneficial interest in the Regulation S Global Warrant or the IAI Global Warrant,
as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a
QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the
requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States
of the United States and other jurisdictions.



     Beneficial interests in Regulation S Global Warrants and Rule 144A Global Warrants may be
exchanged for an interest in IAI Global Warrants if (1) such exchange occurs in connection with a
transfer of the securities in compliance with an exemption under the Securities Act and (2) the
transferor of the Regulation S Global Warrant or Rule 144A Global Warrant, as applicable, first
delivers to the Warrant Agent a written certificate (substantially in the form of Exhibit F
and Exhibit H hereto) to the effect that (A) the Regulation S Global Warrant or Rule 144A
Global Warrant, as applicable, is being transferred (a) to an “accredited investor” within the
meaning of 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor
acquiring the securities for its own account or for the account of such an institutional accredited
investor, in each case in a minimum principal amount of the securities of $250,000, for investment
purposes and not with a view to or for offer or sale in connection with any distribution in
violation of the Securities Act and (B) in accordance with all applicable securities laws of the
States of the United States and other jurisdictions.



     Beneficial interests in a Rule 144A Global Warrant or an IAI Global Warrant may be transferred
to a Person who takes delivery in the form of an interest in a Regulation S Global Warrant only if
the transferor first delivers to the Warrant Agent a written certificate (substantially in the form
of Exhibit F and Exhibit G hereto) to the effect that such transfer is being made
in accordance with Rule 904 of Regulation S or Rule 144 (if applicable).



     The Rule 144A Global Warrant, the IAI Global Warrant and the Regulation S Global Warrant are
collectively referred to herein as “Global Warrants”. The aggregate principal amount of
the Global Warrants may from time to time be increased or decreased by adjustments made on the
records of the Warrant Agent and the Depository or its nominee as hereinafter provided.



- 17 -









 





     Until the separation of the Third Lien Notes and the Warrants, any transfer of any Warrants,
whether in global or definitive form, or any beneficial interests therein, shall be subject to
compliance with the Third Lien Notes Indenture as relates to the Third Lien Notes and Section
2.7 of this Agreement as such section relates to the Units.



Section 3.3 Execution of Warrant Certificate.




     An Officer shall sign the Warrant Certificates on behalf of the Company by manual or facsimile
signature. If the Officer whose signature is on a Warrant Certificate no longer holds that office
at the time a Warrant is countersigned, the Warrant shall nevertheless be valid. A Warrant
Certificate shall not be valid until countersigned by the manual signature of the Warrant Agent.
The signature shall be conclusive evidence that the Warrant Certificate has been properly issued
under this Agreement.



     The Warrant Agent shall, upon a written order of the Company, in the form of Exhibit J
hereto, signed by an Officer (a “Warrant Countersignature Order”), countersign one or more
Warrant Certificates representing 745,000 Warrants and deliver such Warrant Certificates upon the
written request and direction of the Company.



     The Warrant Agent may appoint an agent acceptable to the Company to countersign Warrant
Certificates. Such an agent may countersign Warrant Certificates whenever the Warrant Agent may do
so. Each reference in this Agreement to a countersignature by the Warrant Agent includes a
countersignature by such agent. Such an agent has the same rights as the Warrant Agent to
deal with the Company or an Affiliate of the Company, and such agent shall be a third-party
beneficiary of this Agreement.



Section 3.4 Warrant Registrar.




     The Company shall maintain an office or agency where (i) Global Warrants may be presented or
surrendered for registration of transfer or for exchange (“Warrant Registrar”) and (ii)
notices and demands in respect of such Global Warrants and this Agreement may be served. In the
event that Definitive Warrants are issued, (x) Definitive Warrants may be presented or surrendered
for registration of transfer or for exchange and (y) notices and demands in respect of the
Definitive Warrants and this Agreement may be served at an office of the Warrant Registrar. The
Warrant Registrar shall keep a register of the Warrants and of their transfer and exchange. The
Company, upon notice to the Warrant Agent, may have one or more co- Warrant Registrars reasonably
acceptable to the Warrant Agent. The term “Warrant Registrar” includes any co- Warrant Registrar.
The Company may change any Warrant Registrar without notice to any Holder. In the case of a
transfer of a Definitive Warrant in part, upon surrender of the Definitive Warrant to be
transferred, a Definitive Warrant shall be issued to the transferee in respect of the aggregate
number of Warrants transferred and a Definitive Warrant shall be issued to the transferor in
respect of the aggregate balance of Warrant that remain outstanding after the transfer at the
office of any transfer agent. The Company initially appoints The Depository Trust Company to act
as Depository with respect to the Global Warrants. The Company initially appoints the Warrant
Agent to act as the Warrant Registrar and to act as custodian with respect to the Global Warrants.



Section 3.5 List of Holders.




- 18 -









 








     The Warrant Agent shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Holders. If the Warrant Agent is not the
Warrant Registrar, the Company shall furnish to the Warrant Agent before each Record Date (as
defined in the Third Lien Notes Indenture) and at such other times as the Warrant Agent may request
in writing a list as of such date and in such form as the Warrant Agent may reasonably require of
the names and addresses of Holders, which list may be conclusively relied upon by the Warrant
Agent.



Section 3.6 Book-Entry Provisions for Global Warrants.




     The Global Warrants initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, (ii) be delivered to the Warrant Agent as custodian for such Depository
and (iii) bear legends substantially in the form as set forth in Section 3.7(e).



     Agent Members shall have no rights under this Agreement with respect to any Global Warrant
held on their behalf by the Depository or by the Warrant Agent as the custodian of the Depository
or under such Global Warrant, and the Company, the Warrant Agent and any agent of the Company or
the Warrant Agent shall be entitled to treat the Depository as the absolute owner of such
Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from
giving effect to any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the operation of customary
practices of such Depository governing the exercise of the rights of a holder of a beneficial
interest in any Global Warrant.



     Except as provided in Section 2.7(h), owners of beneficial interests in Global
Warrants will not be entitled to receive physical delivery of Definitive Warrants.



     Subject to the provisions of Section 2.7(h)(ii) hereof, the registered Holder of a
Global Warrants shall be entitled to grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Agreement or the Warrants, and the Warrant Agent is entitled
to rely upon any electronic instructions from beneficial owners to the Holder of any Global
Warrant.



Section 3.7 Transfer and Exchange.




     (a) Transfer and Exchange of Definitive Warrants. Except as provided in Section
3.7(h), owners of beneficial interests in Global Warrants will not be entitled to receive
physical delivery of Definitive Warrants. When Definitive Warrants are presented to the Warrant
Registrar with a request:




	 	(x)	 	to register the transfer of such Definitive Warrants; or
	 
	 	(y)	 	to exchange such Definitive Warrants for an equal principal
amount of Definitive Warrants of other authorized denominations,




the Warrant Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that the
Definitive Warrants surrendered for transfer or exchange:





- 19 -









 









     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Warrant Registrar, duly executed by the
Holder thereof or its attorney duly authorized in writing; and




     (ii) if such Definitive Warrants are required to bear a restricted securities legend,
they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act, pursuant to Section 3.7(b) or pursuant to clause (A), (B)
or (C) below, and are accompanied by the following additional information and documents, as
applicable:




     (A) if such Definitive Warrants are being delivered to the Warrant Registrar by
a Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




     (B) if such Definitive Warrants are being transferred to the Company, a
certification to that effect; or




     (C) if such Definitive Warrants are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule 144
under the Securities Act; or (y) in reliance upon another exemption from the
requirements of the Securities Act: (i) a certification to that effect (in the form
of Exhibit F to this Agreement) and (ii) if the Company so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in Section
3.7(e)(i).



     (b) Restrictions on Transfer of a Definitive Warrant for a Beneficial Interest in a Global
Warrant. A Definitive Warrant may not be exchanged for a beneficial interest in a Rule 144A
Global Warrant, an IAI Global Warrant or a Regulation S Global Warrant except upon satisfaction of
the requirements set forth below. Upon receipt by the Warrant Agent of a Definitive Warrant, duly
endorsed or accompanied by appropriate instruments of transfer, in form reasonably satisfactory to
the Warrant Agent, together with:




     (i) certification, in the form of Exhibit F to this Agreement, that such
Definitive Warrant is either (A) being transferred to a QIB in accordance with Rule 144A,
(B) being transferred to an IAI or (C) being transferred in an offshore transaction in
accordance with Rule 904 of Regulation S; and




     (ii) written instructions directing the Warrant to make, or to direct the Custodian to
make, an adjustment on its books and records with respect to such Rule 144A Global Warrant
(in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Warrant (in the case of
a transfer pursuant to clause (b)(1)(B)) or Regulation S Global Warrant (in the case of a
transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal
amount of the Warrants represented by the Rule 144A Global Warrant, IAI Global Warrant or
Regulation S Global Warrant, as applicable, such instructions to contain information
regarding the Depository account to be credited with such increase,


then the Warrant Agent shall cancel such Definitive Warrant and cause, or direct the Custodian to
cause, in accordance with the standing instructions and procedures existing between the Depository
and the Custodian, the aggregate principal amount of Warrants represented by the Rule 144A Global
Warrant, IAI Global Warrant or Regulation S Global Warrant, as applicable, to be increased by the




- 20 -









 







aggregate principal amount of the Definitive Warrant to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a beneficial interest in
the Rule 144A Global Warrant, IAI Global Warrant or Regulation S Global Warrant, as applicable,
equal to the principal amount of the Definitive Warrant so canceled. If no Rule 144A Global
Warrant, IAI Global Warrant or Regulation S Global Warrant, as applicable, are then outstanding,
the Company shall issue and the Warrant Agent shall countersign, upon receipt of a Warrant
Countersignature Order, a new Rule 144A Global Warrant, IAI Global Warrant or Regulation S Global
Warrant, as applicable, in the appropriate principal amount.




     (c) Transfer and Exchange of Global Warrants.




     (i) The transfer and exchange of Warrants or beneficial interests therein shall be
effected through the Depository, in accordance with this Agreement (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Warrant shall deliver to the
Warrant Registrar a written order given in accordance with the Depository’s procedures
containing information
regarding the participant account of the Depository to be credited with a beneficial
interest in the Global Warrant. The Registrar shall, in accordance with such instructions
instruct the Depository to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Warrant and to debit the account of the
Person making the transfer the beneficial interest in the Global Warrant being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Warrant to a beneficial interest in another Global Warrant, the Warrant Registrar shall
reflect on its books and records the date and an increase in the principal amount of the
Global Warrant to which such interest is being transferred in an amount equal to the
principal amount of the interest to be so transferred, and the Warrant Registrar shall
reflect on its books and records the date and a corresponding decrease in the principal
amount of the Global Warrant from which such interest is being transferred.




     (iii) Notwithstanding any other provisions of this ARTICLE III (other than the
provisions set forth in Section 3.7(h)), a Global Warrant may not be transferred as
a whole except by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor Depository.




     (iv) In the event that a Global Warrant is exchanged for Definitive Warrants pursuant
to Section 3.7(h), such Warrants may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section 3.7
(including the certification requirements set forth on Exhibit F to this Agreement
intended to ensure that such transfers comply with Rule 144A, Regulation S or another
applicable exemption under the Securities Act, as the case may be) and such other procedures
as may from time to time be adopted by the Company.



     (d) [RESERVED].



     (e) Legend.



- 21 -









 





     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each
certificate evidencing the Global Warrants (and all Warrants issued in exchange therefor or
in substitution thereof) shall bear a legend in substantially the following form (the
“Restricted Warrant Legend”):


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR
WHICH IT IS ACTING, (A)(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT), (II) IS A NON-U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (III) IS AN “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT AND (B) THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, IF
APPLICABLE; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE, AS DEFINED BELOW, (A) THIS SECURITY MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE WARRANT AGENT A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY
(THE FORM OF WHICH CAN BE OBTAINED FROM THE WARRANT AGENT) AND, IF SUCH TRANSFER IS
IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. THE RESALE RESTRICTION TERMINATION DATE WILL
BE THE DATE: (1) THAT IS AT LEAST ONE YEAR AFTER THE ISSUE DATE; AND (2) ON




- 22 -









 







WHICH
THE COMPANY INSTRUCTS THE TRUSTEE THAT THIS RESTRICTED WARRANT LEGEND SHALL BE
DEEMED REMOVED FROM THIS SECURITY, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN
THE INDENTURE RELATING TO THIS SECURITY. PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH PARAGRAPH 2(A)(V) ABOVE , THE COMPANY AND THE WARRANT AGENT
RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED
TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.




     (ii) Upon any sale or transfer of a restricted Warrant (including any restricted
Warrant represented by a Global Warrant) pursuant to Rule 144 under the Securities Act, the
Warrant Registrar shall permit the transferee thereof to exchange such restricted Warrant
for
a Warrant that does not bear the legend set forth above and rescind any restriction on
the transfer of such restricted Warrant, or, in the case of a restricted Warrant represented
by a Global Warrant, upon surrender of such restricted Warrant by the Holder thereof, reduce
the principal amount of such Global Warrant by the principal amount of such restricted
Warrant and increase the principal amount of a Global Warrant without the Restricted Warrant
Legend by an equal principal amount, in each case if the transferor thereof certifies in
writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form of Exhibit F to this Agreement). With respect to any
restricted Warrants represented by a Global Warrant, if a Global Warrant without the
Restricted Warrant Legend is not then outstanding, the Company shall execute, and the
Warrant Agent shall authenticate and deliver to the Depositary, a Global Warrant without the
Restricted Warrant Legend.



     (iii) Applicable Procedures for Delegending.




     (A) Promptly after one year has elapsed following the Closing Date, if
the Warrants are freely tradeable without restriction pursuant to Rule 144
under the Securities Act (or successor rule) by Holders who are not
affiliates of the Company, the Company shall:




     (1) instruct the Warrant Agent in writing to remove the
Restricted Warrant Legend from the Warrant Agent by delivering to the
Warrant Agent a certificate in the form of Exhibit L attached
hereto and an opinion of counsel reasonably satisfactory to the
Warrant Agent to the effect that the removal of the Restricted
Warrant Legend is in compliance with the Securities Act, and upon
such instruction the Restricted Warrant Legend shall be deemed
removed from any Global Warrants representing such Warrants without
further action on the part of Holders;




     (2) instruct the Warrant Agent to notify the Holders that the
Restricted Warrant Legend has been removed or deemed removed; and



- 23 -









 








     (3) instruct the Depository to change the CUSIP number for the
Warrants to the unrestricted CUSIP number for the Warrants (which
instruction may be given prior to the one year anniversary of the
Closing Date).




In no event will the failure of the Company to comply with the provisions of
this paragraph or of the Warrant Agent to remove the Restricted Warrant
Legend constitute a failure by the Company to comply with any of its
covenants, warranties or agreements set forth in this Warrant and Unit
Agreement. Any restricted Warrants (or security issued in exchange or
substitution therefor) as to which such restrictions on transfer shall have
expired in accordance with their terms (the date of such expiration being
the “Resale Restriction Termination Date”) may, upon surrender of
such Warrant for exchange to the Registrar in accordance with the provisions
of Article III, be exchanged for a new Warrant or Warrants, of like
tenor and aggregate principal amount, which shall not bear the Restricted
Warrant Legend. With
respect to any restricted Warrants represented by a Global Warrant, if a
Global Warrant without the Restricted Warrant Legend is not then
outstanding, the Company shall execute, and the Warrant Agent shall
authenticate and deliver to the Depositary, a Global Warrant without the
Restricted Warrant Legend. The Company shall notify the Warrant Agent in
writing upon the occurrence of the Resale Restriction Termination Date.




(B) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Rule 144 as promulgated under the Securities Act
(or any successor rule) is amended to change the one year holding period
thereunder (or the corresponding period under any successor rule), (i) each
reference in this Section 3.7(e)(iii) to “one year” and in the
Restricted Warrant Legend and in Section 3.7(e)(i) herein to “ONE
YEAR” shall be deemed for all purposes hereof to be references to such
changed period, and (ii) all corresponding references in the Warrants and
the Restricted Warrant Legends thereon (including the definition of Resale
Restriction Termination Date) shall be deemed for all purposes hereof to be
references to such changed period, provided, that such changes shall not
become effective if they are otherwise prohibited by, or would otherwise
cause a violation of, the then-applicable federal securities laws. This
Section 3.7(e) shall apply to successive amendments to Rule 144 (or
any successor rule) changing the holding period thereunder.




     (iv) By its acceptance of any Warrant Certificate bearing the legend set forth above,
each Holder of such a Warrant Certificate acknowledges the restrictions on transfer of such
Warrant set forth in this Agreement and in such legend and agrees that it will transfer such
Warrant Certificate only as provided in this Agreement.



     (f) Cancellation or Adjustment of Global Warrant. At such time as all beneficial
interests in a Global Warrant have either been exchanged for Definitive Warrants, redeemed,
repurchased or canceled, such Global Warrant shall be returned to or retained and canceled by the
Warrant Agent. At any time prior to such cancellation, if any beneficial interest in a Global
Warrant is exchanged for Definitive Warrants, redeemed, repurchased or canceled, the number of
Warrants



- 24 -









 




represented by such Global Warrant shall be reduced and an adjustment shall be made on the
books and records of the Warrant Agent (if it is then the Custodian for such Global Warrant) with
respect to such Global Warrant, by the Warrant Agent or the Custodian, to reflect such reduction.




     (g) No Obligation of the Warrant Agent.




     (i) The Warrant Agent shall have no responsibility or obligation to any beneficial
owner of a Global Warrant, a member of, or a participant in the Depository or other Person
with respect to the accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Warrants or
with respect to the delivery to any participant, member, beneficial owner or other Person
(other than the Depository) of any notice (including any notice of redemption) or the
payment of any amount, under or with respect to such Warrants. All notices and
communications to be given to the Holders and all payments to be made to Holders under the
Warrants shall be given or made only to or upon the order of the registered Holders (which
shall be the Depository or its nominee in the case of a Global Warrant). The rights of
beneficial owners
in any Global Warrants shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository. The Warrant Agent may rely and shall be
fully protected in relying upon information furnished by the Depository with respect to its
members, participants and any beneficial owners.




     (ii) The Warrant Agent shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Agreement or
under applicable law with respect to any transfer of any interest in any Warrant (including
any transfers between or among Agent Members or beneficial owners of interest in any Global
Warrant) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by, the
terms of this Agreement, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.



     (h) Definitive Warrants.




     (i) A Global Warrant deposited with the Depository or with the Warrant Agent as
Custodian for the Depository pursuant to Section 3.6 shall be transferred to the
beneficial owners thereof in the form of Definitive Warrants in an aggregate principal
amount equal to the principal amount of such Global Warrant, in exchange for such Global
Warrant, only if such transfer complies with Section 3.7 hereof and (i) the
Depository notifies the Company that it is unwilling or unable to continue as Depository for
such Global Warrant and the Depository fails to appoint a successor depository or if at any
time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in
either case, and a successor depository is not appointed by the Company within 90 days of
such notice, or (ii) the Company, in its sole discretion, notifies the Warrant Agent in
writing that it elects to cause the issuance of Definitive Warrants under this Agreement.




     (ii) Any Global Warrant that is transferable to the beneficial owners thereof pursuant
to this Section 3.7(h) shall be surrendered by the Depository to the Warrant Agent
located at its principal corporate trust office in the Borough of Manhattan, The City of New
York, to be so transferred, in whole or from time to time in part, without charge, and the
Warrant Agent shall countersign and deliver, upon such transfer of each portion of such



- 25 -









 




Global Warrant, an equal aggregate principal amount of Definitive Warrants of authorized
denominations. Any portion of a Global Warrant transferred pursuant to this Section
3.7(h) shall be executed, countersigned and delivered only in denominations of $1,000
principal amount and any integral multiple thereof and registered in such names as the
Depository shall direct. Any Definitive Warrant delivered in exchange for an interest in
the Transfer Restricted Warrant shall, except as otherwise provided by Section
3.7(e) hereof, bear the applicable restricted securities legend and definitive
securities legend set forth in Exhibit E hereto.





     (iii) Subject to the provisions of Section 3.7(h)(ii) hereof, the registered
Holder of a Global Warrant shall be entitled to grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under this Agreement or the Warrants.




     (iv) In the event of the occurrence of one of the events specified in Section
3.7(h)(i) hereof, the Company shall promptly make available to the Warrant Agent a
reasonable supply of Definitive Warrants in definitive, fully registered form.



     (i) The Company may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to this Section
3.7.



     (j) All Warrant Certificates issued upon any transfer or exchange pursuant to the terms of
this Agreement will be entitled to the same benefits under this Agreement as the Warrant
Certificates surrendered upon such transfer or exchange.



Section 3.8 Replacement Warrants.




     If any mutilated Warrant Certificate is surrendered to the Warrant Agent or the Company and
the Warrant Agent receives evidence to its reasonable satisfaction of the destruction, loss or
theft of any Warrant Certificate, the Company shall issue and the Warrant Agent, upon receipt of a
Warrant Countersignature Order, shall countersign a replacement Warrant Certificate if the Warrant
Agent’s requirements are met. If required by the Warrant Agent or the Company, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the
Company to protect the Company, the Warrant Agent and any countersigning agent from any loss that
any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in
replacing a Warrant Certificate.



     Every replacement Warrant is an additional warrant of the Company and shall be entitled to all
of the benefits of this Agreement equally and proportionately with all other Warrants duly issued
hereunder.



Section 3.9 Temporary Warrants.




     Until certificates representing Warrants are ready for delivery, the Company may prepare and
issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign
temporary Warrants. Temporary Warrants shall be substantially in the form of certificated Warrants
but may have variations that the Company considers appropriate for temporary Warrants and that
shall be reasonably acceptable to the Warrant Agent. Without unreasonable delay, the Company



- 26 -









 




shall
prepare and the Warrant Agent shall countersign definitive Warrants in exchange for temporary
Warrants.




     Holders of temporary Warrants shall be entitled to all of the benefits of this Agreement.



Section 3.10 Cancellation of Warrants.




     Subject to Section 3.7 hereof, the Company at any time may deliver Warrants to the
Warrant Agent for cancellation. The Warrant Registrar shall forward to the Warrant Agent any
Warrants
surrendered to them for registration of transfer, exchange or exercise. The Warrant Agent and
no one else shall cancel all Warrants surrendered for registration of transfer, exchange, exercise,
replacement or cancellation and shall cancel Warrants (subject to the record retention requirements
of the Exchange Act). Certification of the destruction of all canceled Warrants shall be delivered
to the Company. The Company may not issue new Warrants to replace Warrants that have been
delivered to the Warrant Agent for cancellation.



ARTICLE IV

SEPARATION OF WARRANTS; EXERCISE OF WARRANTS




Section 4.1 Separation of Warrants.




     The book-entry interests representing the Third Lien Notes and the Warrants initially
represented by the Units will not be separately transferable until separation. Separation of the
Third Lien Notes from the Warrants will not occur automatically, but at the request of a Holder on
or after the date of issuance of the Units (the “Separation Date”). Upon presentation of
any book-entry interests representing the Units for exchange for book-entry interests representing
Warrants and book-entry interests representing the Third Lien Notes, or for registration of
transfer or otherwise, the Unit Agent shall notify the Registrar, the Trustee and the Warrant Agent
of the number of Units so presented, the registered owner thereof, the nature of any legends set
forth on such Unit Certificate and any other information provided by the holder thereof in
connection therewith. After the Separation Date, the Units shall automatically cease to exist.



Section 4.2 Exercise of Warrants.




     (a) The Warrants shall expire at 5:00 p.m., New York City time, on August 4, 2019 (the
“Expiration Date”). Any Warrants not exercised before 5:00 p.m., New York City time, on
the Expiration Date shall become void, and all rights of the holder under the Warrant Certificate
evidencing such Warrant and under this Agreement shall cease.



     (b) Warrants represented by a Warrant Certificate, may be exercised upon (i) surrender of the
Warrant Certificate to the Company with the form of election to purchase on the reverse thereof
duly completed and executed at the corporate trust office of the Warrant Agent set forth in
Section 14.1 hereof, which signature in the case of a Holder that is not a QIB shall be
medallion guaranteed by an institution which is a member of a Securities Transfer Association
recognized signature guarantee program, and (ii) payment to the Warrant Agent for the account of
the Company of the Exercise Price, for the number of Warrant Shares in respect of which such
Warrants are then exercised. Payment of the aggregate Exercise Price shall be made on a net
cashless exercise basis, such that, without the exchange of any funds, the Holder receives that
number of Warrant Shares for which such Warrant is otherwise being exercised less that number of
Warrant Shares having a Fair



- 27 -









 




Market Value at the time of exercise equal to the aggregate Exercise
Price that would otherwise have been paid by such Warrant Holder in cash upon such exercise.




     (c) Subject to the provisions of Section 6.1 hereof, upon compliance with Section
4.2(b), the Company shall within three (3) Business Days, request its Transfer Agent to issue
and deliver,
with all reasonable dispatch to or upon the written order of the Holder and in such name or
names as the Holder may designate, a certificate of certificates for the number of Warrant Shares
issuable upon the exercise of such Warrant. All certificates in this Section 4.2(c) shall
be deemed to have been issued and any Person so designated to be named therein shall be deemed to
have become a Holder of record of such Warrant Shares as of the date of the surrender of such
Warrants and payment of the aggregate Exercise Price.



     (d) The Warrants shall be exercisable, at the election of the Holders thereof, either in full
or from time to time in part. If less than all the Warrants represented by a Warrant Certificate
are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the
same tenor and for the number of Warrants that were not exercised shall be executed by the Company
and delivered to the Warrant Agent, and the Warrant Agent shall countersign the new Warrant
Certificate, registered in such name or names as may be directed in writing by the Holder and shall
deliver or cause to be delivered the new Warrant Certificate to the Person or Persons entitled to
receive the same.



     (e) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the
Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent
in accordance with its customary procedures. The Warrant Agent shall report promptly, but in no
event later than two Business Days, to the Company with respect to Warrants exercised and
concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the
Warrant Shares through the exercise of such Warrants.



     (f) The Warrant Agent shall keep copies of this Agreement and any notices given or received
hereunder available for inspection by the Holders during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such number of copies of this
Agreement as the Warrant Agent may request.



ARTICLE V

PIGGY-BACK REGISTRATION RIGHTS




Section 5.1 Registration Procedures.




     In connection with any Registration Statement filed by the Company in connection with a
Piggy-Back Registration pursuant to Section 5.3 hereof, the Company shall:



     (a) (i) furnish to the counsel (the “Holders’ Counsel”) selected by the Holders of a
majority of the Registrable Securities (other than Registrable Securities held by the Company or
its affiliates), prior to the filing thereof with the SEC, a copy of the Registration Statement
(including all such documents incorporated therein by reference) and each amendment thereof and
each supplement, if any, to the Prospectus, which documents will be (A) promptly forwarded by such
counsel to the Holders and (B) subject to the review and comment of such counsel acting on behalf
of the Holders in connection with such sale, if any, for a period of at least five Business Days,
and the Company will not file any such Registration Statement or related Prospectus or any
amendment



- 28 -









 




or supplement to any such Registration Statement or Prospectus (including all documents
incorporated therein by reference) to which such counsel acting on behalf of the selling Holders
has reasonably objected within five Business Days after the receipt thereof; and (ii) include the
names of
the Holders who propose to sell Registrable Securities, in accordance with Section 5.3
below, pursuant to the Registration Statement as selling securityholders.




     (b) give written notice to the Holders participating in a Piggy-Back Registration (and
following notice of (ii) through (v) below each Holder participating in a Piggy-Back Registration
shall discontinue disposition of Registrable Securities under and pursuant to such Registration
Statement until advised in writing by the Company that such disposition may resume):




     (i) when the Registration Statement or any amendment thereto has been filed with the
SEC and when the Registration Statement or any post-effective amendment thereto has become
effective;




     (ii) of any request following the effectiveness of such Registration Statement by the
SEC for amendments or supplements to the Registration Statement or the Prospectus or for
additional information;




     (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;




     (iv) of the receipt by the Company or its legal counsel of any notification with
respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening in writing of any proceeding for such purpose;
and




     (v) of the happening of any event following the effectiveness of such Registration
Statement that requires the Company to make changes in the Registration Statement or the
Prospectus in order that the Registration Statement or the Prospectus does not contain an
untrue statement of a material fact nor 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 light
of the circumstances under which they were made) not misleading;



     (c) use its commercially reasonable best efforts to obtain the withdrawal at the earliest
possible time of any order suspending the effectiveness of the Registration Statement;



     (d) furnish to each Holder that so requests, without charge, at least one copy of the
Registration Statement and any post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if
any, incorporated by reference);



     (e) during the period which the Registration Statement is effective, deliver to each Holder,
without charge, as many copies of the Prospectus (including each preliminary Prospectus) included
in the Registration Statement as such Holder may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the Prospectus by each of the Holders in
connection with the offering and sale of Registrable Securities;



     (f) prior to any public offering of the Registrable Securities pursuant to any Registration
Statement, use commercially reasonable efforts to register or qualify or reasonably cooperate with



- 29 -









 




the Holders and their respective counsel in connection with the registration or qualification of
the Registrable Securities for offer and sale under the securities or “blue sky” laws of such
states of the United States as any Holder reasonably requests in writing and do any and all other
acts or things
reasonably advisable to enable the offer and sale in such jurisdictions of the Registrable
Securities; provided, however, that the Company shall not be required to (i) qualify generally to
do business in any jurisdiction where it is not then so qualified or (ii) take any action which
would subject it to general service of process or to taxation in any jurisdiction where it is not
then so subject;




     (g) use commercially reasonable efforts to cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing the Registrable Securities, if such
securities are then certificated, sold pursuant to any Registration Statement in such denominations
and registered in such names as the Holders may request, in a form eligible for deposit with The
Depository Trust Company;



     (h) use commercially reasonable efforts to comply with all rules and regulations of the SEC to
the extent and so long as they are applicable to the Registration Statement and will make generally
available to its security holders (or otherwise provide in accordance with Section 11(a) of the
Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder, no later than 60 days after the end of a 12-month period (or 120 days,
if such period is a fiscal year) beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Registration Statement, which statement shall
cover such 12-month period;



     (i) require, at the Company’s option, each Holder of Registrable Securities to be sold
pursuant to a Registration Statement to furnish to the Company such information as may be required
or reasonably advisable (i) under applicable requirements of the SEC or (ii) to obtain any
acceleration of the effective date of a Registration Statement, and the Company may exclude from
such registration the Registrable Securities of any Holder that fails to furnish such information
within 15 Business Days after receiving such request;



     (j) enter into such reasonable and customary agreements and take all such other action, if
any, in order to facilitate the disposition of the Registrable Securities pursuant to any
Registration Statement;



     (k) (i) make reasonably available for inspection by the Holders of the Registrable Securities
and any one attorney, one accountant or other agent retained by the majority of the Holders of the
Registrable Securities all pertinent financial and other relevant records of the Company and its
subsidiaries and (ii) cause the officers, directors, employees, accountants and auditors of the
Company and its subsidiaries to supply all relevant information reasonably requested by the Holders
of the Registrable Securities or any such attorney, accountant or agent in connection with the
Registration Statement, in each case, as shall be reasonably necessary to enable such Persons, to
conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, any such records, documents, properties and such information that is provided by
the Company, shall be kept confidential by any such Persons pursuant to the terms of a
confidentiality agreement between the Company and such Persons containing customary terms and
provisions and in form and substance reasonably satisfactory to the Company, prohibiting the use or
disclosure of any such information, except as required by law or legal process or as otherwise
provided therein.



- 30 -









 





Section 5.2 Limitations, Conditions and Qualifications to Obligations under Registration Covenants.




     (a) The obligations of the Company to include a Holder in a Piggy-Back Registration as
described in Section 5.3 of this Agreement are subject to the obligations of such Holder to
furnish all information and materials described in Section 5.1(i) hereof and any
information as may be requested by the SEC in connection with such Piggy-Back Registration.



     (b) Each Holder of Warrants and Registrable Securities electing to participate in a Public
Equity Offering agrees, if and to the extent requested by the managing underwriter or underwriters
in such Public Equity Offering and to the same extent as requested of all similarly situated
Holders, not to sell, transfer or otherwise dispose of any Registrable Securities (other than those
Registrable Securities included in the Public Equity Offering) owned by it, including a sale
pursuant to Rule 144 (except as part of such Public Equity Offering), for a period of 90 days from
the consummation of such Public Equity Offering, unless the Managing Underwriter of the Public
Equity Offering otherwise agrees, and to enter into a customary lock-up agreement with the managing
underwriter.



     In addition, the provisions of this Section 5.2(b) shall not apply to any Holder of
Registrable Securities if such Holder is prevented by applicable statute or regulation from
entering into any such agreement; provided, that any such Holder shall undertake not to effect any
sale or other disposition of any Registrable Securities commencing on the consummation of any such
Public Equity Offering unless it has provided 10 Business Days’ prior written notice of such sale
or other disposition to the managing underwriter or underwriters.



     (c) The Company shall have the sole right to select any investment banker(s) and manager(s)
for any offering of its securities.



     (d) Except as may be required to be furnished to any applicable Holder pursuant to Section
5.1(d) hereof, any document required to be furnished to the Holders pursuant hereto shall be
deemed to have been furnished if such document is publicly filed with the SEC. The Company shall
have the right to terminate or withdraw any registration prior to the effectiveness of such
registration, whether or not any holder of Registrable Securities has elected to include securities
in such registration. The registration expenses of such withdrawn registration shall be borne by
the Company in accordance with Section 5.5 hereof.



Section 5.3 Piggy-Back Registration of Registrable Securities.




     If at any time after the Closing Date the Company proposes to file a registration statement
under the Securities Act with respect to a Public Equity Offering, then the Company shall give
written notice of such proposed filing to the Holders of Registrable Securities as soon as
practicable (but in no event fewer than 20 Business Days before the anticipated filing date), and
such notice shall offer such Holders the opportunity to register such number of
Registrable
Securities as each Holder may request in writing within 10 Business Days after receipt of such
written notice from the Company (which request shall specify the Registrable Securities intended to
be disposed of by such selling Holder of Registrable Securities and the intended method of
distribution thereof) (a “Piggy-Back Registration”); provided that any holder of Warrants
so requesting shall agree, upon or prior to effectiveness of any such Registration Statement other
than a registration statement filed with the SEC pursuant to Rule 415 under the Securities Act (but
in no event earlier than the Separation Date), to exercise their Warrants at least to the extent
necessary for such holder to acquire the number of



- 31 -









 




Registrable Securities for which such holder has
requested registration. The Company shall use its
commercially reasonable efforts to keep such Piggy-Back Registration continuously effective
under the Securities Act until at least the earlier of (a) 180 days following the effective date
thereof or (b) the consummation of the distribution by the Holders of all of the Registrable
Securities covered thereby. The Company shall cause the managing underwriter or underwriters, if
any, of such proposed offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any similar securities
of the Company or any other security holder included therein and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method of distribution
thereof.




     Any selling Holder of Registrable Securities shall have the right to withdraw its request for
inclusion of its Registrable Securities in any Registration Statement pursuant to this Section
5.3 by giving written notice to the Company of its request to withdraw a reasonable time prior
to the filing of such Registration Statement with the SEC. The Company will pay all registration
expenses described in Section 5.5 hereof, in connection with each registration of
Registrable Securities requested pursuant to this Section 5.3.



     No registration effected under this Section 5.3, no withdrawal under this Section
5.3, and no failure to effect a registration under this Section 5.3 shall relieve the
Company of any other obligation under this Agreement.



Section 5.4 Priority in Piggy-Back Registration.




     In a registration pursuant to Section 5.3 involving an underwritten offering, if the
managing underwriter or underwriters of such underwritten offering have informed, in writing, the
Company, the selling Holders of Registrable Securities and other Persons requesting inclusion in
such offering, that in such underwriter’s or underwriters’ view, the total number of securities
which the Company, the selling Holders of Registrable Securities and such other Persons intend to
include in such offering exceeds the number which can be sold in an orderly manner within a price
range that is reasonably acceptable to the Company, then the Company will be required to include in
such registration only the amount of securities which it is so advised should be included in such
registration.



     In such event, securities shall be registered in such offering in the following order of
priority: (i) first, the securities which the Company proposes to register, (ii) second, provided
that no securities proposed to be registered by the Company have been excluded from such
registration, the securities that have been requested to be included in such registration by
holders of Common Stock pursuant to that certain registration agreement, dated as of October 5,
2000, as supplemented, by and among the Company and the investors party thereto (the “Pre-IPO
Stockholders”), (iii) third, provided that no securities proposed to be registered by the
Pre-IPO Stockholders have been excluded from such registration, the securities that have been
requested to be included in such registration by the selling Holders of Registrable Securities (pro
rata in the amount of securities sought to be registered by such selling Holders), and (iv) fourth,
provided that no securities proposed to be registered by the Holders have been excluded from such
registration, the securities that have been requested to be included in such registration by other
Persons (pro rata in the amount of securities sought to be registered by such selling Persons).



Section 5.5
Registration Expenses.




- 32 -









 








     (a) All expenses incurred by the Company in connection with its performance of and compliance
with this Agreement will be borne by the Company, regardless of whether a Registration Statement is
ever filed or becomes effective, including without limitation: all registration and filing fees and
expenses of SEC, securities exchange or quotation system or FINRA, fees and expenses of compliance
with securities or blue sky laws, rating agency fees, printing expenses, messenger, telephone and
delivery expenses, fees and disbursements of counsel for the Company, reasonable fees and
disbursements of Holders’ Counsel not to exceed $25,000 in the aggregate and all independent
certified public accountants and any fees and disbursements of underwriters customarily paid by
issuers or sellers of securities (but not including any underwriting discounts or commissions or
transfer taxes, if any, attributable to the sale of Registrable Securities by Holders of
Registrable Securities).



     (b) The Company will bear its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special experts, retained by
the Company.



     (c) Holders of Registrable Securities shall pay the underwriting discounts, commissions, and
transfer taxes, if any, related to their Registrable Securities in connection with a Piggy-Back
Registration pursuant to Section 5.3.



Section 5.6 Indemnification.




     (a) The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who
controls such Holder within the meaning of the Securities Act or the Exchange Act from and against
any losses, claims, damages or liabilities (each a “Loss”, and collectively, the
“Losses”), or any actions in respect thereof to which each Indemnified Party (as defined in
Section 5.6(c) below) may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Losses or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement or Prospectus
or in any amendment or supplement thereto or in any preliminary Prospectus relating to the
Registration Statement, 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 the Prospectus, in light of the circumstances under which they were made)
not misleading, except to the extent that such Losses are based solely upon information relating to
such Holder and furnished in writing to the Company by or on behalf of such Holder expressly for
use therein, and shall reimburse, as incurred, the Indemnified Parties for any reasonable legal or
other expenses incurred by them in connection with investigating or defending any such Losses or
action in respect thereof.



     (b) Subject to Section 5.6(e) hereof, each Holder of the Registrable Securities,
severally and not jointly, will indemnify and hold harmless the Company and each Person, if any,
who controls the Company within the meaning of the Securities Act or the Exchange Act from and
against any and all Losses or any actions in respect thereof, to which the Company or any such
controlling Person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses or actions arise solely out of or are based solely upon information relating
to such Holder and
furnished in writing to the Company by or on behalf of such Holder expressly for use therein
(unless updated information relating to such Holder was subsequently furnished in writing to the
Company by or on behalf of such Holder expressly for use therein, and the Company failed to
incorporate such updated information or suspend the use of the applicable Prospectus); and, subject



- 33 -









 




to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any reasonable legal or other expenses incurred by the Company or any such controlling
Person in connection with investigating or defending any Losses or action in respect thereof.




     (c) Promptly after receipt by any Person in respect of which indemnity may be sought pursuant
to Section 5.6(a) or (b) (any such Person, an “Indemnified Party”) of
notice of the commencement of any action or proceeding, such Indemnified Party will, if a claim in
respect thereof is to be made against the indemnifying party under this Section 5.6, notify
the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying
party will not, in any event, relieve the indemnifying party from any obligations to any
Indemnified Party. In case any such action is brought against any Indemnified Party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Party; provided, however, if the defendants in any such action
include both the Indemnified Party and the indemnifying party and the Indemnified Party shall have
reasonably concluded that a conflict may arise between the positions of the indemnifying party and
the Indemnified Party in conducting the defense of any such action or that there may be legal
defenses available to it and/or other Indemnified Parties that are different from or additional to
those available to the indemnifying party, the Indemnified Party or Parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise participate in the defense
of such action on behalf of such Indemnified Party or Parties. Upon receipt of notice from the
indemnifying party to such Indemnified Party of the indemnifying party’s election so to assume the
defense of such action and approval by the Indemnified Party of counsel, the indemnifying party
will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred
by such Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party
shall have employed separate counsel in accordance with the proviso to the preceding sentence (it
being understood, however, that in connection with any such action the indemnifying party shall not
be liable for the expenses of more than one separate counsel (in addition to any local counsel)
representing the Indemnified Parties who are parties to such action) or (ii) 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 commencement of the action. No
indemnifying party shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened action in respect of which any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an absolute and unconditional release of such Indemnified Party
from all liability on any claims that are the subject matter of such action.



     (d) Subject to Section 5.6(e) hereof, if the indemnification provided for in this
Section 5.6 is unavailable or insufficient to hold harmless any Indemnified Party, then
each indemnifying party shall contribute to the amount paid or payable by such Indemnified Party as
a result of the Losses (or actions in respect thereof) (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party or parties on the one hand and the
Indemnified Party on the other from the sale of the Registrable Securities by the Holders, or (ii)
if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the indemnifying party or parties on the one hand and the Indemnified Party on the other
in connection with the statements or omissions that resulted in such Losses (or actions in respect
thereof) as well as any other relevant equitable considerations. The relative fault of the parties
shall be determined by



- 34 -









 




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 or such Holder or such other Indemnified
Party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The amount paid by
any Indemnified Party as a result of the Losses (or actions in respect thereof) referred to in this
Section 5.6(d) shall be deemed to include any legal or other expenses reasonably incurred
by such Indemnified Party in connection with investigating or defending any action or claim which
is the subject of this Section 5.6(d). 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. For purposes of this paragraph
(d), each Person, if any, who controls such Indemnified Party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such Indemnified Party, and
each Person, if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Company.




     (e) Notwithstanding any other provision of Section 5.6(b) or Section 5.6(d)
hereof, the Holders of the Registrable Securities shall not be obligated to pay any amounts in
excess of the amount by which the net proceeds received by such Holders from the sale of the
Registrable Securities pursuant to the Registration Statement exceeds the amount of damages which
such Holders have otherwise been required to pay (and for which it was entitled to indemnification
hereunder) by reason of such untrue or alleged untrue statement or omission or alleged omission and
with respect to which such Holder was entitled to indemnification hereunder.



     (f) The agreements contained in this Section 5.6 shall survive the sale of the
Registrable Securities pursuant to the Registration Statement and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any investigation made
by or on behalf of any Indemnified Party.



ARTICLE VI

PAYMENT OF TAXES




Section 6.1 Payment of Taxes.




     The Company shall pay all documentary stamp taxes attributable to the initial issuance of
Warrant Shares upon the exercise of Warrants; provided, that the Company shall not be
required to pay any tax or taxes that may be payable in respect of any transfer involved in the
issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that
of the registered Holder of a Warrant Certificate surrendered upon the exercise of a Warrant.



ARTICLE VII

RESERVATION OF WARRANT SHARES; REGISTRATION OF WARRANT SHARES




Section 7.1 Reservation of Warrant Shares.




     The Company shall at all times reserve and keep available, free from preemptive rights, and
free from all taxes, liens, charges, encumbrances and security interests, out of the aggregate of
its authorized but unissued Common Stock and/or the authorized and issued Common Stock held in its
treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon



- 35 -









 




exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable
upon the exercise of all outstanding Warrants.




Section 7.2 Registration of Warrant Shares.




     The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer
Agent”) and every subsequent transfer agent for any shares of the Common Stock issuable upon
the exercise of any of the rights of purchase aforesaid shall be irrevocably authorized and
directed at all times to reserve such number of authorized shares of Common Stock as shall be
required for such purpose. The Company shall keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the Common Stock issuable
upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is
hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock
certificates required to honor outstanding Warrants upon exercise thereof in accordance with the
terms of this Agreement. The Company shall supply such Transfer Agent with duly executed
certificates for such purposes and shall provide or otherwise make available any cash which may be
payable as provided in Section 9.1 hereof. The Company shall furnish such Transfer Agent a
copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder
pursuant to Section 10.1 hereof.



     The Company covenants that all Warrant Shares issued upon exercise of Warrants shall, upon
issue, be fully paid, free of preemptive rights and free from all taxes, liens, charges,
encumbrances and security interests with respect to the issuance thereof.



ARTICLE VIII

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE




Section 8.1 Adjustment for Change in Shares of Common Stock.




     If the Company (i) pays a dividend or makes a distribution on its Common Stock payable in its
Common Stock, (ii) subdivides its outstanding Common Stock into a greater number of shares, (iii)
combines its outstanding Common Stock into a smaller number of shares, (iv) makes a distribution on
its Common Stock in shares of its stock other than Common Stock or (v) issues by reclassification
of its Common Stock any shares of its Common Stock, then the Exercise Price and the number of
shares of Common Stock issuable for each Warrant shall be proportionately adjusted
so that the Holder of any Warrant exercised after such action may receive the aggregate number
and kind of shares of Common Stock which such Holder would have owned immediately following such
action assuming the exercise of such Warrant immediately prior to such action, or, if applicable,
the record date for such action.



     No adjustment to the number of Warrant Shares issuable upon the exercise of the Warrants or to
the Exercise Price shall be made for distributions to holders of the Company’s Common Stock to the
extent a corresponding distribution has been made to Holders of Warrants pursuant to Section
8.2.



     The adjustment shall become effective immediately after the record date in the case of a
dividend or distribution and immediately after the effective date in the case of a subdivision,
combination or reclassification.



- 36 -









 





     If, after an adjustment pursuant to the first paragraph in this Section 8.1, a Holder
of a Warrant upon exercise of it may receive shares of two or more classes of Common Stock of the
Company, the Company shall determine, in good faith, the allocation of the adjusted Exercise Price
between the classes of Common Stock. After such allocation, the exercise privilege and the
Exercise Price of each class of Common Stock shall after such action be subject to adjustment on
terms comparable to those applicable to Common Stock in this ARTICLE VIII. Such adjustment
shall be made successively whenever any event listed above shall occur.



Section 8.2 Distributions.




     If the Company distributes to holders of its Common Stock (by redemption or otherwise) any of
its assets (including cash), debt, or preferred stock or any rights or warrants to purchase assets
(including cash), debt, or preferred stock or other securities of the Company (including Common
Stock), the Company shall make the same distribution to Holders of Warrants as it makes to holders
of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are
exercisable.



Section 8.3 Adjustment for Common Stock Issuance.




     In the event that at any time or from time to time the Company shall issue shares of Common
Stock for a consideration per share that is less than the Fair Market Value per share of Common
Stock as of the issuance date of such shares, the number of shares of Common Stock issuable upon
the exercise of each Warrant immediately after such issuance date shall be determined by
multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately
prior to such issuance date by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately preceding the issuance of such shares plus the number of
additional shares of Common Stock to be issued in such transaction, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately preceding the date for the
issuance of such shares plus the total number of shares of Common Stock which the aggregate
consideration expected to be received by the Company upon the issuance of such shares would
purchase at the Fair Market Value per share of Common Stock as of the date of such issuance; and,
subject to Section 8.7,
in the event of any such adjustment, the Exercise Price shall be adjusted to a number
determined by dividing the Exercise Price immediately prior to such date of issuance by the
aforementioned fraction; provided, however, that no adjustment to the number of Warrant Shares
issuable upon the exercise of the Warrants or to the Exercise Price shall be made as a result of
(i) the issuance of shares of Common Stock in a Public Equity Offering, (ii) the issuance of shares
of Common Stock (including the exercise of options) to officers, directors or employees of the
Company under the Company’s Third Amended and Restated Equity Incentive Plan (without giving effect
to any amendments after the date hereof to increase the number of shares reserved for issuance
under such plan), (iii) the issuance of shares of Common Stock (including the exercise of options)
to officers, directors or employees of the Company under any plan or any amendment to a plan
approved by the Company’s stockholders at the annual meeting of stockholders in 2012 or thereafter,
(iv) the exercise of the Warrants or (v) the issuance of rights, options, or warrants to acquire
securities convertible, exchangeable or exercisable into Common Stock subject to Section
8.4. Such adjustment shall be made, and shall only become effective, whenever such shares are
issued. No adjustment shall be made pursuant to this Section 8.3 which shall have the
effect of decreasing the number of shares of Common Stock issuable upon exercise of each Warrant or
increasing the Exercise Price. No adjustment to the number of Warrant Shares issuable upon the
exercise of the Warrants or to the Exercise Price shall be made for distributions to holders of the
Company’s Common Stock to the



- 37 -









 




extent an adjustment has been made pursuant to Section 8.1 or
a corresponding distribution has been made to Holders of Warrants pursuant to Section 8.2.




Section 8.4 Issuance of Rights or Options.




     In the event that at any time or from time to time the Company shall issue (i) rights, options
or warrants to acquire (provided, however, that no further adjustment shall be made under
Section 8.3 or this Section 8.4 upon the exercise of such rights, options or
warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however,
that no further adjustment shall be made under Section 8.3 or this Section 8.4
upon the conversion or exchange of such securities (other than issuances specified in clauses (i)
or (ii) which are made as the result of anti-dilution adjustments in such securities)), Common
Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price
per share that is less than the Fair Market Value per share of Common Stock in effect immediately
prior to such issuance, the number of shares of Common Stock issuable upon the exercise of each
Warrant immediately after such issuance shall be determined by multiplying the number of shares of
Common Stock issuable upon exercise of each Warrant immediately prior to such issuance by a
fraction, the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or securities plus the number
of additional shares of Common Stock offered for subscription or purchase or into which such
securities are convertible or exchangeable, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to the issuance of such rights, options,
warrants or securities plus the total number of shares of Common Stock which the aggregate
consideration expected to be received by the Company upon the exercise, conversion or exchange of
such rights, options, warrants or securities would purchase at the Fair Market Value per share of
Common Stock as of the record date; and, subject to Section 8.7 in the event of any such
adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise
Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment
shall be made, and shall only become effective, whenever such rights, options, warrants or
securities are issued. No adjustment shall be made pursuant to this Section 8.4
which shall have the effect of decreasing the number of shares of Common Stock issuable upon
exercise of each Warrant or increasing the Exercise Price.



     Notwithstanding any other provision of this Section 8.4, no adjustment shall be made
pursuant to this Section 8.4 as a result of any such issuance in connection with (i) an
issuance in a Public Equity Offering, (ii) an issuance to officers, directors or employees of the
Company under the Company’s Third Amended and Restated Equity Incentive Plan (without giving effect
to any amendments after the date hereof to increase the number of shares reserved for issuance
under such plan), (iii) an issuance to officers, directors or employees of the Company under any
plan or any amendment to a plan approved by the Company’s stockholders at the annual meeting of
stockholders in 2012 or thereafter or (iv) the exercise of the Warrants. No adjustment to the
number of Warrant Shares issuable upon the exercise of the Warrants or to the Exercise Price shall
be made for distributions to holders of the Company’s Common Stock to the extent an adjustment has
been made pursuant to Section 8.1 or a corresponding distribution has been made to Holders
of Warrants pursuant to Section 8.2.



Section 8.5 Fundamental Transaction; Liquidation.




     (a) If the Company effects any capital reorganization, recapitalization or conversion
(statutory or otherwise) or consolidates or merges with or into, or transfers or leases all or



- 38 -









 




substantially all its assets to, any Person (a “Fundamental Transaction”), upon
consummation of such transaction the Warrants shall automatically become exercisable for the kind
and amount of securities, cash or other assets which the Holder of a Warrant would have owned
immediately after such Fundamental Transaction if the Holder had exercised the Warrant immediately
before the consummation of such Fundamental Transaction, without duplication with any other
provision of this Article VIII.




     (b) Except as provided in Section 8.5(c), in the event of any Fundamental Transaction,
the Company shall cause effective provisions to be made so that, in lieu of Common Stock issuable
upon exercise of a Warrant as of immediately prior to such Fundamental Transaction, the Warrants
thereafter shall be exercisable for the kind of securities or other property which such Holder
would have been entitled to receive upon or as a result of such Fundamental Transaction had such
Warrant been exercised immediately prior to such event, without duplication with any other
provision of this Article VIII. Unless Section 8.5(c) is applicable to a
Fundamental Transaction, the provisions of this Agreement shall be appropriately adjusted so as to
be applicable, as nearly as may reasonably be, to any securities or other property thereafter
deliverable upon exercise of the Warrants.



     (c) In the event of (i) a Fundamental Transaction where consideration to the holders of Common
Stock in exchange for their shares is payable solely in cash or (ii) the dissolution, liquidation
or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon
surrender of their Warrant Certificates, such cash distributions on an equal basis with the holders
of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had
been exercised immediately prior to such event, less the Exercise Price, and such Warrants shall no
longer be exercisable after such date. In the event of any combination described in this
Section 8.5, the surviving or acquiring Person and, in the event of any dissolution,
liquidation or winding-up of the Company, the Company, shall deposit with the Warrant Agent upon
consummation of such event the funds, if any, necessary to pay the Holders of the Warrants the
amounts to which they are entitled as described above. After such funds and the surrendered
Warrant Certificates are received, the Warrant Agent shall make payment to the Holders by
delivering a check in such amount as is appropriate (or, in the case of consideration other than
cash, such other consideration as is appropriate) to such Person or Persons as it may be directed
in writing by the Holders surrendering such Warrants.



Section 8.6 Superseding Adjustment.




     Upon the expiration of any rights, options, warrants or conversion or exchange privileges
which resulted in adjustments pursuant to this ARTICLE VIII, if any thereof shall not have
been exercised, the number of Warrant Shares issuable upon the exercise of each Warrant shall be
readjusted pursuant to the applicable section of ARTICLE VIII as if (i) the only shares of
Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange
privileges were the shares of Common Stock, if any, actually issued upon the exercise of such
rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock
actually issued, if any, were issuable for the consideration actually received by the Company upon
such exercise plus the aggregate consideration, if any, actually received by the Company for the
issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges
whether or not exercised and the Exercise Price shall be readjusted inversely.



Section 8.7 Minimum Adjustment.






- 39 -









 








     The adjustments required by the preceding sections of this ARTICLE VIII shall be made
whenever and as often as any specified event requiring an adjustment shall occur, except that no
adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of
the Warrants that would otherwise be required shall be made unless and until such adjustment either
by itself or with other adjustments not previously made increases or decreases by at least two
percent (2%) the Exercise Price or the number of shares of Common Stock issuable upon exercise of
the Warrants immediately prior to the making of such adjustment. Any adjustment representing a
change of less than such minimum amount shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this ARTICLE VIII and not
previously made, would result in a minimum adjustment or, if earlier, upon the exercise of the
Warrant or an event described in Section 8.5(c). Except as set forth in Section
8.1, for the purpose of any adjustment, any specified event shall be deemed to have occurred at
the close of business on the date of its occurrence. In computing adjustments under this
ARTICLE VIII, fractional interests in Common Stock shall be taken into account to the
nearest one-hundredth of a share.



Section 8.8 Limitation on Adjustments.




     Notwithstanding any other provisions of this ARTICLE VIII, the adjustments required by
the preceding sections of this ARTICLE VIII shall be made only to the extent that such
adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants will not
result in the
issuance of shares of Common Stock in excess of 19.9% of the shares of Common Stock issued and
outstanding on the date hereof.



Section 8.9 Form of Warrants.




     Irrespective of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may
continue to express the same price and number and kind of shares as are stated in the Warrants
initially issuable pursuant to this Agreement.



Section 8.10 Calculation of Consideration.




     For purposes of any computation respecting consideration received pursuant to this ARTICLE
VIII, the following shall apply:



     (a) in the case of the issuance of additional Common Stock for cash, the consideration shall
be the amount of such cash, provided that in no case shall any deduction be made for any
commissions, discounts or other expenses incurred by the Company for any underwriting of the issue
or otherwise in connection therewith; and



     (b) in the case of the issuance of securities convertible into or exchangeable or exercisable
for Common Stock, the aggregate consideration received therefor shall be deemed to be the
consideration received by the Company for the issuance of such securities plus the additional
minimum consideration, if any, to be received by the Company upon the conversion, exchange or
exercise thereof (exclusive of the securities so converted, exchanged or exercised) (the
consideration in each case to be determined in the same manner as provided in subsection (a) of
this Section 8.10).



- 40 -









 





ARTICLE IX

FRACTIONAL SHARES




Section 9.1 Fractional Shares.




     The Company shall not issue fractional Warrant Shares on the exercise of Warrants. If more
than one Warrant shall be presented for exercise in full at the same time by the same Holder, the
number of full Warrant Shares that shall be issuable upon the exercise thereof shall be computed on
the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so
presented. If any fraction of a Warrant Share would, except for the provisions of this Section
9.1, be issuable on the exercise of any Warrants (or specified portion thereof), the Company
shall pay an amount in cash equal to the Fair Market Value per Warrant Share, as determined on the
day immediately preceding the date such Warrant is presented for exercise, multiplied by such
fraction, computed to the nearest whole U.S. cent, less a corresponding fraction of the Exercise
Price, all as determined by the Company. For the avoidance of doubt, the Warrant Agent shall not
be obligated to determine the Fair Market Value hereunder or to determine the Exercise Price or to
engage in any other calculation.



ARTICLE X

NOTICES TO WARRANT HOLDERS




Section 10.1 Notices to Warrant Holders.




     (a) Upon any adjustment of the Exercise Price pursuant to ARTICLE VIII hereof, the
Company shall promptly thereafter (i) cause to be filed with the Warrant Agent a certificate signed
by an officer of the Company setting forth the Exercise Price after such adjustment and setting
forth in reasonable detail the method of calculation and the facts upon which such calculations are
based and setting forth the number of Warrant Shares (or portion thereof) issuable after such
adjustment in the Exercise Price, upon exercise of a Warrant and payment of the adjusted Exercise
Price, which certificate shall be conclusive evidence of the correctness of the matters set forth
therein, and (ii) the Warrant Agent shall cause to be given to each of the registered Holders of
Warrants at the address appearing on the Warrant register for each such registered Holder written
notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice
may be given in advance and included as a part of the notice required to be mailed under the other
provisions of this Section 10.1.



     (b) In the event:




     (i) of any Fundamental Transaction to which the Company is a party, or of any
reclassification or change of Common Stock issuable upon exercise of the Warrants (other
than a change in par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), or a tender offer or exchange offer
by the Company for Common Stock;




     (ii) of any taking by the Company or its Board of Directors of a record of the holders
of Common Stock for the purpose of determining the holders thereof who are entitled to
receive any distribution or dividend of any kind or to participate in any redemption; or




     (iii) of the voluntary or involuntary dissolution, liquidation or winding up of the
Company,



- 41 -









 




then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each
registered Holder of Warrants at his address appearing on the Warrant register, at least ten
Business Days prior to the applicable record date hereinafter specified (or in the case of events
for which there is no record date, at least ten Business Days prior to such event), by electronic
transmission or first-class mail, postage prepaid, a written notice stating the date such event
will occur and, to the extent applicable, (x) the date as of which the Holders of record of Common
Stock to be entitled to receive any such dividend or distribution or participate in any such
redemption are to be determined, (y) the initial expiration date set forth in any tender offer or
exchange offer for Common Stock or (z) the date on which any such Fundamental Transaction,
dissolution, liquidation or winding up is expected to become effective or consummated, and the date
as of which it is expected that holders of record of Common Stock shall be entitled to exchange
such shares for securities or other property, if any, deliverable upon such Fundamental
Transaction, reclassification, dissolution, liquidation or winding up. The failure to give the
notice required by this Section 10.1 or any defect therein shall not affect the legality or
validity of any Fundamental Transaction, distribution, right, option, warrant, dissolution,
liquidation or winding up, or the vote upon any action.




     (c) Nothing contained in this Agreement or in any of the Warrant Certificates shall be
construed as conferring upon the Holders of Warrants or holders of Common Stock the right to vote
or to consent or to receive notice as shareholders in respect of the meetings of shareholders or
the election of directors of the Company or any other matter, or any rights whatsoever as
shareholders of the Company.



     (d) Except for the rights of Holders of Warrants to receive distributions and participate in
redemptions, if any, as provided in Section 8.2, nothing contained in this Agreement or in
any of the Warrant Certificates shall be construed as conferring upon the Holders of Warrants or
holders of Common Stock the right to receive any dividend from the Company.



ARTICLE XI

AGENTS




Section 11.1 Agents.




     Each Agent only undertakes the duties and obligations expressly imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the Holders of Units or Warrants,
by their acceptance thereof, shall be bound and no duties or obligations shall be implied against
the Unit Agent or Warrant Agent beyond those specifically set forth herein:



     (a) The statements contained herein and in the Unit Certificates or Warrant Certificates shall
be taken as statements of the Company, and each Agent assumes no responsibility for the correctness
of any of the same except such as describe the applicable Agent or action taken or to be taken by
it. Each Agent assumes no responsibility with respect to the distribution of the Unit Certificates
or Warrant Certificates except as herein otherwise provided.



     (b) Each Agent shall not be responsible for any failure of the Company to comply with any of
the covenants contained in this Agreement or in the Unit Certificates or Warrant Certificates to be
complied with by the Company.



     (c) Each Agent may consult at any time with counsel satisfactory to it (who may be counsel for
the Company) and the Agent shall incur no liability or responsibility to the Company or



- 42 -









 




to any
Holder of any Unit Certificate or Warrant Certificate in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the written opinion or the written
advice of such counsel. The Agents shall not be liable for any error of judgment made in good
faith by any officer within its corporate trust department or a Person performing similar
functions, unless it is proved in a court of competent jurisdiction that the Agent was grossly
negligent or engaged in willful misconduct in ascertaining the pertinent facts. The Agents shall
not be liable with respect to any action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to this Agreement or which it reasonably believes to be
authorized or within its rights or powers under this Agreement. The Agents may act through their
attorneys and agents and shall not be responsible for the misconduct or negligence of any agent
appointed with due care. The duties of the Agents shall be determined solely by the express
provisions of this Agreement and the Agents need perform only those duties as are specifically set
forth in this Agreement and no covenants or obligations shall be implied in or read into this
Agreement against the Agents. The permissive right of the Agents to take any action under this
Agreement shall not be construed as a duty to so act. The
Agents may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys, and the Agents shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed by it with due care
hereunder.




     (d) The Agents shall incur no liability or responsibility to the Company or to any Holder of
any Unit Certificate or Warrant Certificate for any action taken or not taken in reliance on any
Unit Certificate or Warrant Certificate, stock certificate or other written evidence of
indebtedness, notice, resolution, waiver, statement, instrument, opinion, report, request,
direction, consent, order, certificate, or other paper, document or instrument believed by it to be
genuine and to have been signed, sent or presented by the proper party or parties. The Agents
shall not be bound to make any investigation into the facts or matters stated in any such Unit
Certificate or Warrant Certificate, stock certificate or other evidence of indebtedness, notice,
resolution, waiver, statement, instrument, opinion, report, request, direction, consent, order,
certificate or other paper or document, but the Agent, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and if the Agent shall
determine to make such further inquiry or investigation, it shall be entitled, upon reasonable
written notice to the Company and during normal business hours, to examine the books, records and
premises of the Company, personally or by agent or attorney and to consult with the officers and
representatives of the Company, including the Company’s accountants and attorneys.



     (e) The Company agrees to pay promptly to the Agents reasonable compensation for all services
rendered by the Agents in the execution of this Agreement, to reimburse promptly the Agents for all
expenses, taxes and governmental charges and other charges of any kind and nature incurred by the
Agents in the execution of this Agreement (including fees and expenses of counsel). The Company
shall indemnify the Agents against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its duties under this
Agreement, including the costs and expenses of enforcing this Agreement against the Company and
defending itself against any claim (whether asserted by the Company or any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be attributable to its
gross negligence or bad faith. The applicable Agent shall notify the Company promptly of any claim
for which such Agent may seek indemnity. Failure by the Agent to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the claim and the
applicable Agent shall cooperate in the defense; provided, that any settlement of a claim
shall be



- 43 -









 




approved in writing by the Agent such approval not to be unreasonably withheld,
conditioned or delayed. The Agents may have separate counsel, and the Company shall pay the
reasonable fees and expenses of such counsel, if the Agent is advised by counsel that
representation of the Company and the Agent by a single counsel would pose a conflict of interest
in such representation. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld, conditioned or delayed. The rights, privileges,
protections, immunities and benefits given to the Agent, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Agents in each of their
capacities hereunder, including each Agent’s officers, directors, agents and employees, and each
agent, custodian and other Person employed to act hereunder.




     (f) The Agents shall be under no obligation to institute any action, suit or legal proceeding
or to take any other action likely to involve expense unless the Company or one or more registered
Holders of Units or Warrants shall furnish the applicable Agent with security and
indemnity reasonably satisfactory to it for any costs and expenses which may be incurred, but
this provision shall not affect the power of the Agents to take such action as it may consider
proper, whether with or without any such security or indemnity. All rights of action under this
Agreement or under any of the Units or Warrants may be enforced by the applicable Agent without the
possession of any of the Unit Certificates or Warrant Certificates or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by
the Agent shall be brought in its name as Agent and any recovery of judgment shall be for the
ratable benefit of the registered Holders of the Units or Warrants, as applicable, as their
respective rights or interests may appear. Notwithstanding any of the provisions of this
Agreement, any Holder of a Unit or Warrant, without the consent of the Agent, may, in and for its
own behalf, enforce, and may institute and maintain any suit, action or proceeding against the
Company suitable to enforce its right to exercise its Units or Warrants in the manner provided in
such Units or Warrants and in this Agreement.



     (g) Each Agent, and any member, director, officer or employee of it, may buy, sell or deal in
any of the Units or Warrants or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not an Agent under this Agreement.
Nothing herein shall preclude the Agents from acting in any other capacity for the Company or for
any other legal entity.



     (h) The Agents shall act hereunder solely as agent for the Company, and their duties shall be
determined solely by the provisions hereof. The Agents do not assume any obligation or
relationship of agency or trust for or with any Holder of the Units or Warrants. The Agents shall
not be liable for anything which it may do or refrain from doing in connection with this Agreement
except for its own gross negligence, willful misconduct or bad faith.



     (i) The Agents shall not be required to risk or expend their own funds or otherwise incur any
liability (financial or otherwise) on the performance of its obligations and duties hereunder. The
Agents shall not be required to give any bond or surety in respect of the performance or exercise
of their powers or duties hereunder.



     (j) The obligations of the Company under this Section 11.1 shall survive the exercise
and the expiration of the Unit Certificates or Warrant Certificates, as applicable, the resignation
and removal of the Agents or the termination of this Agreement.



- 44 -









 





     (k) The Agents shall not be under any liability for interest on, and shall not be required to
invest, any monies at any time received by it pursuant to any of the provisions of this Agreement
or of the Unit Certificates or Warrant Certificates. Money and assets held in trust by the Agents
need not be segregated from other funds or assets held by the Agents except to the extent required
by law.



     (l) Neither Agent under this Agreement shall be personally liable for any action or omission
of any predecessor or successor Agent.



     (m) As a condition to taking any action requested by the Company under this Agreement, the
Agents may request a certificate of an officer of the Company to the effect that the requested
action complies with the applicable provisions of this Agreement.



     (n) The Agents shall not incur any liability with respect to the validity of this Agreement
(except as to the due execution hereof by the Agents) or any Unit Certificate or Warrant
Certificate (except as to the countersignature thereof by the applicable Agent).



     (o) The Agents shall not be responsible for any of the recitals or representations contained
herein (except as to such statements or recitals that describe the applicable Agent or action taken
or to be taken by it) or in any Unit Certificate or Warrant Certificate (except as to the Agent’s
countersignature on such Unit Certificate or Warrant Certificate).



Section 11.2 Merger, Consolidation or Change of Name of Agent.




     (a) Any corporation into which an Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which an Agent shall be a party, or
any corporation succeeding to the business of an Agent, shall be the successor to the applicable
Agent hereunder without the execution or filing of any paper or any further act on the part of any
of the parties hereto. In case at the time such successor to an Agent shall succeed to the agency
created by this Agreement, and in case at that time any of the Unit Certificates or Warrant
Certificates shall have been countersigned but not delivered, any such successor to an Agent may
adopt the countersignature of the original Agent; and in case at that time any of the Unit
Certificates or Warrant Certificates shall not have been countersigned, any successor to an Agent
may countersign such Unit Certificates or Warrant Certificates either in the name of the
predecessor Agent or in the name of the successor to the Agent; and in all such cases such Unit
Certificates or Warrant Certificates shall have the full force and effect provided in the Unit
Certificates or Warrant Certificates and in this Agreement.



     (b) In case at any time the name of an Agent shall be changed and at such time any of the Unit
Certificates or Warrant Certificates shall have been countersigned but not delivered, the Agent
whose name has been changed may adopt the countersignature under its prior name, and in case at
that time any of the Unit Certificates or Warrant Certificates shall not have been countersigned,
the applicable Agent may countersign such Unit Certificates or Warrant Certificates either in its
prior name or in its changed name, and in all such cases such Unit Certificates or Warrant
Certificates shall have the full force and effect provided in the Unit Certificates or Warrant
Certificates and in this Agreement.



Section 11.3 Change of Agent.




- 45 -









 








     If any Agent shall resign or become incapable of acting as an Agent, the Company shall appoint
a successor to such Agent. An Agent shall provide at least 60 days notice before any resignation.
If the Company shall fail to make such appointment within a period of 30 days after it has been
notified in writing of such incapacity by an Agent or by the registered Holder of a Unit
Certificate or Warrant Certificate, then the registered Holder of any Unit or Warrant and the
applicable Agent may apply to any court of competent jurisdiction for the appointment of a
successor to the Agent. Pending appointment of a successor to such Agent, either by the Company or
by such a court, the duties of the Agent shall be carried out by the Company. After appointment,
the successor to the Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been
originally named as Agent without further act or deed; provided, that the former Agent
shall deliver and transfer to the successor to such Agent any property at the time held by it
hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose upon written request therefor. Failure to give any notice provided for in this Section
11.3, however, or any defect therein, shall not affect the legality or validity of the
appointment of a successor to the Agent.



ARTICLE XII

REPORTS




Section 12.1 Reports.




     (a) The Company agrees with each Holder, for so long as any Warrants or Warrant Shares remain
outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner
of Warrants or Warrant Shares in connection with any sale thereof and any prospective purchaser of
such Warrants or Warrant Shares designated by such Holder or beneficial owner, the information
required by Rule 144(A)(d)(4) under the Securities Act in order to permit resales of such Warrants
or Warrant Shares pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange
Act, to make all filings required thereby in a timely manner in order to permit resales of such
Warrants or Warrant Shares pursuant to Rule 144A.



     (b) The Company shall provide the Warrant Agent with a sufficient number of copies of all such
reports that the Company may be required to deliver to the Holders of the Warrants and the Warrant
Shares under this Section 12.1.



ARTICLE XIII

CUSIP NUMBERS




Section 13.1 CUSIP Numbers.




     A CUSIP number shall be printed on the Units and Warrants, and the applicable Agent shall use
the CUSIP number in notices of redemption, purchase or exercise as a convenience to Holders;
provided, that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed in the notice or on the Units or Warrants and
that reliance may be placed only on the other identification numbers printed on the Units or
Warrants. The Company shall promptly notify the applicable Agent of any change in the CUSIP
number.




- 46 -











 





ARTICLE XIV

MISCELLANEOUS




Section 14.1 Notices to Company and Agent.




     Any notice or demand authorized by this Agreement to be given or made by the Agents or by the
registered Holder of any Warrant or Unit to or on the Company shall be sufficiently given or
made when received if deposited in the mail, first class or registered, postage prepaid,
addressed (until another address is filed in writing by the Company with the applicable Agent) as
follows:


Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054

Attention:      Chief Financial Officer



with a copy to:



Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Attention: Dennis M. Myers, P.C.

                  Elisabeth M. Martin




     In case the Company shall fail to maintain such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the corporate trust office of the applicable Agent.



     Any notice pursuant to this Agreement to be given by the Company or by the registered
Holder(s) of any Warrant to the Warrant Agent shall be sufficiently given when and if deposited in
the mail, first-class or registered, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company) to and received by the Warrant Agent at its
corporate trust office as follows:


U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Attention:      Richard Prokosch




     Any notice pursuant to this Agreement to be given by the Company or by the registered
Holder(s) of any Unit to the Unit Agent shall be sufficiently given when and if deposited in the
mail, first-class or registered, postage prepaid, addressed (until another address is filed in
writing by the Unit Agent with the Company) to and received by the Unit Agent at its corporate
trust office as follows:


U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Attention:      Richard Prokosch




-47-









 








     Notwithstanding anything to the contrary herein, as long as the Holder is the Depository Trust
Company or its nominee, the Warrant Agent or Unit Agent, as applicable, may make delivery of any
notices required hereunder by electronic mail in accordance with accepted practices at the
Depository Trust Company.



Section 14.2 Supplements and Amendments




     The Company and the Agents may from time to time supplement or amend this Agreement without
the approval of any Holders of Units or Warrants in order to cure any ambiguity or inconsistency,
provided that such amendment does not adversely affect the rights of the Holders of Units or
Warrants, or to effect any adjustments of the Company’s obligations hereunder under the
circumstances described in Section 8.5. Any other amendment or supplement to this
Agreement shall require the written consent of the Holders of a majority of the then outstanding
Units, in the case of any amendment or supplement affecting the Units, or Warrants, in the case of
any amendment or supplement affecting the Warrants, (excluding Units or Warrants held by the
Company or any of its Affiliates). The consent of each Holder of Units or Warrants affected shall
be required for any amendment pursuant to which the Exercise Price would be increased or the number
of Warrant Shares purchasable upon exercise of Units or Warrants would be decreased (other than
pursuant to adjustments provided in this Agreement).



Section 14.3 Successors.




     All the covenants and provisions of this Agreement by or for the benefit of the Company or the
Agents shall bind and inure to the benefit of their respective successors and assigns hereunder.



Section 14.4 Termination.




     This Agreement shall terminate at 5:00 p.m., New York City time on August 4, 2019.
Notwithstanding the foregoing, this Agreement shall terminate on any earlier date if all Warrants
have been exercised; provided, that the provisions of ARTICLE V and Section 12.1
shall survive any termination until no Registratble Securities are held by the Holders. The
provisions of Section 5.6, Section 11.1 and ARTICLE XIV shall survive any
such termination.



Section 14.5 Governing Law.




     (a) This Agreement and each Unit Certificate or Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of New York, and for all purposes shall be
governed by, and construed and enforced in accordance with, the internal laws of said State.



     (b) Each of the parties hereto irrevocably consents to the non-exclusive jurisdiction of
Supreme Court of New York, New York County and the United States District Court for the Southern
District of New York, New York County and waives trial by jury in any action or proceeding with
respect to this Agreement.



Section 14.6 Benefits of This Agreement




     Nothing in this Agreement shall be construed to give to any Person other than the Company, the
Agents, the registered Holders of Units or Warrants any legal or equitable right, remedy or claim
under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company,



-48-









 







the Agents, such third-party beneficiaries referred to in Section 2.3 or Section
3.3, and the registered Holders of Units or Warrants.



Section 14.7 Counterparts




     This Agreement may be executed in any number of counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.



**The remainder of this page intentionally left blank.**




-49-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	 	Name:  	Chad M. Utrup 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Unit Agent

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Warrant Agent

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Warrant and Unit Agreement





 









 





EXHIBIT A




FORM OF GLOBAL UNIT CERTIFICATE




[Global Unit Legend]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE WARRANT AND UNIT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.



[Restricted Unit Legend]




     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT, AND ANY
ACCOUNT FOR WHICH IT IS ACTING, (A)(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT), (II) IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) IS AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT
AND (B) THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, IF
APPLICABLE; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE, AS DEFINED BELOW, (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR
TO SUCH TRANSFER, FURNISHES THE UNIT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE
UNIT AGENT) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS
THAN $250,000, AN OPINION OF



 









 







COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
(IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE. THE RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE: (1) THAT IS AT LEAST ONE
YEAR AFTER THE ISSUE DATE; AND (2) ON WHICH THE COMPANY INSTRUCTS THE TRUSTEE THAT THIS RESTRICTED
UNIT LEGEND SHALL BE DEEMED REMOVED FROM THIS SECURITY, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED
IN THE INDENTURE RELATING TO THIS SECURITY. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH PARAGRAPH 2(A)(V) ABOVE , THE COMPANY AND THE UNIT AGENT RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT.
NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.



[Unit Legend]




     EACH UNIT CONSISTS OF BOOK-ENTRY INTERESTS REPRESENTING $1,000 PRINCIPAL AMOUNT OF 11% / 13%
THIRD LIEN SENIOR SECURED NOTES DUE 2013 (THE “THIRD LIEN NOTE”) OF COMMERCIAL VEHICLE
GROUP, INC. (THE “COMPANY”) AND 17.68588 WARRANTS (THE “WARRANTS”) TO PURCHASE
SHARES OF COMMON STOCK OF THE COMPANY. THE THIRD LIEN NOTE AND THE WARRANTS WILL NOT BE SEPARATELY
TRANSFERABLE BY A HOLDER OF THE UNIT UNTIL THE SEPARATION DATE.




 









 








COMMERCIAL VEHICLE GROUP, INC.




UNIT CERTIFICATE




CUSIP No. [202608 AD7 / U20096 AB6 / 202608 AH8]

Global Unit Certificate No. [144A/Reg S/IAI]




Units, Each Consisting of

Book-Entry Interests Representing $1,000 Principal Amount of 11% / 13% Third Lien Senior

Secured Notes due 2013

of Commercial Vehicle Group, Inc.

and 17.68588 Warrants to Purchase 17.68588 Shares of Common Stock

of Commercial Vehicle Group, Inc.




     Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”) hereby
certifies that Cede & Co., or its registered assigns, is the registered owner of the number of
Units listed on Schedule A attached hereto, transferable only on the books of the Company by the
holder thereof in person or by his or her duly authorized attorney, on surrender of this Unit
Certificate properly endorsed. This Unit Certificate is issued pursuant to the Warrant and Unit
Agreement, dated as of August 4, 2009 (the “Warrant and Unit Agreement”; unless otherwise
defined herein, terms defined in the Warrant and Unit Agreement are used herein as defined therein)
among the Company, U.S. Bank National Association, as Unit Agent (the “Unit Agent”) and as
Warrant Agent, and is subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this Unit consents to by acceptance hereof.



     Each Unit consists of (i) book-entry interests representing $1,000 principal amount of 11% /
13% Third Lien Senior Secured Notes due 2013 (the “Third Lien Notes”) of the Company and
(ii) 17.68588 Warrants to purchase 17.68588 shares of Common Stock, par value $0.01 per share (the
“Warrants”), of the Company, at an exercise price of $0.35 per Warrant Share (as defined in
the Warrant and Unit Agreement).



     The book-entry interests representing the Third Lien Notes and the Warrants will not be
separately transferable until requested by the Holder on or after the date of issuance of the
Units. The date on which an event listed in the preceding sentence occurs is referred to as the
“Separation Date.”



 









 





     IN WITNESS WHEREOF, the Company has caused this Unit Certificate to be duly signed below.



DATED:




	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Countersigned:




U.S. BANK NATIONAL ASSOCIATION

as Unit Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Richard Prokosch
	 	 
	 

	 	Title: Vice President	 	 







 









 








ASSIGNMENT FORM




     If you, the Holder, want to assign this Unit, fill in the form below and have your signature
guaranteed:


I or we assign and transfer this Unit to:




      




      




      




      




      




      



(Print or type name, address and zip code and

social security or tax ID number of assignee)



and irrevocably appoint                                         , agent to transfer this Unit on the
books of Commercial Vehicle Group, Inc. The agent may substitute another to act for him.




	 	 	 	 	 	 	 
	Dated:                                         

	 	Signed:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on the other side
of this Unit)
	 	 





Signature Guarantee:




	 	 	 	 	 
	 

Signature must be guaranteed

	 	 

Signature
	 	 






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



      




 









 





SCHEDULE A




SCHEDULE OF NUMBER OF UNITS




     The initial number of Units of this Global Unit Certificate is ___. The following increases
and decreases in this Global Unit Certificate have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 
	 	 	 	 	 	 	Units of	 	 
	 	 	Amount of	 	Amount of	 	this Global	 	 
	 	 	decrease in	 	increase in	 	Unit	 	Signature of
	 	 	number of	 	number of	 	following	 	authorized
	Date of	 	Units of this	 	Units of this	 	such decrease/	 	signatory of
	decrease/increase	 	Global Unit	 	Global Unit	 	increase	 	Unit Agent
	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER FOR UNITS




Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054




U.S. Bank National Association, as Unit Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Facsimile:

Attention:      Richard Prokosch




	 	 	 	 	 
	 

	 	Re:
	 	Units, Each Consisting of Book-Entry Interests representing $1,000 Principal
Amount of 11% / 13% Third Lien Senior Secured Notes due 2013 of Commercial Vehicle
Group, Inc. and 17.68588 Warrants to Purchase 17.68588 shares of Common Stock of
Commercial Vehicle Group, Inc. (the “Units”)






     Reference is hereby made to the Warrant and Unit Agreement, dated as of August 4, 2009 (the
“Warrant and Unit Agreement”), between Commercial Vehicle Group, Inc., a Delaware
corporation (the “Company”), and U.S. Bank National Association, as unit agent (in such
capacity, the “Unit Agent”) and as warrant agent. Capitalized terms used but not defined
herein shall have the meanings given them in the Warrant and Unit Agreement.



     This letter relates to ___Units beneficially held through interests in the [Rule 144A/Reg
S/IAI] Global Unit (CUSIP No. ___) with DTC in the name of                                          (the
“Transferor”) account no.                     . The Transferor hereby requests that on [INSERT DATE]
such beneficial interest in the [Rule 144A/Reg S/IAI] Global Unit be transferred or exchanged for
an interest in the [Rule 144A/Reg S/IAI] Global Unit (CUSIP No. ___) in the same amount and
transferred to                                          (the “Transferee”), account no.                     .



     In connection with any transfer of any of the Units evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(b)(1) under the Securities Act after
the later of the date of original issuance of such Units and the last date, if any, on which such
Units were owned by the Company or any Affiliate of the Company, the undersigned confirms that such
Units are being transferred in accordance with its terms:


CHECK ONE BOX BELOW




	 	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	o
	 	to the Company; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	pursuant to an effective registration statement under the Securities Act of
1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	o
	 	inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or






 









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	o
	 	outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(5	)	 	o
	 	pursuant to the exemption from registration provided by Rule 144 under the
Securities Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(6	)	 	o
	 	to an institutional “accredited investor” (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the
Unit Agent a signed letter in the form of Exhibit D to the Warrant and Unit
Agreement containing certain representations and agreements.






     Unless one of the boxes is checked, the Unit Agent will refuse to register any of the Units
evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (4) is checked, the Unit Agent shall be entitled to
require, prior to registering any such transfer of the Units, such legal opinions, certifications
and other information as the Company has reasonably requested to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such
Act.



	 	 	 	 	 	 	 
	Dated:                                        
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Telephone No.:	 	 
	 
	 	 	 	 	 	 
	Please print name and address
	 	 	 	 	 	 
	(including zip code number):
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





 









 





TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Unit for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 
	Dated:                                         

	 	 

To be executed by an executive officer
	 	 






 









 





EXHIBIT C




FORM OF CERTIFICATE TO BE DELIVERED IN

CONNECTION WITH REGULATION S TRANSFERS




Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054




U.S. Bank National Association, as Unit Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Facsimile:

Attention:      Richard Prokosch




     In connection with our proposed sale of Units of Commercial Vehicle Group, Inc. (the
“Company”), we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:



     1. the offer of the Units was not made to a Person in the United States;



     2. either (a) at the time the buy offer was originated, the transferee was outside the United
States or we and any Person acting on our behalf reasonably believed that the transferee was
outside the United States, or (b) the transaction was executed in, on or through the facilities of
a designated off-shore securities market and neither we nor any Person acting on our behalf knows
that the transaction has been pre-arranged with a buyer in the United States;



     3. no directed selling efforts have been made in the United States in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, as applicable;



     4. the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act;



     5. we have advised the transferee of the transfer restrictions applicable to the Units; and



     6. if the circumstances set forth in Rule 904(c) under the Securities Act are applicable, we
have complied with the additional conditions therein, including (if applicable) sending a
confirmation or other notice stating that the Units may be offered and sold during the restricted
period specified in Rule 903(c)(2) or (3), as applicable, in accordance with the provisions of
Regulation S; pursuant to registration of the Units under the Securities Act; or pursuant to an
available exemption from the registration requirements under the Securities Act.



     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Defined terms used
herein without definition have the respective meanings provided in Regulation S under the
Securities Act.



 









 





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

[Authorized Signatory]
	 	 






     Upon transfer the Units would be registered in the name of the new beneficial owner as
follows:



	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Taxpayer ID Number:
	 	 	 	 
	 

	 	 

	 	 







 









 








EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054




U.S. Bank National Association, as Unit Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Facsimile:

Attention:      Richard Prokosch




	 	 	 	 	 
	 

	 	Re:
	 	Units, Each Consisting of Book-Entry Interests representing $1,000 Principal
Amount of 11% / 13% Third Lien Senior Secured Notes due 2013 of Commercial Vehicle
Group, Inc. and 17.68588 Warrants to Purchase 17.68588 shares of Common Stock of
Commercial Vehicle Group, Inc. (the “Units”)






     Reference is hereby made to the Warrant and Unit Agreement, dated as of August 4, 2009 (the
“Warrant and Unit Agreement”), between Commercial Vehicle Group, Inc., a Delaware
corporation (the “Company”), and U.S. Bank National Association, as unit agent (in such
capacity, the “Unit Agent”) and as warrant agent. Capitalized terms used but not defined
herein shall have the meanings given them in the Warrant and Unit Agreement.



     Upon transfer, the Units would be registered in the name of the new beneficial owner as
follows:


Name:                                                             



Address:                                                             



Taxpayer ID Number:                                         




     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501 (a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for
our own account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Units, and we are acquiring the Units not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Units, and we invest in or purchase securities similar to
the Units in the normal course of our business. We, and any accounts for which we are acting, are
each able to bear the economic risk of our or its investment.



     2. We understand that the Units have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf and on behalf of any investor account for which we are purchasing Units to offer, sell or
otherwise transfer such Securities prior to the date that is one year after the later of the date
of original issue and the last date on which the Company or any affiliate of the



 









 







Company was the owner of such Securities (or any predecessor thereto) (the “Resale
Restriction Termination Date”) only (i) to the Company, (ii) in the United States to a Person
whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning of
Rule 501 (a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited
investor purchasing for its own account or for the account of an institutional accredited investor,
in each case in a minimum principal amount of the Securities of $250,000, (iv) outside the United
States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v)
pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if
available) or (vi) pursuant to an effective registration statement under the Securities Act, in
each of cases (i) through (vi) subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times within our or their
control and in compliance with any applicable state securities laws. The foregoing restrictions on
resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Units is proposed to be made pursuant to clause (iii) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Unit Agent, which shall provide,
among other things, that the transferee is an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such
Units for investment purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that the Company and the Unit Agent reserve the right prior to the offer,
sale or other transfer prior to the Resale Restriction Termination Date of the Units pursuant to
clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or
other information reasonably satisfactory to the Company and the Unit Agent.



[Signature on the following page]




 









 








     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 	 	 
	Dated:                                        
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Transferee]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Telephone No.:	 	 
	 
	 	 	 	 	 	 
	Please print name and address
	 	 	 	 	 	 
	(including zip code number):
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





 









 





EXHIBIT E




FORM OF GLOBAL WARRANT CERTIFICATE




[Global Warrant Legend]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE WARRANT AND UNIT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.



[Restricted Warrant Legend]




     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT, AND ANY
ACCOUNT FOR WHICH IT IS ACTING, (A)(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT), (II) IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) IS AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT
AND (B) THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT IF
APPLICABLE; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE, AS DEFINED BELOW, (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR
TO SUCH TRANSFER, FURNISHES THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM
THE WARRANT AGENT) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
SECURITIES LESS THAN $250,000, AN



 









 







OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. THE RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE:
(1) THAT IS AT LEAST ONE YEAR AFTER THE ISSUE DATE; AND (2) ON WHICH THE COMPANY INSTRUCTS THE
TRUSTEE THAT THIS RESTRICTED WARRANT LEGEND SHALL BE DEEMED REMOVED FROM THIS SECURITY, IN
ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE RELATING TO THIS SECURITY. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH PARAGRAPH 2(A)(V) ABOVE , THE COMPANY AND THE
WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



     THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND THIS SECURITY MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.



[Regulation S Warrant Legend]




     THE HOLDER OF THIS SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE, BY ITS
ACCEPTANCE HEREOF, AGREES NOT TO ENGAGE IN ANY HEDGING TRANSACTION UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE,
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR ANY
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THESE LEGENDS.



 









 





COMMERCIAL VEHICLE GROUP, INC.




WARRANT CERTIFICATE




CUSIP No. [202608 113 / U20096 100 / 202608 121]

Warrant Certificate No. [144A/Reg S/IAI]




     This Warrant Certificate certifies that Cede & Co., or its registered assigns, is the
registered holder of the number of Warrants listed on Schedule A attached hereto expiring August 4,
2019 (the “Warrants”) to purchase common stock (the “Common Stock”), of Commercial
Vehicle Group, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the
registered holder during the period commencing at 9:00 a.m., New York City time, on the Separation
Date and ending at 5:00 p.m., New York City time, on August 4, 2019 (as applicable, the
“Exercise Period”), to receive from the Company one share of Common Stock (a “Warrant
Share”) at the initial exercise price (the “Exercise Price”) of $0.35 per share of
Common Stock payable upon surrender of this Warrant Certificate and payment of the Exercise Price
at the office or agency of the Warrant Agent (as hereinafter defined), but only subject to the
conditions set forth herein and in the Warrant and Unit Agreement (as hereinafter defined) referred
to on the reverse hereof. The Exercise Price and number of Warrant Shares issuable upon exercise
of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the
Warrant and Unit Agreement.



     Each Warrant not exercised prior to 5:00 p.m., New York City time, on August 4, 2019 shall
become void.



     Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such
term is used in the Warrant and Unit Agreement.



     This Warrant Certificate shall be governed by and construed in accordance with the internal
laws of the State of New York.



* * * * * * * * *




 









 





     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly signed below.



DATED:




	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Countersigned:




U.S. BANK NATIONAL ASSOCIATION

as Warrant Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Richard Prokosch
	 	 
	 

	 	Title: Vice President	 	 







 









 








[Reverse of Warrant Certificate]




     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants. Warrants not exercised prior to 5:00 p.m., New York City time, on August 4, 2019 shall
become void. The Warrants entitle the holder on exercise to receive shares of Common Stock, and are
issued or to be issued pursuant to a Warrant and Unit Agreement dated as of August 4, 2009 (the
“Warrant and Unit Agreement”), duly executed and delivered by the Company to U.S. Bank
National Association, as the initial warrant agent (the “Warrant Agent”), which Warrant and
Unit Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the Holders (the words “Holders” or
“Holder” meaning the registered holders or registered holder as such names appear in the records of
the Warrant Registrar) of the Warrants. Capitalized terms used but not defined herein have the
meaning ascribed to such terms in the Warrant and Unit Agreement. A copy of the Warrant and Unit
Agreement may be obtained by the Holder hereof upon written request to the Company.



     In order to exercise all or any of the Warrants represented by this Warrant Certificate, the
Holder must (i) surrender this Warrant Certificate to the Company with the form of election to
purchase on the reverse hereof duly completed and executed at the corporate trust office of the
Warrant Agent set forth in Section 14 of the Warrant and Unit Agreement, which signature in the
case of a Holder that is not a QIB shall be medallion guaranteed by an institution which is a
member of a Securities Transfer Association recognized signature guarantee program, and (ii) make
payment to the Warrant Agent for the account of the Company of the Exercise Price, for the number
of Warrant Shares in respect of which such Warrants then exercised. Payment of the aggregate
Exercise Price shall be made on a net cashless exercise basis, such that, without the exchange of
any funds, the Holder receives that number of Warrant Shares for which such Warrant is otherwise
being exercised less that number of Warrant Shares having a Fair Market Value at the time of
exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder
in cash upon such exercise.



     The Warrant and Unit Agreement provides that upon the occurrence of certain events the
Exercise Price set forth on the face hereof may, subject to certain conditions, be adjusted. If
the Exercise Price is adjusted, the Warrant and Unit Agreement provides that the number of shares
of Common Stock issuable upon the exercise of each Warrant shall be adjusted. No fractions of a
Warrant Share will be issued upon the exercise of any Warrant, but the Company will pay the cash
value thereof determined as provided in the Warrant and Unit Agreement.



     Warrant Certificates, when surrendered at the corporate trust office of the Warrant Agent by
the registered holder thereof in person or by legal representative or attorney duly authorized in
writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant and
Unit Agreement, but without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.



     Upon due presentation for registration of transfer of this Warrant Certificate at the
corporate trust office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the
Warrant and Unit Agreement, without charge except for any tax or other governmental charge imposed
in connection therewith.



     Each Holder, by its acceptance of this Warrant, agrees to be bound by the terms of the Warrant
and Unit Agreement, as amended and supplemented from time to time.



 









 





     The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
Holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any Holder hereof to any rights of a stockholder of the Company.




 









 








[Form of Election to Exercise]




(To Be Executed Upon Exercise Of Warrant)




     The undersigned hereby irrevocably elects to exercise ___of the Warrants represented by
this Warrant Certificate and purchase the whole number of shares of Common Stock issuable upon the
exercise of such Warrants and herewith tenders payment for such shares of Common Stock Warrants
equal in fair market value to $                     in accordance with the net cashless exercise provision of
the Warrant and Unit Agreement and the Warrant.



     The undersigned requests that a certificate for such shares be registered in the name of
                    , whose address is                                          and that such shares be delivered to
                    , whose address is                                         . Any cash payments to be paid in lieu of a
fractional shares should be made to                     , whose address is                                         , and the
check representing payment thereof should be mailed to                      whose address is
                                        .



	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name of holder of
	 	 	 	 
	Warrant Certificate:
	 	 	 	 
	 

	 	 

(please print)
	 	 
	 
	 	 	 	 
	Tax Identification or
	 	 	 	 
	Social Security Number:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

	 	 





Note: The above signature must correspond with the name as written upon the face of this Warrant
Certificate in every particular, without alteration or enlargement or any change whatever and if
the certificate representing the shares of Common Stock or any Warrant Certificate representing
Warrants not exercised is to be registered in a name other than that in which this Warrant
Certificate is registered, or if any cash payment to be paid in lieu of a fractional share is to be
made to a Person other than the registered holder of this Warrant Certificate, the signature of the
holder hereof must be guaranteed as provided in the Warrant and Unit Agreement.




	 	 	 	 	 
	Signature Guaranteed (if required):
	 	 	 	 
	 

	 	 

	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






 









 





ASSIGNMENT FORM




     If you, the Holder, want to assign this Warrant, fill in the form below and have your
signature guaranteed:


I or we assign and transfer this Warrant to:




      




      




      




      




      




      



(Print or type name, address and zip code and

social security or tax ID number of assignee)



and irrevocably appoint                                         , agent to transfer this Warrant on the
books of Commercial Vehicle Group, Inc. The agent may substitute another to act for him.




	 	 	 	 	 	 	 
	Dated:                                         

	 	Signed:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on the other side
of this Warrant)
	 	 





Signature Guarantee:




	 	 	 	 	 
	 

Signature must be guaranteed

	 	 

Signature
	 	 






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



      




 









 





SCHEDULE A




SCHEDULE OF NUMBER OF WARRANTS




     The initial number of Warrant of this Global Warrant Certificate is ___. The following
increases and decreases in this Global Warrant Certificate have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 
	 	 	 	 	 	 	Warrants of	 	 
	 	 	Amount of	 	Amount of	 	this Global	 	 
	 	 	decrease in	 	increase in	 	Warrant	 	Signature of
	 	 	number of	 	number of	 	following	 	authorized
	Date of	 	Warrants of this	 	Warrants of this	 	such decrease/	 	signatory of
	decrease/increase	 	Global Warrant	 	Global Warrant	 	increase	 	Warrant Agent
	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT F




FORM OF CERTIFICATE OF TRANSFER OF WARRANTS




Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054




U.S. Bank National Association, as Unit Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Facsimile:

Attention:      Richard Prokosch




	 	 	 	 	 
	 

	 	Re:
	 	Warrants to Purchase shares of Common Stock of Commercial Vehicle Group, Inc.
(the “Warrants”)






     Reference is hereby made to the Warrant and Unit Agreement, dated as of August 4, 2009 (the
“Warrant and Unit Agreement”), between Commercial Vehicle Group, Inc., a Delaware
corporation (the “Company”), and U.S. Bank National Association, as unit agent and as
warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not
defined herein shall have the meanings given them in the Warrant and Unit Agreement.



     This letter relates to                      Warrants beneficially held through interests in the [Rule
144A/Reg S/IAI] Global Warrant (CUSIP No. ___) with DTC in the name of                      (the
“Transferor”) account no.                     . The Transferor hereby requests that on [INSERT DATE]
such beneficial interest in the [Rule 144A/Reg S/IAI] Global Warrant be transferred or exchanged
for an interest in the [Rule 144A/Reg S/IAI] Global Warrant (CUSIP No. ___) in the same amount
and transferred to                      (the “Transferee”), account no.                     .



     In connection with any transfer of any of the Warrants evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(b)(1) under the Securities Act after
the later of the date of original issuance of such Warrants and the last date, if any, on which
such Warrants were owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Warrants are being transferred in accordance with its terms:


CHECK ONE BOX BELOW




	 	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	o
	 	to the Company; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	pursuant to an effective registration statement under the Securities Act of
1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	o
	 	inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or






 









 








	 	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	o
	 	outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(5	)	 	o
	 	pursuant to the exemption from registration provided by Rule 144 under the
Securities Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(6	)	 	o
	 	to an institutional “accredited investor” (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the
Warrant Agent a signed letter in the form of Exhibit H to the Warrant and Unit
Agreement containing certain representations and agreements.






     Unless one of the boxes is checked, the Warrant Agent will refuse to register any of the
Warrants evidenced by this certificate in the name of any Person other than the registered holder
thereof; provided, however, that if box (4) is checked, the Warrant Agent shall be
entitled to require, prior to registering any such transfer of the Warrants, such legal opinions,
certifications and other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144
under such Act.



	 	 	 	 	 	 	 
	Dated:                                         	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Telephone No.:	 	 
	 
	 	 	 	 	 	 
	Please print name and address
	 	 	 	 	 	 
	(including zip code number):
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





 









 




TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Warrant for its own account
or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 
	Dated:                                        

	 	 

To be executed by an executive officer
	 	 






 









 





EXHIBIT G




FORM OF CERTIFICATE TO BE DELIVERED IN

CONNECTION WITH REGULATION S TRANSFERS




Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054




U.S. Bank National Association, as Warrant Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Facsimile:

Attention:      Richard Prokosch




     In connection with our proposed sale of Warrants of Commercial Vehicle Group, Inc. (the
“Company”), we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:



     1. the offer of the Warrants was not made to a Person in the United States;



     2. either (a) at the time the buy offer was originated, the transferee was outside the United
States or we and any Person acting on our behalf reasonably believed that the transferee was
outside the United States, or (b) the transaction was executed in, on or through the facilities of
a designated off-shore securities market and neither we nor any Person acting on our behalf knows
that the transaction has been pre-arranged with a buyer in the United States;



     3. no directed selling efforts have been made in the United States in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, as applicable;



     4. the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act;



     5. we have advised the transferee of the transfer restrictions applicable to the Warrants; and



     6. if the circumstances set forth in Rule 904(c) under the Securities Act are applicable, we
have complied with the additional conditions therein, including (if applicable) sending a
confirmation or other notice stating that the Warrants may be offered and sold during the
restricted period specified in Rule 903(c)(2) or (3), as applicable, in accordance with the
provisions of Regulation S; pursuant to registration of the Warrants under the Securities Act; or
pursuant to an available exemption from the registration requirements under the Securities Act.



     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Defined terms used
herein without definition have the respective meanings provided in Regulation S under the
Securities Act.



 









 





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

[Authorized Signatory]
	 	 






     Upon transfer the Warrants would be registered in the name of the new beneficial owner as
follows:



	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Taxpayer ID Number:
	 	 	 	 
	 

	 	 

	 	 






 









 







EXHIBIT H




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054




U.S. Bank National Association, as Warrant Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292




Facsimile:




Attention:      Richard Prokosch




	 	 	 	 	 
	 

	 	Re:
	 	Warrants to Purchase shares of Common Stock of Commercial Vehicle Group, Inc.
(the “Warrants”)






     Reference is hereby made to the Warrant and Unit Agreement, dated as of August 4, 2009 (the
“Warrant and Unit Agreement”), between Commercial Vehicle Group, Inc., a Delaware
corporation (the “Company”), and U.S. Bank National Association, as unit agent and as
warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not
defined herein shall have the meanings given them in the Warrant and Unit Agreement.



     Upon transfer, the Warrants would be registered in the name of the new beneficial owner as
follows:


Name:                                                             



Address:                                                             



Taxpayer ID Number:                                         




     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501 (a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for
our own account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Warrants, and we are acquiring the Warrants not with a view to, or for
offer or sale in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Warrants, and we invest in or purchase securities similar
to the Warrants in the normal course of our business. We, and any accounts for which we are
acting, are each able to bear the economic risk of our or its investment.



     2. We understand that the Warrants have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following sentence. We agree on
our own behalf and on behalf of any investor account for which we are purchasing Warrants to offer,
sell or otherwise transfer such Securities prior to the date that is one year after the later of
the date of original issue and the last date on which the Company or any affiliate of the Company
was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (i) to the Company, (ii) in the United States to a Person



 









 







whom the seller reasonably believes is a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the
meaning of Rule 501 (a)(1), (2), (3) or (7) under the Securities Act that is an institutional
accredited investor purchasing for its own account or for the account of an institutional
accredited investor, in each case in a minimum principal amount of the Securities of $250,000, (iv)
outside the United States in a transaction complying with the provisions of Rule 904 under the
Securities Act, (v) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if available) or (vi) pursuant to an effective registration statement under the
Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the
disposition of our property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state securities laws. The
foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination
Date. If any resale or other transfer of the Warrants is proposed to be made pursuant to clause
(iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter
from the transferee substantially in the form of this letter to the Company and the Unit Agent,
which shall provide, among other things, that the transferee is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that
it is acquiring such Warrants for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Warrant Agent reserve the
right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Warrants pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion
of counsel, certifications or other information reasonably satisfactory to the Company and the
Warrant Agent.



[Signature on the following page]




 









 









     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 	 	 
	Dated:                                         	 	 	 	 
	 	 	[Name of Transferee]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Telephone No.:	 	 
	 
	 	 	 	 	 	 
	Please print name and address
	 	 	 	 	 	 
	(including zip code number):
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





 









 





EXHIBIT I




FORM OF COMMERCIAL VEHICLE GROUP, INC.

UNIT COUNTERSIGNATURE ORDER




U.S. Bank National Association,

as Unit Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Attention:      Richard Prokosch




	 	 	 	 	 
	 

	 	Re:
	 	42,124 Units Consisting of Third Lien Notes and Warrants





Ladies and Gentlemen:




     Pursuant to Section 2.3 of the Warrant and Unit Agreement dated as of the date hereof (the
“Warrant and Unit Agreement”), among Commercial Vehicle Group, Inc., a Delaware corporation
(the “Company”), and U.S. Bank National Association, as unit agent (the “Unit
Agent” or “you”), relating to the Company’s 42,124 Units (as defined in the Warrant and
Unit Agreement), you are hereby directed (i) to countersign on August 4, 2009, in the manner
provided in the Warrant and Unit Agreement, certificates evidencing the Units (CUSIP No. 202608
AD7, CUSIP No. U20096 AB6 and CUSIP No. 202608 AH8) (collectively, the “Global Units”),
registered in the name of Cede & Co. as nominee for The Depository Trust Company, heretofore duly
executed by a proper officer of the Company and delivered to you as provided in the Warrant and
Unit Agreement and (ii) to hold such countersigned Global Units in your capacity as custodian for
The Depository Trust Company.



	 	 	 	 	 
	 	Very truly yours,



COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT J




FORM OF COMMERCIAL VEHICLE GROUP, INC.

WARRANT COUNTERSIGNATURE ORDER




U.S. Bank National Association,

as Warrant Agent

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Attention:      Richard Prokosch




	 	 	 	 	 
	 

	 	Re:
	 	745,000 Warrants To Purchase Shares of Common Stock





Ladies and Gentlemen:




     Pursuant to Section 3.3 of the Warrant and Unit Agreement dated as of the date hereof (the
“Warrant and Unit Agreement”), among Commercial Vehicle Group, Inc., a Delaware corporation
(the “Company”), and U.S. Bank National Association, as warrant agent (the “Warrant
Agent” or “you”), relating to the Company’s 745,000 Warrants (as defined in the Warrant
and Unit Agreement), you are hereby directed (i) to countersign on August 4, 2009, in the manner
provided in the Warrant and Unit Agreement, certificates evidencing the Warrants (CUSIP No. 202608
113, CUSIP No. U20096 100 and CUSIP No. 202608 121) (collectively, the “Global Warrants”),
registered in the name of Cede & Co. as nominee for The Depository Trust Company, heretofore duly
executed by a proper officer of the Company and delivered to you as provided in the Warrant and
Unit Agreement and (ii) to hold such countersigned Global Warrants in your capacity as custodian
for The Depository Trust Company.



	 	 	 	 	 
	 	Very truly yours,



COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 






EXHIBIT K




FORM OF FREE TRANSFERABILITY CERTIFICATE — UNITS




CUSIP No.:                    




Dear Sir/Madam:




     Whereas the Company’s Units (as defined in the Warrant and Unit Agreement) will be freely
tradable without restrictions by non-affiliates of Commercial Vehicle Group, Inc. (the
“Company”) on                      pursuant to Rule 144(b)(1) under the Securities Act of 1933, as
amended, in accordance with Section 2.7(e)(iii) of the Warrant and Unit Agreement (the “Warrant
and Unit Agreement”) dated as of August 4, 2009 between the Company and U.S. Bank National
Association, as unit agent, pursuant to which the Units were issued, the Company hereby instructs
you that:




	(i)	 	the restrictive legends described in the Warrant and Unit Agreement and set forth on the
Units shall be deemed removed from the Global Units (as defined in the Warrant and Unit
Agreement), in accordance with the terms and conditions of the Units and as provided in the
Warrant and Unit Agreement, without further action on the part of Holders; and
	 
	(ii)	 	the restricted CUSIP number for the Units shall be deemed removed from the Global Units and
replaced with the unrestricted CUSIP number set forth therein on ___, in accordance
with the terms and conditions of the Units and as provided in the Warrant and Unit Agreement,
without further action on the part of Holders.





       Capitalized terms used but not defined herein shall have the meanings set forth in the Warrant
and Unit Agreement.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







 









 








EXHIBIT L




FORM OF FREE TRANSFERABILITY CERTIFICATE — WARRANTS




CUSIP No.:                    




Dear Sir/Madam:



     Whereas the Company’s Warrants (as defined in the Warrant and Unit Agreement) will be freely
tradable without restrictions by non-affiliates of Commercial Vehicle Group, Inc. (the
“Company”) on ___pursuant to Rule 144(b)(1) under the Securities Act of 1933, as
amended, in accordance with Section 3.7(e)(iii) of the Warrant and Unit Agreement (the “Warrant
and Unit Agreement”) dated as of August 4, 2009 between the Company and U.S. Bank National
Association, as warrant agent, pursuant to which the Warrants were issued, the Company hereby
instructs you that:




	(i)	 	the restrictive legends described in the Warrant and Unit Agreement and set forth on the
Warrants shall be deemed removed from the Global Warrants (as defined in the Warrant and Unit
Agreement), in accordance with the terms and conditions of the Warrants and as provided in the
Warrant and Unit Agreement, without further action on the part of Holders; and
	 
	(ii)	 	the restricted CUSIP number for the Warrants shall be deemed removed from the Global Warrants
and replaced with the unrestricted CUSIP number set forth therein on ___, in accordance
with the terms and conditions of the Warrants and as provided in the Warrant and Unit
Agreement, without further action on the part of Holders.





     Capitalized terms used but not defined herein shall have the meanings set forth in the Warrant
and Unit Agreement.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title: