exv4w1



 




Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of February 11, 2004 by and among American Axle & Manufacturing
Holdings, Inc., a Delaware corporation (“the Issuer”), American Axle &
Manufacturing, Inc., a Delaware corporation (the “Guarantor”) and Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”),
Wachovia Capital Markets, LLC (“Wachovia Securities”) and Banc of America
Securities LLC (“Banc of America Securities”) and each of the other Initial
Purchasers named in Schedule A to the Purchase Agreement (as defined below)
(collectively, the “Initial Purchasers”), for whom Merrill Lynch, Wachovia
Securities and Banc of America Securities are acting as representative (in such
capacity, the “Representatives”) pursuant to the Purchase Agreement, dated
February 5, 2004 (the “Purchase Agreement”), among the Issuer, the Guarantor
and the Initial Purchasers. In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Issuer and the Guarantor have agreed to
provide the registration rights set forth in the Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.



     The Issuer and the Guarantor agree with the Initial Purchasers, (i) for
their benefit as Initial Purchasers and (ii) for the benefit of the beneficial
owners (including the Initial Purchasers) from time to time of the Notes (as
defined herein), and the beneficial owners from time to time of the Underlying
Common Stock (as defined herein) issued upon conversion of Notes (each of the
foregoing a “Holder” and together the “Holders”), as follows


1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. In
addition to the terms that are defined elsewhere in this Agreement, the
following terms shall have the following meanings:



     “Affiliate” with respect to any specified person, has the meaning
specified in Rule 144.



     “Applicable Principal Amount” means, as of any date of determination, with
respect to each $1,000 original principal amount of Notes, means the sum of (i)
$1,000, (ii) accreted principal, if any, through such date of determination;
and (iii) accrued cash interest with respect to such Notes through such date of
determination, if any.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.



     “Common Stock” means any shares of the common stock, $0.01 par value, of
the Issuer and any other shares of common stock as may constitute “Common
Stock” for purposes of the Indenture, including the Underlying Common Stock.



     “Conversion Rate” has the meaning assigned to such term in the Indenture.



     “Damages Accrual Period” has the meaning specified in Section 2(e) hereof.



     “Damages Payment Date” means each February 15 and August 15.



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     “Deferral Notice” has the meaning specified in Section 3(i) hereof.



     “Deferral Period” has the meaning specified in Section 3(i) hereof.



     “Effectiveness Deadline Date” has the meaning specified in Section 2(a)
hereof.



     “Effectiveness Period” means the period ending on the date that all
Registrable Securities have ceased to be Registrable Securities.



     “Event” has the meaning specified in Section 2(e) hereof.



     “Event Termination Date” has the meaning specified in Section 2(e) hereof.



     “Event Date” has the meaning specified in Section 2(e) hereof.



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



     “Filing Deadline Date” has the meaning specified in Section 2(a) hereof.



     “Holder” has the meaning specified in the second paragraph of this
Agreement.



     “Indenture” means the Indenture dated as of the date hereof between the
Issuer, the Guarantor and the Trustee, as trustee, pursuant to which the Notes
are being issued.



     “Initial Purchasers” shall have the meaning set forth in the preamble to
this Agreement.



     “Initial Shelf Registration Statement” has the meaning specified in
Section 2(a) hereof.



     “Issue Date” means February 11, 2004.



     “Liquidated Damages Amount” has the meaning specified in Section 2(e)
hereof.



     “Losses” has the meaning specified in Section 6 hereof.



     “Material Event” has the meaning specified in Section 3(i) hereof.



     “Notes” means the Senior Convertible Notes due 2024 of the Issuer,
guaranteed by the Guarantor, to be purchased pursuant to the Purchase Agreement
(and shall include the Initial Securities and Option Securities (as defined
therein)).



     “Notice and Questionnaire” means a written notice delivered to the Issuer
and the Guarantor containing substantially the information called for by the
Selling Security Holder Notice and Questionnaire attached as Annex A to the
Offering Memorandum of the Issuer and the Guarantor dated February 5, 2004
relating to the Notes.



     “Notice Holder” means on any date, any Holder that has delivered a Notice
and Questionnaire to the Issuer and the Guarantor on or prior to such date.



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     “Prospectus” means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 415 promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.



     “Purchase Agreement” has the meaning specified in the first paragraph of
this Agreement.



     “Record Holder” means with respect to any Damages Payment Date relating to
any Note as to which any Liquidated Damages Amount has accrued, the registered
holder of such Note, on the 15th day immediately prior to the next succeeding
Damages Payment Date.



     “Registrable Securities” means the Notes and the Underlying Common Stock
until such securities have been converted or exchanged and, at all times
subsequent to any such conversion or exchange, any securities into or for which
such securities have been converted or exchanged, and any security issued with
respect thereto upon any stock dividend, split, merger or similar event until,
in the case of any such security, the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that
would be applicable thereto under Rule 144(k) were it not held by an Affiliate
of the Issuer, or (iii) its sale to the public pursuant to Rule 144.



     “Registration Expenses” has the meaning specified in Section 5 hereof.



     “Registration Statement” means any registration statement of the Issuer
and the Guarantor that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration
statement.



     “Restated Principal Amount” has the meaning assigned to such term in the
Indenture.



     “Restricted Securities” has the meaning assigned to such term in Rule 144.



     “Rule 144” means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.



     “Rule 144A” means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.



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



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



     “Shelf Registration Statement” has the meaning specified in Section 2(a)
hereof.



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     “Subsequent Shelf Registration Statement” has the meaning specified in
Section 2(b) hereof.



     “TIA” means the Trust Indenture Act of 1939, as amended.



     “Trustee” means the BNY Midwest Trust Company (or any successor entity),
the Trustee under the Indenture.



     “Underlying Common Stock” means the Common Stock into which the Notes are
convertible or issued upon any such conversion.


2. Shelf Registration.



     (a) The Issuer and the Guarantor shall prepare and file or cause to be
prepared and filed with the SEC no later than a date which is ninety (90) days
after the Issue Date (the “Filing Deadline Date”) a Registration Statement for
an offering to be made on a delayed or continuous basis pursuant to Rule 415 of
the Securities Act (a “Shelf Registration Statement”) registering the resale
from time to time by Holders of all of the Registrable Securities (the “Initial
Shelf Registration Statement”). The Initial Shelf Registration Statement shall
be on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution reasonably elected by the Holders and set forth in the
Initial Shelf Registration Statement; provided that in no event will such
method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Issuer and the
Guarantor. The Issuer and the Guarantor shall use reasonable best efforts to
cause the Initial Shelf Registration Statement to be declared effective under
the Securities Act no later than the date (the “Effectiveness Deadline Date”)
that is one-hundred and eighty (180) days after the Issue Date, and to keep the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period. Each Holder that became a Notice Holder on or
prior to the date ten (10) Business Days prior to the time that the Initial
Shelf Registration Statement became effective shall be named as a selling
security holder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with the Securities Act
and applicable state securities laws generally applicable to all such Holders.
Notwithstanding the foregoing, no Holder shall be entitled to have the
Registrable Securities held by it covered by such Shelf Registration Statement
unless such Holder has provided a Notice and Questionnaire in accordance with
Section 2(d) and is in compliance with Section 4. The Issuer and the Guarantor
shall not permit any of their respective security holders (other than the
Holders of Registrable Securities) to include any of their respective
securities in the Shelf Registration Statement.



     (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period, the Issuer and the Guarantor shall use reasonable
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected by the Issuer and the Guarantor to obtain the withdrawal of
the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement covering all of the securities that as of the date of
such filing are Registrable Securities (a “Subsequent Shelf Registration
Statement”). If a Subsequent Shelf Registration Statement is filed, the
Issuer and the Guarantor shall use reasonable best efforts to cause the



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Subsequent Shelf Registration Statement to become effective as promptly as
is reasonably practicable after such filing or, if filed during a Deferral
Period, after the expiration of such Deferral Period, and to keep such
Registration Statement (or Subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.



     (c) The Issuer and the Guarantor shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Issuer and the Guarantor for
such Shelf Registration Statement, if required by the Securities Act or, to the
extent to which the Issuer and the Guarantor do not reasonably object, as
reasonably requested by the Initial Purchasers or by the Trustee on behalf of
the registered Holders.



     (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable
Securities wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Issuer and the Guarantor at least five (5) Business Days
prior to any intended distribution of Registrable Securities under the Shelf
Registration Statement and prior to the date the Initial Shelf Registration
Statement is declared effective so that such Holder may be named as a selling
securityholder in the related Prospectus; provided, however that if a Holder
delivers a Notice and Questionnaire on or after the date the Initial Shelf
Registration Statement is declared effective, the Issuer and the Guarantor
shall, as promptly as is practicable after the date a Notice and Questionnaire
is delivered, (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other document required by the SEC so that the Holder delivering such
Notice and Questionnaire named as a selling security holder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities (subject to the Issuer’s and the Guarantor’s right to suspend the
use of the Prospectus under subsection (i) of this section) in accordance with
the Securities Act and applicable state securities laws and, if the Issuer and
the Guarantor shall file a post-effective amendment to the Shelf Registration
Statement, use reasonable efforts to cause such post-effective amendment to be
declared effective under the Securities Act as promptly as is reasonably
practicable; (ii) provide such Holder copies of any documents filed pursuant to
Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i); provided that if
such Notice and Questionnaire is delivered during a Deferral Period, the Issuer
and the Guarantor shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(i), provided further, that if under applicable law the Issuer and the
Guarantor have more than one option as to the type or manner of making any such
filing, it will make the required filing or filings in the manner or of a type
that is reasonably expected to result in the earliest availability of the
Prospectus for effecting resales of Registrable Securities. Notwithstanding
anything contained herein to the contrary, the Issuer and the Guarantor shall
be under no obligation to name any Holder that is not a Notice Holder as a
selling security holder in any Registration Statement or related Prospectus;
provided, however, that any Holder that becomes a Notice Holder pursuant to the
provisions of Section 2(d) of this Agreement (whether or not such Holder was a
Notice Holder at the time the Registration Statement was initially declared



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effective) shall be named as a selling security holder in the Registration
Statement or related Prospectus subject to and in accordance with the
requirements of this Section 2(d).



     (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of
the events of a type described in any of the foregoing clauses (i) through
(iii) are individually referred to herein as an “Event,” and the Filing
Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the
case of clause (ii), and the date on which the aggregate duration of Deferral
Periods in any period exceeds the number of days permitted by Section 3(i)
hereof in the case of clause (iii), being referred to herein as an “Event
Date”). Events shall be deemed to continue until the “Event Termination Date,”
which shall be the following dates with respect to the respective types of
Events: the date the Initial Shelf Registration Statement is filed in the case
of an Event of the type described in clause (i), the date the Initial Shelf
Registration Statement is declared effective under the Securities Act in the
case of an Event of the type described in clause (ii), termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(i) to be exceeded in the case of the
commencement of an Event of the type described in clause (iii).



     Accordingly, commencing on (and including) any Event Date and ending on
(but excluding) the next date after an Event Termination Date (a “Damages
Accrual Period”), the Issuer and the Guarantor agree to pay, as liquidated
damages and not as a penalty, an amount (the “Liquidated Damages Amount”),
payable on the Damages Payment Dates to Record Holders of then outstanding
Notes that are Registrable Securities (but not on outstanding shares of
Underlying Common Stock issued upon conversion of Notes), accruing, for each
portion of such Damages Accrual Period beginning on and including a Damages
Payment Date (or, in respect of the first time that the Liquidation Damages
Amount is to be paid to Holders on a Damages Payment Date as a result of the
occurrence of any particular Event, from the Event Date) and ending on but
excluding the first to occur of (A) the date of the end of the Damages Accrual
Period or (B) the next Damages Payment Date, at a rate per annum equal to
one-quarter of one percent (0.25%) for the first 90-day period from the Event
Date, and thereafter at a rate per annum equal to one-half of one percent
(0.5%) of the aggregate Applicable Principal Amount of such Notes, in each case
determined as of the Business Day immediately preceding the next Damages
Payment Date; provided that any Liquidated Damages Amount accrued with respect
to any Note or portion thereof called for redemption on a redemption date or
purchase by the Issuer on a purchase date, shall, in any such event, be paid
instead to the Holder who submitted such Note or portion thereof for redemption
or purchase on the applicable redemption date or purchase date, on such date.
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to
any Note from and after the earlier of (x) the date such Note is no longer a
Registrable Security and (y) expiration of the Effectiveness Period. The rate
of accrual of the Liquidated Damages Amount with respect to any period shall
not exceed the rate provided for in this paragraph notwithstanding the
occurrence of multiple concurrent Events. Following the cure of all Events
requiring the payment by the Issuer and the Guarantor of Liquidated Damages
Amounts to the Holders of Notes that are Registrable Securities pursuant to
this Section, the accrual of Liquidated Damages Amounts will cease (without in
any way limiting the effect of any subsequent Event requiring the payment of
the Liquidated Damages Amount by the Issuer and the Guarantor).



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     If any Holder converts all or any portion of its Notes into Underlying
Common Stock during any Damages Accrual Period (a “Damages Accrual Period
Conversion”) such that such Holder is no longer a Record Holder with respect to
the next succeeding Damages Payment Date, then such Holder shall not be
entitled to receive Liquidated Damages Amounts. A Holder who effects a Damage
Accrual Period Conversion shall be entitled to receive a number of shares of
Underlying Common Stock equal to (1) the number of shares of Underlying Common
Stock with respect to the Notes so converted at the Conversion Rate then in
effect multiplied by (2) 1.03. If a Holder converts all or any portion of its
Notes into Underlying Common Stock prior to an Event Date, such Holder shall
not be entitled to receive Liquidated Damages or the adjustment on conversion
described in the previous sentence with respect to the Notes so converted.



     The Trustee, subject to the applicable provisions of the Indenture, shall
be entitled, on behalf of Holders of Notes, to seek any available remedy for
the enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with
respect to which liquidated damages are expressly provided shall be such
liquidated damages. Nothing shall preclude a Notice Holder or Holder of
Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.



     All of the Issuer’s and the Guarantor’s obligations set forth in this
Section 2(e) that are outstanding with respect to any Registrable Security at
the time such security ceases to be a Registrable Security shall survive until
such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(k)).



     The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.


3. Registration Procedures. In connection with the registration
obligations of the Issuer and the Guarantor under Section 2 hereof, the Issuer
and the Guarantor shall:




     (a) File any Registration Statement or Prospectus or any amendments or
supplements thereto with the SEC and, other than amendments or supplements
that do nothing more substantive than name one or more Notice Holders as
selling security holders, furnish to the Initial Purchasers copies of all such
documents proposed to be filed and use reasonable efforts to reflect in each
such document when so filed with the SEC such comments as the Initial
Purchasers reasonably shall propose within three (3) Business Days of the
delivery of such copies to the Initial Purchasers.




     (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use reasonable best efforts to comply with the provisions of the Securities
Act applicable to it with respect to the disposition of all securities covered
by such Registration Statement during the Effectiveness Period in accordance
with the intended



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	 	 	methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as so supplemented.






     (c) As promptly as reasonably practicable give notice to the Notice
Holders and the Initial Purchasers (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective (provided, however, that the Issuer and the Guarantor shall
not be required by this clause (i) to notify (A) the Initial Purchasers of the
filing of a Prospectus supplement that does nothing more substantive than name
one or more Notice Holders as selling security holders or (B) any Notice Holder
of the filing of a Prospectus supplement that does nothing more substantive
than name one or more other Notice Holders as selling security holders), (ii)
of any request, following the effectiveness of the Initial Shelf Registration
Statement under the Securities Act, by the SEC or any other federal or state
governmental authority for amendments or supplements to any Registration
Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order or injunction suspending or enjoining the use of any Prospectus or
the effectiveness of any Registration Statement or the initiation or
threatening of any proceedings for that purpose, (iv) of the receipt by the
Issuer and the Guarantor of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (v) of the occurrence of (but not the nature of or
details concerning) a Material Event (provided, however, that no notice by the
Issuer and the Guarantor shall be required pursuant to this clause (v) in the
event that the Issuer and the Guarantor either promptly files a Prospectus
supplement to update the Prospectus or a Current Report on Form 8-K or other
appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Issuer
and the Guarantor that a post-effective amendment to a Registration Statement
will be filed with the SEC, which notice may, at the discretion of the Issuer
and the Guarantor (or as required pursuant to Section 3(i)), state that it
constitutes a Deferral Notice, in which event the provisions of Section 3(i)
shall apply.




     (d) Use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if any
such order or suspension is made effective during any Deferral Period, at the
earliest possible moment after the expiration of such Deferral Period.




     (e) If reasonably requested by the Initial Purchasers or any Notice
Holder, as promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchasers or such Notice Holder shall, on the basis
of a written opinion of nationally-recognized counsel experienced in such
matters (which opinion shall also be addressed to the Issuer and the
Guarantor), determine to be required to be included therein by applicable law
and make any required filings of such Prospectus supplement or such
post-effective amendment; provided that the Issuer and the Guarantor shall not
be required to take any actions under



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this Section 3(e) that are not, in the reasonable opinion of counsel for
the Issuer and the Guarantor, in compliance with applicable law.




     (f) As promptly as reasonably practicable after the filing of such
documents with the SEC furnish to each Notice Holder and the Initial
Purchasers, upon their request and without charge, at least one (1) conformed
copy of the Registration Statement and any amendment thereto, including
financial statements, but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits (unless
requested in writing to the Issuer and the Guarantor by such Notice Holder or
the Initial Purchasers, as the case may be).




     (g) During the Effectiveness Period, deliver to each Notice Holder in
connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Notice Holder may reasonably
request; and the Issuer and the Guarantor hereby consent (except during such
periods that a Deferral Notice is outstanding and has not been revoked) to the
use of such Prospectus or each amendment or supplement thereto by each Notice
Holder in connection with any offering and sale of the Registrable Securities
covered by such Prospectus or any amendment or supplement thereto in the manner
set forth therein.




     (h) Subject to Section 3(i), prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable best efforts to cooperate with the Notice Holders in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire), it being agreed that no such registration or
qualification will be made unless so requested; prior to any public offering of
the Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder’s offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things necessary to enable the disposition in such jurisdictions
of such Registrable Securities in the manner set forth in the relevant
Registration Statement and the related Prospectus; provided that the Issuer and
the Guarantor will not be required to (i) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where it is not otherwise
qualified or (ii) take any action that would subject it to general service of
process in suits or to taxation in any such jurisdiction where it is not then
so subject.




     (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a “Material Event”) as a result of which any Registration
Statement shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or any Prospectus shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (including, in any
such case, as a result of the non-availability of financial statements), or (C)
the occurrence or existence of any pending corporate development that, in the
discretion of the Issuer and the Guarantor, makes it appropriate to suspend the
availability of the Shelf Registration Statement



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and the related Prospectus, (i) in the case of clause (B) above, subject
to the next sentence, as promptly as practicable prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file
any other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a Registration
Statement, subject to the next sentence, use reasonable efforts to cause it to
be declared effective as promptly as is reasonably practicable, and (ii) give
notice to the Notice Holders that the availability of the Shelf Registration
Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral
Notice, each Notice Holder agrees not to sell any Registrable Securities
pursuant to the Registration Statement until such Notice Holder’s receipt of
copies of the supplemented or amended Prospectus provided for in clause (i)
above, or until it is advised in writing by the Issuer and the Guarantor that
the Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Issuer and the Guarantor will use reasonable best
efforts to ensure that the use of the Prospectus may be resumed (x) in the case
of clause (A) above, as promptly as is practicable, (y) in the case of clause
(B) above, as soon as, in the sole judgment of the Issuer and the Guarantor,
public disclosure of such Material Event would not be prejudicial to or
contrary to the interests of the Issuer and the Guarantor or, if necessary to
avoid unreasonable burden or expense, as soon as reasonably practicable
thereafter and (z) in the case of clause (C) above, as soon as, in the
discretion of the Issuer and the Guarantor, such suspension is no longer
appropriate. So long as the period during which the availability of the
Registration Statement and any Prospectus is suspended (the “Deferral Period”)
does not exceed forty-five (45) days during any three (3) month period or an
aggregate of one hundred and twenty (120) days during any twelve (12) month
period, the Issuer and the Guarantor shall not incur any obligation to pay
liquidated damages pursuant to Section 2(e).




     (j) If reasonably requested in writing in connection with a disposition of
Registrable Securities pursuant to a Registration Statement, make reasonably
available for inspection during normal business hours by a representative for
the Notice Holders of such Registrable Securities and any broker-dealers,
attorneys and accountants retained by such Notice Holders, all relevant
financial and other records, pertinent corporate documents and properties of
the Issuer and its subsidiaries, and cause the appropriate executive officers,
directors and designated employees of the Issuer and its subsidiaries to make
reasonably available for inspection during normal business hours all relevant
information reasonably requested by such representative for the Notice Holders
or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence”
examinations; provided, however, that such persons shall first agree in writing
with the Issuer that any information that is reasonably designated by the
Issuer in writing as confidential at the time of delivery of such information
shall be kept confidential by such persons and shall be used solely for the
purposes of exercising rights under this Agreement, unless (i) disclosure of
such information is required by court or administrative order or is necessary
to respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the



10






 




public other than as a result of a disclosure or failure to safeguard by
any such person or (iv) such information becomes available to any such person
on a non-confidential basis from a source other than the Issuer and the
Guarantor and such source is not bound by a confidentiality agreement; and
provided further, that the foregoing inspection and information gathering
shall, to the greatest extent possible, be coordinated on behalf of all the
Notice Holders and the other parties entitled thereto by the counsel referred
to in Section 5.




     (k) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements (which need not
be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than 45 days after the end of any 12-month period (or 90 days
after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Issuer
commencing after the effective date of a Registration Statement, which
statements shall cover said 12-month periods.




     (l) Cooperate with each Notice Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities sold pursuant
to a Registration Statement, and cause such Registrable Securities to be in
such denominations as are permitted by the Indenture and registered in such
names as such Notice Holder may request in writing at least five Business Days
prior to any sale of such Registrable Securities.




     (m) Provide a CUSIP number for all Registrable Securities covered by each
Registration Statement not later than the effective date of such Registration
Statement and provide the Trustee for the Notes and the transfer agent for the
Common Stock with certificates for the Registrable Securities that are in a
form eligible for deposit with The Depository Trust Company.




     (n) Make reasonable effort to provide such information as is required for
any filings required to be made with the National Association of Securities
Dealers, Inc.




     (o) Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, announce
the same, in each case by release to Reuters Economic Services and Bloomberg
Business News or any other reasonable means of distribution.




     (p) Take all actions necessary, or reasonably requested by the Holders of
a majority of the Registrable Securities being sold, in order to expedite or
facilitate disposition of such Registrable Securities; provided that the Issuer
and the Guarantor shall not be required to take any action in connection with
an underwritten offering without their consent; and




     (q) Cause the Indenture to be qualified under the TIA not later than the
effective date of any Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner.


4. Holder’s Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has

11






 




furnished the Issuer and the Guarantor with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Issuer
and the Guarantor all information required to be disclosed in order to make the
information previously furnished to the Issuer and the Guarantor by such Notice
Holder not misleading, any other information regarding such Notice Holder and
the distribution of such Registrable Securities as may be required to be
disclosed in the Registration Statement under applicable law or pursuant to SEC
comments and any information otherwise required by the Issuer and the Guarantor
to comply with applicable law or regulations. Each Holder further agrees,
following termination of the Effectiveness Period, to notify the Issuer and the
Guarantor within ten (10) Business Days of a request, of the amount of
Registrable Securities sold pursuant to the Registration Statement and, in the
absence of a response, the Issuer an the Guarantor may assume that all of the
Holder’s Registrable Securities were so sold.


5. Registration Expenses. The Issuer and the Guarantor shall bear all
fees and expenses incurred in connection with the performance by the Issuer and
the Guarantor of their obligations under Sections 2 and 3 of this Agreement
including, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to
be made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent
such filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company),
(iii) duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Issuer and the Guarantor in connection with the Shelf
Registration Statement, and (v) reasonable fees and disbursements of the
Trustee and its counsel and of the registrar and transfer agent for the Common
Stock. In addition, the Issuer and the Guarantor shall bear or reimburse the
Notice Holders for the reasonable fees and disbursements of one firm of legal
counsel for the Holders, which shall, upon the written consent of the Initial
Purchasers (which shall not be unreasonably withheld), be another nationally
recognized law firm experienced in securities law matters designated by the
Issuer. In addition, the Issuer and the Guarantor shall pay their internal
expenses (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with listing, if any, of
the Registrable Securities on any securities exchange on which the same
securities of the Issuer or the Guarantor are then listed and the fees and
expenses of any person, including special experts, retained by the Issuer or
the Guarantor.


6. Indemnification; Contribution.



     (a) The Issuer and the Guarantor agree to indemnify and hold harmless each
Initial Purchaser, each Holder of Registrable Securities and each person, if
any, who controls any Initial Purchaser or any Holder of Registrable Securities
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, as follows:



12






 




     (i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact included in any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;




     (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, provided that (subject to Section 6(d)
below) any such settlement is effected with the prior written consent of the
Issuer and the Guarantor; and




     (iii) subject to Section 6(c) below, against any and all expense
whatsoever, as incurred (including the fees and disbursements of counsel),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;


provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Issuer and the
Guarantor by or on behalf of the Initial Purchasers through the
Representatives, such Holder of Registrable Securities (which also acknowledges
the indemnity provisions herein) or any person, if any, who controls an Initial
Purchaser or any such Holder of Registrable Securities expressly for use in the
Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); provided
further, that this indemnity agreement shall not apply to any loss, liability,
claim, damage or expense (1) arising from an offer or sale of Registrable
Securities occurring during a Deferral Period, if a Deferral Notice was given
to such Notice Holder in accordance with Section 8(c), or (2) if the Holder
fails to deliver at or prior to the written confirmation of sale, the most
recent Prospectus, as amended or supplemented, and such Holder sustains the
burden of proof that such Prospectus, as amended or supplemented, corrected
such untrue statement or omission or alleged untrue statement or omission of a
material fact and the delivery thereof was required by law.



     (b) In connection with any Shelf Registration in which a Holder,
including, without limitation, the Initial Purchasers, of Registrable
Securities is participating, in furnishing information relating to such Holder
of Registrable Securities to the Issuer and the Guarantor in writing expressly
for use in such Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto, the Holders of such
Registrable Securities agree, severally and not jointly, to indemnify and hold
harmless each Initial Purchaser and each person, if any, who controls an
Initial Purchaser within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act and the Issuer and the Guarantor, and each
person, if any, who controls the Issuer or the Guarantor



13






 


within the meaning of either such Section, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Issuer and the Guarantor by or on behalf of such Holder of Registrable
Securities (which also acknowledges the indemnity provisions herein) or any
person, if any, who controls any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).



     The Initial Purchasers agree to indemnify and hold harmless the Issuer and
the Guarantor, the Holders of Registrable Securities, and each person, if any,
who controls the the Issuer, the Guarantor or any Holder of Registrable
Securities within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Issuer and the Guarantor
or on behalf of by the Initial Purchasers expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).



     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party
from any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which
it may have otherwise than on account of these indemnity provisions. The
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain a separate firm as its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the reasonable fees and
expenses of more than one firm (in addition to any local counsel) for the
Initial Purchasers, Holders of Registrable Securities, and all persons, if any,
who control an Initial Purchaser or Holders of Registrable Securities within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (b) the reasonable fees and expenses of more than one firm (in
addition to any local counsel) for the Issuer and the Guarantor, their
respective directors, and each person, if any, who controls the Issuer or the
Guarantor within the meaning of either such Section, and that all such
reasonable fees and expenses shall be reimbursed as they are incurred. In the
event a separate firm is retained for the Initial Purchasers Holders of
Registrable Securities, and control persons of the Initial Purchasers and
Holders



14






 



of Registrable Securities, such firm shall be designated in writing by the
Initial Purchasers. In the event a separate firm is retained for the Issuer
and the Guarantor, and such directors, officers and control persons of the
Issuer or the Guarantor, such firm shall be designated in writing by the
Issuer. No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.



     (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 60 days after
receipt by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 45
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement; provided that an indemnifying
party shall not be liable for any such settlement effected without its consent
if such indemnifying party (1) reimburses such indemnified party in accordance
with such request to the extent it considers such request to be reasonable and
(2) provides written notice to the indemnified party describing any unpaid
balance it believes is unreasonable and the reasons therefor, in each case
prior to the date of such settlement.



     (e) If the indemnification to which an indemnified party is entitled under
this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.



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



     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and



15






 





referred to above in this Section 6(e) shall be deemed to include any
out-of-pocket legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.



     Notwithstanding the provisions of this Section 6, neither the Holder of
any Registrable Securities nor an Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by the Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that
such Holder of Registrable Securities or the Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.



     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 Section 6(e), each person, if any, who controls an
Initial Purchaser or any Holder of Registrable Securities within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such Holder, and
each person, if any, who controls the Issuer or the Guarantor within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Issuer or the Guarantor.


7. Information Requirements. The Issuer and the Guarantor covenant
that, if at any time before the end of the Effectiveness Period the Issuer is
not subject to the reporting requirements of the Exchange Act, it will
cooperate with any Holder of Registrable Securities and take such further
reasonable action as any Holder of Registrable Securities may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitations of Rule
144 and Rule 144A under the Securities Act and customarily taken in connection
with sales pursuant to such exemptions. Upon the written request of any Holder
of Registrable Securities, the Issuer shall deliver to such Holder a written
statement as to whether it has complied with such filing requirements, unless
such a statement has been included in the Issuer’s most recent report required
to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Issuer to register any of its securities under any section of the
Exchange Act.


8. Miscellaneous.



     (a) No Conflicting Agreements. Neither the Issuer nor the Guarantor
is, as of the date hereof, a party to, nor shall they, on or after the date of
this Agreement, enter into, any agreement with respect to any of their
securities that conflicts with the rights granted to the Holders of Registrable
Securities in this Agreement. The Issuer and the Guarantor represent and
warrant that the rights granted to the Holders of Registrable Securities
hereunder do not in any way conflict with the rights granted to the holders of
the Issuer’s or the Guarantor’s securities under any other agreements.



16






 



     (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Issuer and the Guarantor have obtained the written
consent of Holders of a majority of the then outstanding Underlying Common
Stock constituting Registrable Securities (with Holders of Notes deemed to be
the Holders, for purposes of this Section, of the number of outstanding shares
of Underlying Common Stock into which such Notes are or would be convertible or
exchangeable as of the date on which such consent is requested, without regard
to any adjustment made to such number as a result of an Event, as provided in
the third paragraph of Section 2(e)) Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement;
provided that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b), whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.



     (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:




     (1) if to a Holder of Registrable Securities that is not a Notice Holder,
at the address for such Holder then appearing in the Registrar (as defined in
the Indenture);




     (2) if to a Notice Holder, at the most current address given by such
Holder to the Issuer in a Notice and Questionnaire or any amendment thereto;




     (3) if to the Issuer and the Guarantor, to:



American Axle & Manufacturing Holdings, Inc.

One Dauch Drive

Detroit, Michigan 48211

Attn: General Counsel


and




     (4) if to the Initial Purchasers, to:



17






 



Merrill Lynch & Co.,

Merrill Lynch, Pierce, Fenner & Smith


Incorporated

4 World Financial Center

New York, New York 10080

Attention: Syndicate Department

Telecopier: (212) 738-1069


or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.



     (d) Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Issuer or its Affiliates (other
than the Initial Purchasers or subsequent Holders of Registrable Securities if
such subsequent Holders are deemed to be such affiliates solely by reason of
their holdings of such Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.



     (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties and, without requiring any express assignment, shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities.



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



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



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     (i) Severability. If any term, provision, covenant or restriction
of this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.



     (j) Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Issuer and the Guarantor with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the



18






 


Issuer and the Guarantor with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and undertakings among the parties with
respect to such registration rights.


     (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof, the obligations
to make payments of and provide for liquidated damages under Section 2(e)
hereof to the extent such damages accrue prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms.



19






 


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



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	 	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ MICHAEL K. SIMONTE
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	     MICHAEL K. SIMONTE
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	     TREASURER
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	AMERICAN AXLE & MANUFACTURING, INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ MICHAEL K. SIMONTE
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	     MICHAEL
K. SIMONTE
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	     TREASURER
	

	 	 	 	 	 	 
	Accepted as of the date	 	 	 	 
	first above written:	 	 	 	 
	 
	 	 	 	 	 	 
	MERRILL LYNCH & CO.	 	 	 	 
	MERRILL LYNCH, PIERCE, FENNER & SMITH	 	 
	       INCORPORATED
	 	 
	 
	 	 	 	 	 	 
	By: MERRILL LYNCH, PIERCE, FENNER & SMITH	 	 
	      INCORPORATED
	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ JEREMY MACFADYEN	 	 	 	 
	

	 	 	 	 	 	 
	Name:
	 	     JEREMY
MACFADYEN	 	 	 	 
	

	 	 	 	 	 	 
	Title:
	 	     VICE
PRESIDENT	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	WACHOVIA CAPITAL MARKETS, LLC	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ MARY LOUISE GUTTMANN	 	 	 	 
	

	 	 	 	 	 	 
	Name:
	 	     MARY
LOUISE GUTTMANN	 	 	 	 
	

	 	 	 	 	 	 
	Title:
	 	     SENIOR
VICE PRESIDENT	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BANC OF AMERICA SECURITIES LLC	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ DEREK DILLON	 	 	 	 
	

	 	 	 	 	 	 
	Name:
	 	     DEREK
DILLON	 	 	 	 
	

	 	 	 	 	 	 
	Title:
	 	     HEAD
OF U.S. EQUITY-LINKED CAPITAL MARKETS	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	For itself and the other several Initial Purchasers	 	 
	named in Schedule A to the Purchase Agreement.	 	 








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