1
Exhibit 4.9
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REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
AMERICAN ANNUITY GROUP CAPITAL TRUST II
AMERICAN ANNUITY GROUP, INC.,
AAG HOLDING COMPANY, INC.
AND
EACH OF THE PURCHASERS REFERRED TO HEREIN
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Dated as of March 11, 1997
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TABLE OF CONTENTS
Page
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1. DEFINITIONS..............................................................................................1
2. EXCHANGE OFFER..................................................................................4
3. SHELF REGISTRATION.......................................................................................6
4. LIQUIDATED DAMAGES.......................................................................................7
5. TRUST INDENTURE ACT QUALIFICATION; RATING................................................................8
6. REGISTRATION PROCEDURES..................................................................................8
7. REGISTRATION EXPENSES...................................................................................13
8. INDEMNIFICATION AND CONTRIBUTION........................................................................13
(A) INDEMNIFICATION BY THE REGISTRANTS.............................................................13
(B) INDEMNIFICATION BY HOLDERS OF PREFERRED SECURITIES.............................................14
(C) CONDUCT OF INDEMNIFICATION PROCEEDINGS.........................................................14
(D) CONTRIBUTION...................................................................................15
9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.............................................................16
10. RULE 144 AND RULE 144A..................................................................................16
11. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS...........................................................16
12. MISCELLANEOUS...........................................................................................17
(A) OTHER REGISTRATION RIGHTS......................................................................17
(B) AMENDMENTS AND WAIVERS.........................................................................17
(C) NOTICES. .....................................................................................17
(D) SUCCESSORS AND ASSIGNS.........................................................................17
(E) COUNTERPARTS...................................................................................18
(F) HEADINGS.......................................................................................18
(G) GOVERNING LAW..................................................................................18
(H) SEVERABILITY...................................................................................18
(I) ENTIRE AGREEMENT...............................................................................18
(J) ATTORNEYS' FEES................................................................................18
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of March 11, 1997 by and among American Annuity Group Capital
Trust II, a Delaware statutory business trust (the "Trust"), American Annuity
Group, Inc., a Delaware corporation (the "Company"), AAG Holding Company, Inc.,
an Ohio corporation ("AAG Holding," and with the Trust and the Company, the
"Registrants"), and each of the purchasers executing a signature page hereto
(herein referred to collectively as the "Purchasers" and individually as a
"Purchaser").
This Agreement is made pursuant to certain Securities Purchase
Agreements dated as of March 11, 1997 by and among the Trust, the Company, AAG
Holding and each of the Purchasers (collectively, the "Purchase Agreement"). The
Purchase Agreement provides for the sale by the Trust to the Purchasers of
$75,000,000 aggregate principal amount of the Trust's 8 7/8% Preferred
Securities, liquidation amount $1,000 per security, designated the 8 7/8%
Capital Trust Preferred Securities (the "Preferred Securities"). AAG Holding
will own all of the beneficial ownership interests represented by the common
securities (the "Common Securities") of the Trust. The Preferred Securities and
the Common Securities will be guaranteed (with respect to the Preferred
Securities, the "Preferred Securities Guarantee," with respect to the Common
Securities, the "Common Securities Guarantee," and collectively, the
"Guarantees") by the Company, to the extent provided for in the Transaction
Documents. Concurrently with the issuance of the Preferred Securities, the
Guarantees and the Common Securities, the Trust will invest the proceeds of each
issuance in AAG Holding's 8 7/8% Subordinated Debentures due January 15, 2027
(the "Debentures"), which will be guaranteed by the Company (the "Debt
Guarantee," and with the Debentures, Preferred Securities, the Common Securities
and the Guarantees, the "Securities"). In order to induce the Purchasers to
enter into the Purchase Agreement, the Registrants have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Holders,
(as hereinafter defined) from time to time, of Registrable Securities (as
hereinafter defined). The execution of this Agreement is a condition to the
closing of the transactions contemplated by the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions.
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Capitalized terms used herein without definition shall have the
respective meanings given such terms as set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:
Advice: See Section 6.
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BUSINESS DAY: Any day other than a day on which banks are authorized or
required to be closed in the State of New York.
Commission: The Securities and Exchange Commission.
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CONSUMMATE: With respect to an Exchange Offer, the delivery by the
Registrants of the Exchange Securities in the same aggregate principal amount as
the aggregate principal amount of Registrable Securities tendered by Holders
pursuant to an Exchange Offer.
DECLARATION: The Amended and Restated Declaration of Trust dated as of
March 11, 1997, among The Bank of New York, as Property Trustee, The Bank of New
York (Delaware), as Delaware Trustee and the other trustees named therein
pursuant to which the Preferred Securities are being issued.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.
EXCHANGE OFFER: The registration by the Registrants under the
Securities Act of the Exchange Securities pursuant to a Registration Statement
pursuant to which the Registrants will offer the Holders of all outstanding
Registrable Securities the opportunity to exchange all such outstanding
Registrable Securities held by such holders for Exchange Securities in an
aggregate liquidation amount equal to the aggregate liquidation amount of the
Exchange Securities tendered in such Exchange Offer by such Holders.
EXCHANGE SECURITIES: The Securities to be issued in the Exchange Offer
that are identical to the Registrable Securities in all material respects except
that they have been registered pursuant to an effective Registration Statement
under the Securities Act.
GUARANTEE AGREEMENT: The Preferred Securities Guarantee Agreement dated
as of March 11, 1997 between the Company and The Bank of New York, as Guarantee
Trustee, pursuant to which the Preferred Securities Guarantee is being issued,
as amended or supplemented from time to time.
HOLDER or HOLDERS: Any holder of Preferred Securities prior to the
Consummation of an Exchange Offer or prior to effectiveness of a Shelf
Registration.
HOLDERS' COUNSEL: Xxxxxxx, Xxxxxxx & Xxxx, LLP, special counsel to the
Purchasers, or any successor counsel selected by Holders of a majority of the
liquidation principal amount of Preferred Securities, it being understood and
agreed that for the purposes of this Agreement, only one law firm may be
considered Holders' Counsel.
INDENTURE: The Indenture of even date herewith pursuant to which the
Debentures are being issued, as amended, modified or supplemented from time to
time, together with any exhibits, schedules or other attachments thereto.
INSPECTORS: See Section 6(m).
ISSUE DATE: The date on which the Securities are sold to the Purchasers
pursuant to the Purchase Agreement.
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OBJECTION NOTICE: See Section 6(a).
OBJECTING PARTY: See Section 6(a).
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.
PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities covered by such Registration
Statement, and all other amendments and supplements to the prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such prospectus.
RECORDS: See Section 6(m).
REGISTRABLE SECURITIES: Each Security, until such time as (i) a
Registration Statement covering such Registrable Securities has been declared
effective and such Registrable Securities have been disposed of pursuant to such
effective Registration Statement or (ii) such Registrable Securities are
transferred to any person other than a Purchaser pursuant to Rule 144 (or any
similar provision in force) under the Securities Act, whichever of (i) or (ii)
occurs earlier or (iii) such Registrable Securities have been exchanged pursuant
to the Exchange Offer.
REGISTRATION EXPENSES: See Section 7.
REGISTRATION STATEMENT: Any registration statement that covers any of
the Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statements,
including post-effective amendments, all exhibits, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.
RULE 144A: See Section 10(a).
SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
SELLING HOLDERS: See Section 6(a).
SHELF NOTICE: See Section 2(b).
SHELF REGISTRATION: See Section 3.
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TARGET EFFECTIVE DATE: In the case of an Exchange Offer, 180 days after
the date hereof; in the case of a Shelf Registration, the later of 120 days
after the delivery of the Shelf Notice or 180 days after the date hereof.
TARGET EFFECTIVE PERIOD: See Section 3.
TARGET FILING DATE: In the case of an Exchange Offer, 120 days after
the date hereof; in the case of a Shelf Registration, the later of 60 days after
the date of delivery of the Shelf Notice or 120 days after the date hereof.
TRANSACTION DOCUMENTS: Collectively, this Agreement, the Purchase
Agreement, the Indenture, the Guarantee Agreement, the Common Securities
Guarantee Agreement, the Declaration and any and all agreements certificates,
instruments and other documents contemplated thereby or executed and delivered
in connection therewith.
TRUST INDENTURE ACT: The Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb), as amended, or any successor statute, as in effect from
time to time.
2. Exchange Offer.
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(a) The Registrants shall (i) cause to be filed with the
Commission as soon as practicable after the date hereof, but in no event later
than the Target Filing Date, a Registration Statement with respect to the
Exchange Offer and (ii) use their best efforts to cause such Registration
Statement to be declared effective as soon as practicable after the Target
Filing Date or such earlier filing date, but in no event later than the Target
Effective Date. The Exchange Offer will be registered under the Securities Act
on the appropriate form and duly registered or qualified under applicable state
securities or blue sky laws and will comply with all applicable tender offer
rules and regulations under the Exchange Act and state securities or blue sky
laws. Each of the Purchasers represents that any Exchange Securities received by
it will be acquired in the ordinary course of its business and that, at the time
the Exchange Offer is Consummated, such Purchaser will have no arrangement or
understanding with any Person or the intent to enter into any such arrangement
or understanding to participate in the distribution of the Exchange Securities.
The Registrants further agree to supplement or amend the Registration Statement
filed in respect of the Exchange Offer to the extent required by applicable law,
rules or regulations or by the instructions applicable to the registration form
used by the Registrants for such Registration Statement. The Registrants shall
keep the Registration Statement relating to the Exchange Offer continuously
effective for a period of not less than the minimum period required under
applicable federal and state securities laws; provided, however, that (i) the
Exchange Offer shall remain open and (ii) the Registration Statement relating to
the Exchange Offer shall remain continuously effective for a period of at least
20 consecutive Business Days. Upon acceptance of all tendered Registrable
Securities pursuant to an Exchange Offer and issuance of Exchange Securities in
exchange therefor pursuant to an Exchange Offer in accordance with this Section
2, the provisions of this Agreement shall continue to apply; provided that the
Registrants (i) may omit to comply with such of the procedures set forth in
Section 6 as are required to be complied with only in connection with a Shelf
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Registration or as may be appropriate under the circumstances without adversely
affecting the interests of the Holders of Registrable Securities under this
Agreement, taken as a whole, and (ii) shall have no further obligation to
register Registrable Securities pursuant to this Section 2 or Section 3 of this
Agreement.
(b) If, prior to the Consummation of the Exchange Offer, (i)
the Registrants reasonably determine, or Holders of at least 25% of the
aggregate liquidation amount of Preferred Securities reasonably determine, in
good faith that (A) the Exchange Securities would not, upon receipt, be
tradeable by each such Holder without restriction under the Securities Act and
the Exchange Act and without material restrictions under applicable blue sky or
state securities laws, (B) the interests of the Holders under this Agreement,
taken as a whole, would be materially adversely affected by the Consummation of
the Exchange Offer, (C) after conferring with counsel, the Commission is
unlikely to permit the Consummation of the Exchange Offer or (D) after
conferring with counsel, a Tax Event (as defined below) has occurred after the
date of original issuance of the Securities or there is more than an
insubstantial risk that a Tax Event will occur prior to the time that the
Exchange Offer is Consummated, or (ii) the Holders of at least 25% of the
aggregate liquidation amount of Preferred Securities request that the
Registrants abstain from Consummating the Exchange Offer based upon a written
opinion of counsel to the effect that any of (A) the participation of such
Holders in the Exchange Offer is not legally permitted or (B) a court decision
or administrative action may be reasonably expected to have a material adverse
effect on such Holders in the event such Holders participated in the Exchange
Offer, then the Registrants shall promptly deliver to the Holders notice thereof
(the "Shelf Notice") and as soon as practicable shall file a Shelf Registration
pursuant to Section 3. The parties hereto agree that, following the delivery of
a Shelf Notice, the Registrants shall have no further obligation under this
Section 2 and, upon the Consummation of the Exchange Offer, the Registrants
shall have no obligation under Section 3 hereof. The Registrants will pay all
Registration Expenses incurred in connection with the Exchange Offer, whether or
not it becomes effective or is Consummated.
"Tax Event" means the receipt by the Trust of an Opinion of Counsel
from independent counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Preferred Securities, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days after the date thereof, subject
to United States Federal income tax with respect to interest accrued or received
on the Securities, (ii) the Trust is, or will be within 90 days after the date
thereof, subject to more than a de minimis amount of other taxes, duties or
other governmental charges or (iii) interest payable to the Trust on the
Preferred Securities or Common Securities is not, or within 90 days of the date
thereof, will not be deductible, in whole or in part, by the Company for United
States Federal income tax purposes.
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3. Shelf Registration.
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(a) If the Registrants are required to deliver a Shelf Notice
as contemplated by Section 2(b), then the Registrants shall prepare and file
with the Commission as soon as practicable but not later than the Target Filing
Date, a "shelf" Registration Statement on the appropriate form for an offering
to be made on a continuous basis pursuant to Rule 415 under the Securities Act
covering all of the Registrable Securities (the "Shelf Registration"); provided
that if the Registrants have not yet filed a Registration Statement for an
Exchange Offer, the Registrants shall file the Shelf Registration on or before
the Target Filing Date unless the Shelf Notice is delivered within the 15 day
period prior to the Target Filing Date, in which case the Registrants shall have
15 days from the date of delivery to file the Shelf Registration. The
Registrants will use their best efforts to have the Shelf Registration declared
effective on or before the Target Effective Date and to keep such Shelf
Registration continuously effective for a period (the "Target Effective Period")
of at least 24 months following the Target Effective Date or the date on which
such Shelf Registration is declared effective, if later (or such shorter period
which will terminate when all Registrable Securities covered by such Shelf
Registration have been sold or withdrawn, but not prior to the expiration of the
applicable period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder, if applicable). The Registrants further agree, if necessary, to
supplement or amend the Shelf Registration, as required by the registration form
used by the Registrants for such Shelf Registration or by the instructions
applicable to such registration form or by the Securities Act or as reasonably
requested (which request shall result in the filing of a supplement or
amendment) by any Holder of Registrable Securities to which such Shelf
Registration relates, and the Registrants agree to furnish to the Holders,
Holder's Counsel and any managing underwriter copies of any such supplement or
amendment prior to its being used and/or filed with the Commission.
(b) Any of the Registrants may require each Holder of
Preferred Securities to which such Shelf Registration relates to furnish to such
Registrant such information concerning the Holder and the distribution of the
Preferred Securities as such Registrant may from time to time reasonably
request. Prior to the filing of the initial Shelf Registration and, if requested
by any of the Registrants, the filing of any amendments or supplements thereto,
each Holder of Preferred Securities to which such Shelf Registration relates or
its counsel or agent or representative shall deliver to the Company written
confirmation that neither the Shelf Registration, nor the Prospectus contained
therein, contains any untrue statement of a material fact relating to such
Holder nor omits to state a material fact with respect to such Holder necessary
to make the statements therein not misleading.
(c) Each Holder of Preferred Securities hereby acknowledges
that any notification received by or from any of the Registrants regarding a
proposal of such Registrant to register any of its securities under the
Securities Act, including the filing of the Shelf Registration, may constitute
"material, nonpublic information" under the federal securities laws.
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4. Liquidated Damages.
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If neither the Exchange Offer nor the Shelf Registration is filed on or
before the Target Filing Date, the Company will pay liquidated damages to each
Holder (in its capacity as such and not in its capacity as an independent holder
of its pro rata share of Debentures) in an amount equal to $.05 per $1,000
outstanding liquidation amount of the Preferred Securities per week beginning on
the Target Filing Date. If the Exchange Offer has been filed but is not
Consummated on or before the Target Effective Date, the Company will pay
liquidated damages to each Holder (in its capacity as such and not in its
capacity as an independent holder of its pro rata share of Debentures) in an
amount equal to $.05 per $1,000 outstanding liquidation amount of Preferred
Securities per week beginning on the Target Effective Date. If the Shelf
Registration is filed but has not become effective on or before the Target
Effective Date, the Company shall pay liquidated damages to each Holder (in its
capacity as such and not in its capacity as an independent holder of its pro
rata share of Debentures) in an amount equal to $.05 per $1,000 outstanding
liquidation amount of the Preferred Securities per week beginning on the Target
Effective Date. The weekly liquidated damages associated with a late filing, a
late declaration of effectiveness or a late Consummation shall increase by an
amount equal to $.05 per $1,000 outstanding liquidation amount of the Preferred
Securities 90 days after the Target Filing Date or the Target Effective Date, as
the case may be, and shall thereafter increase by an amount equal to $.05 per
$1,000 outstanding liquidation amount at the end of each subsequent 90 day
period for so long as the Exchange Offer or the Shelf Registration is not filed,
declared effective or Consummated, as the case may be. If a stop order is
imposed or if for any other reason the effectiveness of the Shelf Registration
is suspended for a period in excess of ten consecutive days during the Target
Effective Period, then the Company shall pay liquidated damages to each Holder
(in its capacity as such and not in its capacity as an independent holder of its
pro rata share of Debentures) in an amount equal to $.05 per $1,000 outstanding
liquidation amount of Preferred Securities per week beginning on the day that is
ten consecutive days after the imposition of such stop order or other suspension
of effectiveness. The weekly liquidated damages associated with a suspension of
the effectiveness of the Shelf Registration shall increase by an amount equal to
$.05 per $1,000 outstanding liquidation amount of the Preferred Securities 90
days after the stop order was imposed or the Shelf Registration was otherwise
suspended, and shall thereafter increase by an amount equal to $.05 per $1,000
liquidation amount at the end of each subsequent 90 day period for so long as
the effectiveness remains suspended. Liquidated damages shall be deemed to
commence accruing on the day in which the event triggering such liquidated
damages occurs.
The Company shall pay the liquidated damages due with respect to the
Registrable Securities by depositing with the paying agent under the
Declaration, in trust, for the benefit of the Holders of Preferred Securities
which are entitled to such liquidated damages in accordance with this Section 4,
on or prior to any date that semi-annual distributions are due pursuant to the
terms of the Preferred Securities ("Distribution Date"), in Federal or other
immediately available funds, sums sufficient to pay the liquidated damages then
due. Liquidated damages not previously paid, if any, shall be payable on each
such Distribution Date, and the liquidated damages shall be paid to the record
holders of such Preferred Securities (as of the record date with respect to each
applicable Distribution Date) entitled to receive such liquidated damages. The
Registrants shall notify the
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Trustee immediately after the occurrence of each and every event which, pursuant
to this Section 4, results in any liquidated damages being payable with respect
to the Registrable Securities.
The liquidated damages to be paid to Holders pursuant to this Section 4
shall cease to accrue, (i) with respect to the liquidated damages for failure to
file on or prior to the Target Filing Date, on the day the Exchange Offer or
Shelf Registration is filed, (ii) with respect to the liquidated damages for
failure to Consummate the Exchange Offer or to have the Shelf Registration
declared effective, on or prior to the Target Effective Date, on the day after
the Exchange Offer is Consummated or the Shelf Registration is declared
effective, as the case may be, or (iii) with respect to the liquidated damages
for the suspension of effectiveness, on the day after the reinstatement of
effectiveness of the Shelf Registration.
5. Trust Indenture Act Qualification; Rating.
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(a) At or prior to the effectiveness of the Exchange Offer or the Shelf
Registration, the Registrants will qualify the Indenture and the Declaration
under the Trust Indenture Act.
(b) At or prior to the effectiveness of the Exchange Offer or the Shelf
Registration, the Registrants agree to use their best efforts to obtain ratings
for the Preferred Securities from Standard & Poor's Ratings Group, a division of
XxXxxx-Xxxx, and Xxxxx'x Investors' Service, Inc.
6. Registration Procedures.
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In connection with the registration obligations of the Registrants
pursuant to the terms and conditions of this Agreement, the Registrants shall
comply with the following:
(a) Prior to filing a Registration Statement or Prospectus or
any amendments or supplements thereto, excluding for purposes of this Section
6(a) documents incorporated by reference after the initial filing of the
Registration Statement, the Registrants will furnish to the Holders of Preferred
Securities covered by such Registration Statement (the "Selling Holders"),
Holders' Counsel and the underwriters, if any, draft copies of all such
documents proposed to be filed at least five Business Days prior thereto, which
documents will be subject to the review of such Holders' Counsel and the
underwriters, if any, and the Registrants will not, unless required by law, file
any Registration Statement or amendment thereto or any Prospectus or any
supplement thereto to which Selling Holders of at least a majority of the
aggregate liquidation amount of the Preferred Securities (the "Objecting Party")
shall reasonably object, pursuant to notice given to the Registrants prior to
the filing of such amendment or supplement (the "Objection Notice") and no later
than five Business Days after receipt of the documents to which the Objection
Notice relates. The Objection Notice shall set forth the objections and the
specific areas in the draft documents where such objections arise. The
Registrants shall have five Business Days after receipt of the Objection Notice
to correct such deficiencies to the reasonable satisfaction of the Objecting
Party and will notify each Selling Holder of any stop order issued or threatened
by the Commission in connection therewith and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.
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(b) The Registrants shall promptly prepare and file with the
Commission such amendments and post-effective amendments to the Registration
Statement as may be necessary to keep such Registration Statement effective for
the period required pursuant to Section 2 or Section 3, as the case may be,
cause the Prospectus to be supplemented by any required Prospectus supplement
and, as so supplemented to be filed pursuant to Rule 424 under the Securities
Act; and comply with the provisions of the Securities Act applicable to it with
respect to the disposition of all Registrable Securities covered by such
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Selling Holders set forth in such
Registration Statement or supplement to the Prospectus; provided, however, that
notwithstanding anything contained in Section 6 to the contrary, any of the
Registrants may suspend the effectiveness of a Registration Statement required
hereunder for a reasonable period of time, not to exceed 15 days (a "Suspension
Period"), without incurring liquidated damages, if such Registrant (i) has been
advised by legal counsel that maintenance of such Registration Statement would
require the disclosure of a material transaction or other factor that the
Company determines reasonably and in good faith would have a material adverse
effect on the Company, (ii) no more than two Suspension Periods occur in any
period of 12 consecutive months and (iii) the aggregate duration of all
Suspension Periods in any period of 12 consecutive months does not exceed 20
days; provided, further, that the Target Effective Period for such Registration
Statement shall be extended by the total number of days of all Suspension
Periods.
(c) The Registrants shall promptly furnish to any Selling
Holder and the underwriters, if any, without charge, such number of conformed
copies of such Registration Statement and any post-effective amendment thereto
and such number of copies of the Prospectus (including each preliminary
Prospectus) and any amendments or supplements thereto, and any documents
incorporated by reference therein, as such Selling Holder or underwriter may
request in order to facilitate the disposition of the Preferred Securities being
sold by such Selling Holder (it being understood that the Registrants consent to
the use of the Prospectus and any amendment or supplement thereto by each
Selling Holder and the underwriters, if any, in connection with the offering and
sale of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto).
(d) The Registrants, on or prior to the date on which the
Registration Statement is declared effective, will use their best efforts to
register or qualify the Registrable Securities under such other securities or
"blue sky" laws of such jurisdictions as any Selling Holder, Holders' Counsel or
underwriter requests in writing and do any and all other acts and things which
may be necessary to enable such Selling Holder to consummate the disposition in
such jurisdictions of such Registrable Securities owned by such Selling Holder;
use their best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the period which Registration Statement is
required to be kept effective; and use their best efforts to do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the applicable
Registration Statement; provided, that no Registrant will be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process in
any such jurisdiction where it is not then so subject.
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(e) The Registrants shall use their best efforts to cause the
Registrable Securities covered by such Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Registrants to enable
the Selling Holders to consummate the disposition of Preferred Securities.
(f) The Registrants shall promptly notify each Selling Holder,
Holders' Counsel and any underwriter and (if requested by any such Person)
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of the issuance by the Commission of any stop order suspending
the effectiveness of a Registration Statement or the initiation or threatening
of any proceedings for that purpose, (iii) of the issuance by any state
securities commission or other regulatory authority of any order suspending the
qualification or exemption from qualification of any of the Registrable
Securities under state securities or "blue sky" laws or the initiation of any
proceedings for that purpose, and (iv) of the happening of any event which makes
any statement made in a Registration Statement or related Prospectus untrue or
which requires the making of any changes in such Registration Statement,
Prospectus or documents so that they will not contain any untrue statement or 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, as promptly as
practicable thereafter, use their best efforts to prepare and file with the
Commission and furnish a supplement or amendment to such Prospectus so that, as
thereafter deliverable to the purchasers of such Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(g) The Company shall make generally available to the Selling
Holders as soon as practicable, but not later than 45 days (or 90 days, in the
case of a period that is also the Company's fiscal year) after the close of the
period covered thereby, an earnings statement satisfying the provisions of the
last paragraph of Section 11(a) of the Securities Act and Rule 158 promulgated
under Securities Act covering a 12-month period.
(h) The Registrants, or any of them, shall promptly use their
best efforts to prevent the issuance of any order suspending the effectiveness
of a Registration Statement of which the Registrants, or any of them, have
knowledge, and if one is issued, use their best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement at the
earliest possible moment.
(i) The Registrants, or any of them, shall, if requested by
the managing underwriter or underwriters, if any, Holders' Counsel, or any
Selling Holder, promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters, Holders' Counsel or such Selling Holder reasonably requests, to be
included therein, including, without limitation, with respect to the liquidation
amount of Preferred Securities being sold by such Selling Holder to such
underwriter or underwriters, the purchase price
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being paid therefor by such underwriter or underwriters and with respect to any
other terms of the underwritten offering of the Preferred Securities to be sold
in such offering, and promptly make all required filings of such Prospectus
supplement or post-effective amendment.
(j) The Registrants shall, as promptly as practicable after
filing with the Commission of any document which is incorporated by reference
into a Registration Statement (in the form in which it was incorporated),
deliver a copy of each such document to each of the Selling Holders and to
Holders' Counsel.
(k) The Registrants shall cooperate with the Selling Holders
and the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (which shall not bear any restrictive
legends unless required under applicable law and shall be in a form eligible for
deposit with Depository Trust Company) representing securities sold under such
Registration Statement, and enable such securities to be in such denominations
and registered in such names as the managing underwriter or underwriters, if
any, or such Selling Holders may request and keep available and make available
to the Registrants' transfer agent(s) prior to the effectiveness of such
Registration Statement to the Trustee a supply of such certificates.
(l) The Registrants shall, if applicable, enter into such
customary agreements (including an underwriting agreement in customary form) and
take such other actions as the Selling Holders of at least a majority of the
aggregate liquidation amount of the Preferred Securities being sold or the
underwriters retained by Selling Holders participating in an underwritten public
offering, if any, may request in order to expedite or facilitate the disposition
of such Preferred Securities;
(m) The Registrants shall promptly make available for
inspection by any Selling Holder, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent or representative retained by any such Selling Holder
or underwriter (collectively, the "Inspectors"), all financial and other
records, pertinent corporate documents and properties of the Registrants
(collectively, the "Records"), as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause the Registrants'
officers, directors, trustees and employees to supply all information requested
by any such Inspector in connection with such Registration Statement; provided
that, unless the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the Registration Statement or the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, the Registrants shall not be required to provide any
information under this paragraph (1) if any of the Registrants believes, after
consultation with its counsel and counsel for the Holders, that to do so would
cause such Registrant to forfeit an attorney-client privilege that was
applicable to such information or (2) if either (i) any of the Registrants has
requested and been granted from the Commission confidential treatment of such
information contained in any filing with the Commission or documents provided
supplementally or otherwise or (ii) any of the Registrants reasonably determines
in good faith that such Records are confidential and disclosure thereof would
cause a material detriment to the Registrants and so notifies the Inspectors in
writing unless, prior to furnishing any such information with respect to (i) or
(ii), such Holder requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to
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customary exceptions; and provided, further that each Holder agrees that it
will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Registrants and allow the Registrants
at their expense, to undertake appropriate action and to prevent disclosure of
the Records deemed confidential.
(n) If reasonably requested by Selling Holders of at least a
majority of the aggregate liquidation amount of the Registrable Securities, to
cause the Registrable Securities included in such Registration Statement to be
(i) listed on each securities exchange, if any, on which similar securities
issued by AAG are then listed, if the Registrable Securities so qualify, or (ii)
authorized to be quoted on the National Association of Securities Dealers, Inc.
Automated Quotation or the National Market System of The Nasdaq Stock Market,
if, in either case, the Registrable Securities so qualify.
(o) The Trust shall provide a CUSIP number for all Preferred
Securities not later than the Effective Date of such Registration Statement.
(p) The Registrants shall cooperate with each Selling Holder
and each underwriter participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the National Association of Securities Dealers, Inc.
(q) The Registrants shall, during the period when the
Prospectus is required to be delivered under the Securities Act, promptly file
all documents required to be filed with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act.
Each Selling Holder, upon receipt of any notice from any of the
Registrants of the happening of any event of the kind described in subsection
(f) of this Section 6, shall immediately discontinue disposition of the
Registrable Securities until such Selling Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by subsection (f) of this
Section 6 or until it is advised in writing (the "Advice") by the Registrants
that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the
Prospectus, and, if so directed by the Registrants, such Selling Holder will, or
will request the managing underwriter or underwriters, if any, to, deliver to
the Registrants (at the Registrants' expense) all copies, other than permanent
file copies then in such Selling Holder's possession, of the Prospectus covering
such Registrable Securities current at the time of receipt of such notice. If
any of the Registrants shall give any such notice, the time periods for which a
Registration Statement is required to be kept effective pursuant to Sections 2
and 3 hereof shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
each Selling Holder shall have received (i) the copies of the supplemented or
amended Prospectus contemplated by Section 6(f) or (ii) the Advice.
If any Registration Statement refers to any Selling Holder by name or
otherwise as the holder of any securities of any of the Registrants, then such
Selling Holder shall have the right to require (i) the insertion therein of
language, in form and substance satisfactory to such Selling Holder, to
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the effect that the holding by such Selling Holder of such securities is not to
be construed as a recommendation by such Selling Holder of the investment
quality of the Registrants' securities covered thereby and that such holding
does not imply that such Selling Holder will assist in meeting any future
financial requirements of the Registrants, or (ii) in the event that such
reference to such Selling Holder by name or otherwise is not required by the
Securities Act or any similar Federal or state "blue sky" statute and the rules
and regulations thereunder then in force, the deletion of the reference to such
Selling Holder.
7. Registration Expenses
---------------------
All reasonable expenses incident to the Registrants' performance of or
compliance with this Agreement, including without limitation, all Commission and
securities exchange or National Association of Securities Dealers, Inc.
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities), rating
agency fees, printing expenses, messenger and delivery expenses, internal
expenses (including, without limitation, all salaries and expenses of the
Registrants' officers and employees performing legal or accounting duties), the
fees and expenses incurred in connection with the listing of the securities to
be registered, if any, and reasonable fees and disbursements of counsel for the
Registrants and their independent certified public accountants (including the
expenses of any special audit or "cold comfort" letters required by or incident
to such performance), Securities Act liability insurance (if the Registrants
elect to obtain such insurance), the fees and expenses of any special experts
retained by the Registrants in connection with such registration, reasonable
fees and expenses of other Persons retained by the Registrants, incurred in
connection with each registration hereunder (but not including any underwriting
fees, discounts or commissions attributable to the sale of Registrable
Securities, all of which shall be paid by the Holders) (all such expenses being
herein called "Registration Expenses"), will be borne by the Registrants whether
or not the Exchange Offer or the Shelf Registration, as the case may be, becomes
effective.
8. Indemnification and Contribution.
--------------------------------
(a) INDEMNIFICATION BY THE REGISTRANTS. The Registrants agree
to indemnify and hold harmless, to the full extent permitted by law, each Holder
of Preferred Securities, its officers, directors and each Person who controls
such Holder (within the meaning of the Securities Act), and any agent or
investment adviser thereof against all losses, claims, damages, liabilities and
expenses (including reasonable attorneys' fees and costs of investigation)
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any Registration Statement, any amendment or supplement
thereto, any Prospectus or preliminary Prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same arise out of or are based upon any such untrue statement or omission based
upon information with respect to such Holder furnished in writing to any of the
Registrants by or on behalf of such Holder expressly for use therein. In
connection with an underwritten offering, the Registrants will indemnify the
underwriters thereof, their officers and directors and each Person who controls
such underwriters (within the meaning of
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the Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders of Preferred Securities except with respect to
information provided by the underwriter specifically for inclusion therein.
(b) INDEMNIFICATION BY HOLDERS OF PREFERRED SECURITIES. In
connection with any Registration Statement in which a Holder of Preferred
Securities is participating, each such Holder will furnish to the Registrants in
writing such information with respect to the name and address of such Holder and
such other information as may be reasonably required for use in connection with
any such Registration Statement or Prospectus and agrees to indemnify, to the
full extent permitted by law, the Registrants, their directors, officers,
employees, agents and trustees and each Person who controls any of the
Registrants (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement of
a material fact or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue or alleged untrue statement is
contained in or such omission or alleged omission relates to any information
with respect to such Holder so furnished in writing or the accuracy of which was
confirmed in writing by such Holder specifically for inclusion in any Prospectus
or Registration Statement; provided, however, that such Holder shall not be
liable in any such case to the extent that prior to the filing of any such
Registration Statement or Prospectus or amendment thereof or supplement thereto,
such Holder has furnished in writing to the Registrants information expressly
for use in such Registration Statement or Prospectus or any amendment thereof or
supplement thereto which corrected or made not misleading information previously
furnished to the Registrants. In no event shall the liability of any selling
Holder of Preferred Securities hereunder be greater in amount than the dollar
amount of the proceeds received by such Holder upon the sale of the Preferred
Securities giving rise to such indemnification obligation.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person
entitled to indemnification hereunder agrees to give prompt written notice to
the indemnifying party after the receipt by such Person of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing for which such Person will claim indemnification or
contribution pursuant to this Agreement and, unless in the judgment of counsel
of such indemnified party a conflict of interest may exist between such
indemnified party and the indemnifying party with respect to such claim, permit
the indemnifying party to assume the defense of such claim. Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any settlement made without its consent (but such
consent will not be unreasonably withheld). No indemnifying party will consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation. If the indemnifying party is not entitled to, or elects not to,
assume the defense of a claim, it will not be obligated to pay the fees and
expenses of more than one counsel with respect to such claim, unless in the
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such
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additional counsel or counsels. For the purposes of this Section 8(c), the term
"conflict of interest" shall mean that there are one or more legal defenses
available to the indemnified party that are different from or additional to
those available to the indemnifying party or such other indemnified parties, as
applicable, which different or additional defenses make joint representation
inappropriate.
(d) CONTRIBUTION. If the indemnification from the indemnifying
party provided for in this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party or parties, on the one
hand, and the indemnified party or parties, on the other hand, in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party or parties and indemnified parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact, has been
made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section 8(c), any reasonable legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8(d), no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Preferred Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Preferred Securities of such Selling Holder were
offered to the public exceeds the amount of any damages which such Selling
Holder has otherwise been required to pay by reason of such untrue statement or
omission No Person guilty of fraudulent misrepresentation (within the meaning of
Section 1(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.
If indemnification is available under this Section 8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
Sections 8(a) and 8(b) without regard to the relative fault of said indemnifying
party or indemnified party or any other equitable consideration provided for in
this Section 8(d).
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9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.
-------------------------------------------
No Holder may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell its Registrable Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.
10. Rule 144 and Rule 144A.
----------------------
(a) RULE 144. The Company covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
(or, if the Company is not required to file such reports, it will, upon the
request of any Holder, make publicly available other information so long as
necessary to permit sales under Rule 144 under the Securities Act), and it will
take such further action as any Holder may request, all to the extent required
from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of any Holder, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements;
PROVIDED, HOWEVER, that nothing in this Section 10(a) shall require the Company
to file reports under the Securities Act or the Exchange Act, to register any of
its securities under the Exchange Act, or to make publicly available any
information concerning the Company at any time when it is not required by law or
by any agreement by which it is bound to do any of the foregoing.
(b) Upon the request of any Holder, the Registrants shall
deliver to such holder within 10 days following receipt by the Registrants of
such request, the information required by Section (d)(4) of Rule 144A under the
Securities Act, as such rule may be amended from time to time or any similar
rule or regulation hereafter adopted by the Commission ("Rule 144A"), and will
take such further action as any Holder may 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 or the exemptions
provided by Rule 144A. All information shall be "reasonably current" as defined
in Rule 144A.
11. Transfer or Assignment of Registration Rights.
---------------------------------------------
The rights to cause the Registrants to register Registrable Securities
granted pursuant to this Agreement may be transferred or assigned by any Holder
to a transferee or assignee; provided, however, that the transferee or assignee
of such rights assumes the obligations of such transferor or assignor, as the
case may be, under this Agreement and that such transferee or assignee executes
and delivers a copy of this Agreement to the Registrants.
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12. Miscellaneous.
-------------
(a) OTHER REGISTRATION RIGHTS. The Registrants may grant
registration rights that would permit any Person the right to piggy-back or may
itself exercise its right to piggy-back, on any Shelf Registration, provided
that if the managing underwriter or underwriters, if any, of such offering
delivers an opinion to the Holders that the total amount of securities which
they and the holders of such new piggy-back rights intend to include in any
Shelf Registration is so large as to materially and adversely affect the success
of such offering (including the price at which such securities can be sold),
then only the amount, number or kind of securities to be offered for the account
of holders of such new piggy-back rights (other than the Registrants) will be
reduced to the extent necessary to reduce the total amount of securities to be
included in such offering to the amount, number or kind recommended by the
managing underwriter prior to any reduction in the amount of Registrable
Securities to be included; and provided further that if such offering is not
underwritten, then such piggy-back rights shall only be exercised with the
consent of the Holders of at least a majority of the aggregate principal amount
of the Registrable Securities being offered under such Shelf Registration.
(b) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Registrants have obtained the written consent of
Holders of at least a majority of the aggregate principal amount of the
Registrable Securities then outstanding which are affected by such amendment,
modification, waiver or departure.
(c) NOTICES. All notices and other communications provided for
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telex or telecopier, registered or
certified mail (return receipt requested), postage prepaid or courier to the
parties at the following addresses (or at such other address for any party as
shall be specified by like notice, provided that notices of a change of address
shall be effective only upon receipt thereof). Notices sent by mail shall be
effective\e two (2) days after mailing; notices sent by telex shall be effective
when answered back, notices sent by telecopier shall be effective when receipt
is acknowledged, and notices sent by courier guaranteeing next day deli very
shall be effective on the next business day after timely delivery to the
courier:
(i) if to a Holder at the most current address given
by such Holder to the Company in writing;
(ii) if to any of the Registrants, at its address set
forth in the Purchase Agreement with copies as set forth in the
Purchase Agreement.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of the and be binding upon the successors and assigns of each of the
Registrants and each of the Holders.
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(e) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(g) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without regard to
principles of conflicts of law.
(h) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Purchasers shall be enforceable to the fullest extent permitted by law.
(i) ENTIRE AGREEMENT. This Agreement, together with the other
transaction documents, is intended by the parties as a final expression of their
agreement and is intended to be the complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement, the Indenture and the Purchase Agreement (including the
exhibits to each) supersede all prior agreements and understandings between the
parties with respect to such subject matter.
(j) ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is validly
asserted as a defense the successful party shall, to the extent permitted by
applicable law, be entitled to recover reasonable attorneys' fees in addition to
any other available remedy, provided that the Registrants shall not be required
to pay for more than one firm of attorneys to represent all the Holders.
[Remainder of page intentionally left blank]
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REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
AMERICAN ANNUITY GROUP, INC.
BY: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
AMERICAN ANNUITY GROUP CAPITAL
TRUST II
BY: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Regular Trustee
AAG HOLDING COMPANY, INC.
BY: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
[SIGNATURE PAGES OF HOLDERS FOLLOW]
