Registration Rights Agreement

Exhibit 10.35


REGISTRATION RIGHTS AGREEMENT

April 1, 2005

among

AMERICAN STANDARD INC.

as Issuer

AMERICAN STANDARD COMPANIES INC.

and

AMERICAN STANDARD INTERNATIONAL INC.

as Guarantors

and

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
AND
THE OTHER INITIAL PURCHASERS
REFERRED TO HEREIN

as the Initial Purchasers


REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (the " Agreement" ) dated as of April 1, 2005 among American Standard Inc., a Delaware corporation (the " Company" ), as issuer, American Standard Companies Inc. and American Standard International Inc. (each a " Guarantor" and together the " Guarantors" ), as guarantors and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., and the other parties referred to in Annex A hereto (each, an " Initial Purchaser" and collectively, the " Initial Purchasers" ).

This Agreement is made pursuant to the Purchase Agreement dated March 29, 2005 by and among the Company, the Guarantors and the Initial Purchasers (the " Purchase Agreement" ), which provides for the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company' s 5 1 / 2 % Notes due 2015, (the " Notes" ). The Notes will be fully and unconditionally guaranteed (the " Guarantees," and together with the Notes, the " Securities" ) by the Guarantors. In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers' obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions . As used in this Agreement, the following capitalized defined terms shall have the following meanings:

" 1933 Act" shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

" 1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

" Additional Interest" shall have the meaning set forth in Section 2(e) hereof.

" Closing Time" shall mean April 1, 2005.

" Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however , that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York.

" Exchange Offer" shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

" Exchange Offer Registration" shall mean a registration of the Exchange Offer under the 1933 Act effected pursuant to Section 2(a) hereof.


" Exchange Offer Registration Statement" shall mean a registration statement of the Company and the Guarantors on Form S-4 or another appropriate form covering the Exchange Offer and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

" Exchange Securities" shall mean the 5 1 / 2 % Notes due 2015 of the Company and the related guarantees of the Guarantors to be issued under the Indenture with terms identical to the Securities (except that (i) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated and (ii) the transfer restrictions, minimum purchase requirements and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Securities without registration under the 1933 Act shall be eliminated) and offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer.

" Guarantees" shall have the meaning set forth in the preamble of this Agreement.

" Holders" shall mean, as the context requires, (i) the Initial Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered holders of Registrable Securities under the Indenture and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

" Indenture" shall mean the Indenture dated as of April 1, 2005 between the Company, the Guarantors and The Bank of New York, as trustee, as the same may be further amended or supplemented from time to time in accordance with the terms thereof.

" Interest Accrual Date" means April 1, 2005.

" Initial Purchasers" shall have the meaning set forth in the preamble of this Agreement.

" Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities outstanding (voting as one class); provided, however, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage.

" NASD" shall mean the National Association of Securities Dealers, Inc.

" Notes" shall have the meaning set forth in the preamble of this Agreement.

" Notifying Broker-Dealer" shall have the meaning set forth in Section 3(f) hereof.

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" Participating Broker-Dealer" shall have the meaning set forth in Section 3(f) hereof.

" Person" shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization or other entity, or a government or agency or political subdivision thereof.

" Private Exchange Securities" shall have the meaning set forth in Section 2(a) hereof.

" Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed to be incorporated by reference therein.

" Purchase Agreement" shall have the meaning set forth in the preamble to this Agreement.

" Registrable Securities" shall mean the Securities; provided , however , that any Securities shall cease to be Registrable Securities when (i) a Shelf Registration Statement with respect to the resale of such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Shelf Registration Statement, (ii) such Securities shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or is saleable pursuant to Rule 144(k) under the 1933 Act, (iii) such Securities shall have ceased to be outstanding, (iv) such Securities shall have been exchanged for Exchange Securities which have been registered pursuant to the Exchange Offer Registration Statement upon consummation of the Exchange Offer unless such Exchange Securities are held by Participating Broker-Dealers or otherwise are not freely tradable without any limitations or restrictions under the 1933 Act, in which case such Exchange Securities will be deemed to be Registrable Securities until such time as such Exchange Securities are sold to a purchaser in whose hands such Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act or (v) such Securities shall have been exchanged for Private Exchange Securities pursuant to this Agreement, in which case such Private Exchange Securities will be deemed to be Registrable Securities until such time as such Private Exchange Securities are sold to a purchaser in whose hands such Private Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act.

" Registration Default" shall have the meaning set forth in Section 2(e) hereof.

" Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or NASD registration and filing fees, (ii) all fees and

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expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of one firm of counsel for any Holders in connection with qualification of any of the Exchange Securities or Registrable Securities under state or other securities or blue sky laws and any filing with and review by the NASD), (iii) all expenses of any Persons in preparing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, certificates representing the Securities, Private Exchange Securities (if any) or Exchange Securities and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of the Securities, Private Exchange Securities (if any) or Exchange Securities on any securities exchange or exchanges or on any quotation system, (vi) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vii) the fees and disbursements of counsel for the Company and the Guarantors and the fees and expenses of independent public accountants for the Company and the Guarantors or for any other Person, business or assets whose financial statements are included in any Registration Statement or Prospectus, (viii) the fees and expenses of the Trustee, any registrar, any depositary, any paying agent, any escrow agent or any custodian, in each case including fees and disbursements of their respective counsel, (ix) the reasonable fees and expenses of counsel to the Initial Purchasers in connection with the Exchange Offer and (x) the reasonable fees and disbursements, if any, of one firm of special counsel representing the Holders of Registrable Securities designated pursuant to Section 2(c) below.

" Registration Statement" shall mean any registration statement of the Company and the Guarantors relating to any offering of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, any Exchange Offer Registration Statement and any Shelf Registration Statement), and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto (other than the Statement of Eligibility under the TIA of the Trustee on Form T-1) and all material incorporated or deemed to be incorporated by reference therein.

" SEC" shall mean the U.S. Securities and Exchange Commission or any successor thereto.

" Securities" shall have the meaning set forth in the preamble to this Agreement.

" Shelf Registration" shall mean a registration covering the resale of Securities or Private Exchange Securities (if any) effected pursuant to Section 2(b) hereof.

" Shelf Registration Statement" shall mean a registration statement of the Company and the Guarantors on Form S-3 filed pursuant to Rule 415(a)(1)(i) under the 1933 Act covering the Shelf Registration, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the

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Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

" TIA" shall mean the Trust Indenture Act of 1939, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

" Trustee" shall mean the trustee with respect to the Securities, the Private Exchange Securities (if any) and the Exchange Securities under the Indenture.

For purposes of this Agreement, (i) all references in this Agreement to any Registration Statement, preliminary prospectus or Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system; (ii) all references in this Agreement to financial statements and schedules and other information which is " contained" , " included" , " disclosed" or " stated" in any Registration Statement, preliminary prospectus or Prospectus (or other references of like import) shall be deemed to include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be, at the time of effectiveness or delivery, as the case may be; (iii) all references in this Agreement to amendments or supplements to any Registration Statement, preliminary prospectus or Prospectus shall be deemed to include the filing of any document under the 1934 Act which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be, after the time of effectiveness or delivery, as the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A or Rule 405 under the 1933 Act, and all references to any sections or subsections thereof or terms defined therein, shall in each case include any successor provisions thereto; and (v) all references in this Agreement to days (but not to business days) shall mean calendar days.

2. Registration Under the 1933 Act .

(a) Exchange Offer Registration . To the extent not prohibited by applicable law or by applicable interpretations of the staff of the SEC, the Company and the Guarantors shall use reasonable best efforts to (A) file with the SEC on or prior to the 120th day after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 210th day after the Closing Time, (C) cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) consummate the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (1) is not an affiliate of the Company or either Guarantor within the meaning of Rule 405 under the 1933 Act or an Initial Purchaser holding Securities acquired by it and having the status of an unsold allotment in the initial offering and sale of Securities pursuant to the Purchase Agreement, (2) acquires the Exchange Securities in the ordinary course of such Holder' s business and (3) has no

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arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Securities and is not engaged in, and does not intend to engage in, any such distribution) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states of the United States.

In connection with the Exchange Offer, the Company shall:

(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Exchange Offer open for not less than 20 business days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities;

(iii) use the services of a depositary or other exchange agent with an address in the Borough of Manhattan, The City of New York, for the Exchange Offer;

(iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open;

(v) notify each Holder that any Registrable Security not tendered, or tendered and subsequently withdrawn, will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein) or accrue Additional Interest; and

(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer.

If, at or prior to the consummation of the Exchange Offer, any Initial Purchaser holds any Securities acquired by it and having the status of an unsold allotment in the initial offering and sale of Securities pursuant to the Purchase Agreement, or any Holder is not entitled to participate in the Exchange Offer because of applicable law or interpretations thereof by the staff of the SEC, the Company shall, upon the request of such Initial Purchaser or Holder, simultaneously with the delivery of the Exchange Securities in the Exchange Offer to other Holders, issue and deliver to such Initial Purchaser or Holder in exchange for such Securities a like principal amount of debt securities of the Company (" Private Exchange Securities" ), and the Guarantors shall provide corresponding guarantees, to be issued under the Indenture with terms identical to the Exchange Securities, except that such debt securities and related guarantees shall be subject to transfer restrictions and minimum purchase requirements, shall bear a legend relating to restrictions on ownership and transfer identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest. The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to

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do so, the Company will, at such time as any Private Exchange Security ceases to be a " restricted security" within the meaning of Rule 144 under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities.

The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. Interest on each Exchange Security and such Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date.

The Indenture shall provide that the Exchange Securities, the Private Exchange Securities (if any) and the Securities of each series shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture.

As soon as practicable after the close of the Exchange Offer, the Company shall:

(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the related letter of transmittal;

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and

(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange.

The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company' s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (iii) the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (1) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company or an Initial Purchaser holding Securities acquired by it and having the status of an unsold allotment in the initial offering and sale of Securities pursuant to the Purchase Agreement, (2) any Exchange Securities to be received by it will be acquired in the ordinary course of business and (3) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities and is not engaged in, and does not intend to engage in, any such distribution, and shall be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available.

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(b) Shelf Registration . (i) If, because of any change in law or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantors are not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 210 days following the Closing Time or (B) the Exchange Offer is not consummated within 45 days after effectiveness of the Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 210-day period or if the Exchange Offer shall be consummated after such 45-day period, then the Company' s obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 210-day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser holding Securities acquired directly from the Company and the Guarantors as part of the offering and sale of Securities pursuant to the Purchase Agreement) is not eligible to participate in the Exchange Offer because of any change in law or applicable interpretations thereof by the staff of the SEC or elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchasers (provided that, in the case of this clause (iv), such Initial Purchaser shall hold Registrable Securities (including, without limitation, Private Exchange Securities) that it acquired directly from the Company and the Guarantors as part of the offering and sale of Securities pursuant to the Purchase Agreement and such request is made before the date that is 90 days after consummation of the Exchange Offer), the Company and the Guarantors shall, at their cost:

(A) as promptly as practicable, but no later than (a) the 210th day after the Closing Time or (b) the 60th day after any such filing obligation arises, whichever is later, file with the SEC a Shelf Registration Statement relating to the resale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution set forth in such Shelf Registration Statement;

(B) use reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as practicable, but in no event later than the 90th day after the date on which the Company is required to file the Shelf Registration Statement. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) above, the Company and the Guarantors shall, file and use reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities other than the Private Exchange Securities (if any) and a Shelf Registration Statement (which may be combined with the Exchange Offer Registration Statement) with respect to resales of Registrable Securities held by such Holder or such Initial Purchaser, as applicable;

(C) use reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (x) of two years after the latest date on which any Securities are originally issued by the Company and the Guarantors (subject to extension pursuant to the last paragraph of Section 3) or, (y) if earlier, when all of the Registrable Securities covered by such Shelf Registration

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Statement (i) have been sold pursuant to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) become eligible for resale pursuant to Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Securities; and

(D) notwithstanding any other provisions hereof, use reasonable best efforts to ensure that (i) the Shelf Registration Statement and each amendment thereto (if any) and the Prospectus forming a part thereof and each amendment or supplement thereto comply in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) neither the Shelf Registration Statement nor any amendment thereto, when it becomes effective, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) except during circumstances described in the last two paragraphs of Section 3, neither the Prospectus forming part of the Shelf Registration Statement nor any amendment or supplement thereto includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of Citigroup Global Markets Inc. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities as many copies of any such supplement or amendment ...