TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • October 25th, 2007 • Harman International Industries Inc /De/ • Household audio & video equipment • Delaware
TERMINATION AND SETTLEMENT AGREEMENT, dated as of October 22, 2007 (this “Agreement”), among HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware corporation (the “Company”), KHI PARENT INC., a Delaware corporation (“Parent”), KHI MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), KKR 2006 FUND, L.P. (“KKR Fund”), KOHLBERG KRAVIS ROBERTS & CO. L.P. (“KKR & Co.” and, together with KKR Fund, “KKR”), and GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P., GS CAPITAL PARTNERS VI GMBH & CO. KG, and GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (collectively, “GSCP” and together with Parent, Merger Sub and KKR, the “Sponsor Parties”).
NOTE PURCHASE AGREEMENT by and between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, THE PURCHASERS NAMED HEREIN, and, for limited purposes, KOHLBERG KRAVIS ROBERTS & CO. L.P. October 22, 2007Note Purchase Agreement • October 25th, 2007 • Harman International Industries Inc /De/ • Household audio & video equipment • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2007, by and among HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware corporation (the “Company”), the PURCHASERS NAMED IN EXHIBIT A attached hereto (each, a “Purchaser” and collectively, the “Purchasers”) and, solely for purposes of Article 1, Sections 4.6, 5.5, 5.6 and 7.1 and Article 9 hereof, KOHLBERG KRAVIS ROBERTS & CO. L.P. (“KKR”) (each of KKR and GSCP (as defined below) may be hereinafter referred to as, a “Sponsor” and KKR and GSCP may be hereinafter referred to collectively, “Sponsors”).
REGISTRATION RIGHTS AGREEMENT by and between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED and KKR I-H LIMITED GS CAPITAL PARTNERS VI FUND, L.P. GS CAPITAL PARTNERS VI PARALLEL, L.P. GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. GS CAPITAL PARTNERS VI...Registration Rights Agreement • October 25th, 2007 • Harman International Industries Inc /De/ • Household audio & video equipment • New York
This Agreement is made pursuant to the Note Purchase Agreement, dated October 22, 2007 (the “Purchase Agreement”), by and among the Company, the Purchasers and, solely for purposes of Articles 1, Sections 4.6, 5.5, 5.6 and 7.1 and Article 9 thereto, Sponsors (as defined below), which provides for the sale by the Company to the Purchasers of $400,000,000 aggregate principal amount of the Company’s 1.25% Convertible Senior Notes due 2012 (the “Notes”). The Notes together with the shares of Common Stock (as defined below) into which the Notes are convertible are referred to herein as the “Securities.” In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
