Registration Rights AgreementRegistration Rights Agreement • January 22nd, 2007 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
Headwaters Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (the “Initial Purchasers”) listed on Schedule 1 to the purchase agreement dated January 16, 2007 (the “Purchase Agreement”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), $160,000,000 aggregate principal amount of its 2.50% Convertible Senior Subordinated Notes due 2014 (the “Notes”), upon the terms and subject to the conditions set forth in the Purchase Agreement.
HEADWATERS INCORPORATED PURCHASE AGREEMENT January 16, 2007Purchase Agreement • January 22nd, 2007 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
Headwaters Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $135,000,000 principal amount of its 2.50% Convertible Senior Subordinated Notes due 2014 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture to be dated as of 22, 2007 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the several Initial Purchasers not more than an additional $25.0 million principal amount of its 2.50% Convertible Senior Subordinated Notes due 2014 (the “Additional Securities”) if and to the extent that the Representatives (as defined below) shall have determined to exercise, on behalf of the Initial Purchasers, the right to purchase such Additional Securities (or any portion thereof) granted in Section 2 hereof. The Firm Securities and the Additional Securities are
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandCall Option Transaction • January 22nd, 2007 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Headwaters Incorporated (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandWarrant Agreement • January 22nd, 2007 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Headwaters Incorporated(“Company”) to JPMorganChase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
