HEADWATERS INCORPORATED PURCHASE AGREEMENT January 16, 2007Purchase Agreement • March 26th, 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
