KNOWLES CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 4, 2016 3.25% Convertible Senior Notes due 2021Indenture • May 4th, 2016 • Knowles Corp • Household audio & video equipment • New York
INDENTURE dated as of May 4, 2016 between KNOWLES CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
HSBC Bank USA, National Association New York, NY 10018Knowles Corp • May 4th, 2016 • Household audio & video equipment
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between HSBC Bank USA, National Association (“Dealer”) and Knowles Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
April 28, 2016 To: Knowles Corporation Itasca, Illinois 60143 Attention: Nilson Rodrigues Title: VP & Treasurer Telephone No.: ###-###-#### Re: Base WarrantsLetter Agreement • May 4th, 2016 • Knowles Corp • Household audio & video equipment • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Knowles Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
KNOWLES CORPORATION Purchase AgreementKnowles Corp • May 4th, 2016 • Household audio & video equipment • New York
Knowles Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $22,500,000 principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 3.25% Convertible Senior Notes due 2021 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), or a combination of cash and Common Stock,
