JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandHorizon Global Corp • February 1st, 2017 • Motor vehicle parts & accessories • 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 (“Dealer”) and Horizon Global 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.
Wells Fargo Bank, National Association New York, NY 10152 Attn: Structuring Services Group Email: CorporateDerivativeNotifications@wellsfargo.comHorizon Global Corp • February 1st, 2017 • Motor vehicle parts & accessories • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Horizon Global Corporation (“Company”) to Wells Fargo Bank, National Association (“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.
HORIZON GLOBAL CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 1, 2017 2.75% Convertible Senior Notes due 2022First Supplemental Indenture • February 1st, 2017 • Horizon Global Corp • Motor vehicle parts & accessories
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of February 1, 2017 between HORIZON GLOBAL CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.02) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.02).
Horizon Global Corporation 2.75% Convertible Senior Notes due 2022 UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2017 • Horizon Global Corp • Motor vehicle parts & accessories • New York
Horizon Global Corporation, a Delaware corporation (the “Company”) confirms its agreement with J.P. Morgan Securities LLC (“J.P. Morgan”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company to the Underwriters of an aggregate of $110,000,000 principal amount of its 2.75% Convertible Senior Notes due 2022 (the “Initial Securities”) to be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (as defined herein) (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture to be dated as of the Closing Date (the “First Suppl
Horizon Global Corporation 4,000,000 Shares of Common Stock UNDERWRITING AGREEMENTHorizon Global Corp • February 1st, 2017 • Motor vehicle parts & accessories • New York
