SECOND AMENDED AND RESTATED MULTI-CURRENCY, MULTI-OPTION CREDIT AGREEMENT Among HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, HARMAN HOLDING GMBH & CO. KG, the Several Lenders From Time to Time Parties Hereto J.P. MORGAN SECURITIES INC., as Arranger JPMORGAN CHASE BANK, N.A., as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATION, BAYERISCHE HYPO - UND VEREINSBANK AG, NEW YORK BRANCH, and BANK OF TOKYO - MITSUBISHI UFJ TRUST COMPANY as Syndication Agents Dated as of March 31, 2009 (May 8th, 2009)
WHEREAS, the Company is party to that certain Amended and Restated Multi-Currency, Multi-Option Credit Agreement, dated as of June 22, 2006 (the "Existing Credit Agreement"), among the Company, Harman Holding GmbH & Co. KG, as an additional borrower, the several banks and other financial institutions from time to time parties thereto, HSBC Bank USA, National Association, Bayerische Hypo - und Vereinsbank AG, New York Branch and Bank of Tokyo-Mitsubishi Trust Company, as syndication agents, J.P. Morgan Securities Inc., as arranger, and JPMorgan Chase Bank, N.A., as administrative agent;
May 28, 2008 Dear Dr. Harman: (June 2nd, 2008)
This letter memorializes the discussions between you and the other members of the Board of Directors regarding your retirement as non-executive Chairman of Harman International Industries, Inc. (the Company). On behalf of myself, the Board, and the Company, I thank you again for the leadership and vision with which you have founded, built, and guided the Company for over 50 years. I especially want to thank you for your leadership over the past few years in the process of transitioning the Company and for the critical guidance and advice you have shared with me.
November 29, 2007 Dear Dinesh: (December 4th, 2007)
Reference is made to the Letter Agreement, as amended, dated as of May 8, 2007 (the Letter Agreement) by and between Harman International Industries, Incorporated (the Company) and you. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
Termination and Settlement Agreement (October 25th, 2007)
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).
April 30, 2007 (May 10th, 2007)
May 8, 2007 Dear Dinesh: (May 9th, 2007)
On behalf of Harman International Industries, Incorporated (Harman), I submit an offer for the position of President, Chief Executive Officer and Vice Chairman of Harman. The Board of Directors of Harman (Board) will use all reasonable efforts consistent with legal and NYSE listing requirements to appoint you as a member of the Board on your start date (defined below). In your capacity as President, Chief Executive Officer and Vice Chairman of Harman, all staff and other functions of the Company shall report, directly or indirectly (through a subordinate of yours who reports directly to you), only to you and you will report directly to me so long as I remain Executive Chairman. If I cease for any reason to be Executive Chairman, you will report solely to the Board. Your principal place of employment will be an office we shall establish in the Stamford, Connecticut area and you will have a supplemental office available in our Washington, D.C. office when you travel there on business. Th
Re: Exclusive Consulting Agreement ("Agreement") (February 9th, 2007)
This letter is written to confirm the terms of your engagement as a consultant to Harman International Industries, Inc. and its subsidiaries (collectively, the "Company") following termination of your employment with the Company, which we now anticipate will be at the end of August 2008. This letter agreement ("Agreement") will become effective when countersigned by you, and your engagement as a consultant will commence upon termination of your employment, on the terms set forth below. It is our mutual intention that, following the termination of your November 6, 2006 employment agreement with the Company ("Current Employment Agreement"), this Agreement will supersede and replace any and all other employment, consulting or other agreements with the Company save for any separate written agreements now existing regarding post-employment benefits to which you are entitled under your Current Employment Agreement,
November 6, 2006 Re: Employment Agreement ("Agreement") Dear Dr. Geiger: (November 9th, 2006)
We are pleased to offer you the position of Chief Strategy Officer and Chief Technology Officer for Harman International Industries, Inc. (the "Company"), effective as of October 1, 2006, on the terms set forth below. This letter agreement ("Agreement") will, when signed by you, amend and restate in its entirety your existing employment agreement dated July 1, 2003, as amended by letter agreement dated August 6, 2004.
Harman International Industries, Incorporated 8500 Balboa Blvd., P.O. Box 2200,Northridge, CA 91329 (818) 893-8411 August 6, 2004 Re: Amendment to Employment Agreement Dear Dr. Geiger: (September 8th, 2004)
We are pleased to offer you the position of Executive Vice President and Chief Technology Officer for Harman International Industries, Inc. (the "Company"), and Executive Chairman of the Company's Automotive OEM Business Group, on the terms set forth below. This letter agreement ("Amendment Agreement") will, when signed by you, amend your existing employment agreement dated July 1, 2003 (the "2003 Agreement") as follows: