OSCIENT PHARMACEUTICALS CORPORATION as Issuer and GUARDIAN II ACQUISITION CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [*] 12.50% Convertible Guaranteed Senior Notes Due 2011Indenture • November 21st, 2008 • Guardian II Acquisition CORP • Pharmaceutical preparations • New York
INDENTURE, dated as of [*], between Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, as Issuer (the “Company”), having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451, Guardian II Acquisition Corporation, a Delaware Corporation, having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451, as Guarantor (the “Guarantor”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
SECURITY AGREEMENTSecurity Agreement • November 17th, 2008 • Guardian II Acquisition CORP • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2006 by and between Guardian II Acquisition Corporation, a Delaware corporation (“Guardian”), and Paul Royalty Fund Holdings II, a California general partnership (together with its Affiliates, “PRF”).
SECURITY AGREEMENTSecurity Agreement • November 17th, 2008 • Guardian II Acquisition CORP • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2008 by and between Guardian II Acquisition Corporation, a Delaware corporation (“Guardian”), and U.S. Bank National Association, in its capacity as collateral agent for the Noteholders (as defined in Schedule 1 hereto) (the “Collateral Agent”).
