CREDIT AGREEMENT dated as of March 15, 2010 among KENDLE INTERNATIONAL INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • March 16th, 2010 • Kendle International Inc • Services-commercial physical & biological research • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 15, 2010 among KENDLE INTERNATIONAL INC., the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 16th, 2010 • Kendle International Inc • Services-commercial physical & biological research • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 15, 2010 by and among KENDLE INTERNATIONAL INC., an Ohio corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
GUARANTYGuaranty • March 16th, 2010 • Kendle International Inc • Services-commercial physical & biological research • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of March 15, 2010 by and among each of the Subsidiaries of Kendle International Inc. (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
