June 8, 2010Confidential Treatment Requested • June 9th, 2010 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Reference is hereby made to that certain Senior Secured Term Loan Agreement (as amended, the “Loan Agreement”), by and between Emisphere Technologies, Inc. (“Emisphere”) and MHR Institutional Partners IIA LP (together with its affiliates, “MHR”), and that certain Pledge and Security Agreement by and between Emisphere and MHR (as amended, the “Pledge and Security Agreement”), each dated as of September 26, 2005. Reference is also made to that certain Investment and Exchange Agreement, dated September 26, 2005, among Emisphere, MHR and certain of MHR’s Affiliates (as defined in the Pledge and Security Agreement) and the 11% Senior Secured Convertible Notes (the “Notes” and together with the Investment and Exchange Agreement, the Loan Agreement and the Pledge and Security Agreement and any related documents, the “MHR Loan Documents”).
