CREDIT AGREEMENT dated as of September 18, 2006, among SCIELE PHARMA, INC., as the US Borrower, SCIELE PHARMA CAYMAN LTD., as the Cayman Borrower THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC, as...Credit Agreement • October 27th, 2006 • Sciele Pharma, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of September 18, 2006, among SCIELE PHARMA, INC., a Delaware corporation (“US Borrower”), SCIELE PHARMA CAYMAN LTD., an exempted company incorporated under Cayman Islands law (“Cayman Borrower”; and together with the US Borrower, “Borrowers”, and each individually a “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and LASALLE BANK NATIONAL ASSOCIATION, as joint lead arrangers (in such capacity, “Arrangers”), LASALLE BANK NATIONAL ASSOCIATION as syndication agent (in such capacity, “Syndication Agent”), and UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) f
SECURITY AGREEMENT By SCIELE PHARMA, INC., as US Borrower and THE OTHER GUARANTORS PARTY HERETO and UBS AG, STAMFORD BRANCH, as Collateral AgentSecurity Agreement • October 27th, 2006 • Sciele Pharma, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT dated as of September 18, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SCIELE PHARMA, INC., a Delaware corporation (the “US Borrower”) and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the US Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
Redacted portions subject to confidential treatment request) DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • October 27th, 2006 • Sciele Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
This Distribution Services Agreement (“Agreement”) is made as of the 1st day of January, 2006 (the “Effective Date”), by and between AmerisourceBergen Drug Corporation (“AmerisourceBergen”), with an address at 1300 Morris Drive, Chesterbrook, PA 19087-5594 and Sciele Pharma, Inc. formerly known as First Horizon Pharmaceutical Corporation, with an address of Five Concourse Parkway, Suite 1800, Atlanta, Georgia 30328, (“Supplier”).
