LANNETT COMPANY, INC., as CompanyIndenture • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of November 25, 2015, as amended or supplemented from time to time (this “Indenture”), among LANNETT COMPANY, INC., a Delaware corporation, the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 25, 2015, is entered into by and between Lannett Company, Inc., a Delaware corporation (the “Company”), and UCB Manufacturing, Inc., a Delaware corporation (“UCB”).
CREDIT AND GUARANTY AGREEMENT dated as of November 25, 2015 among LANNETT COMPANY, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., RBC CAPITAL MARKETS(1) and...Credit and Guaranty Agreement • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of November 25, 2015, is entered into by and among LANNETT COMPANY, INC., a Delaware corporation (as further defined in Section 1.1, the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
ContractWarrant Agreement • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS.
SUPPLEMENT NO. 1 TO THE PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations
SUPPLEMENT NO. 1, dated as of November 25, 2015 (this “Supplement”), to the Pledge and Security Agreement dated as of November 25, 2015 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Security Agreement”), among the Borrower, each Guarantor from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity and any successor in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 25, 2015 (this “Supplemental Indenture”), is by and among Lannett Company, Inc., a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Company”), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a “New Subsidiary Guarantor” and collectively, the “New Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
PLEDGE AND SECURITY AGREEMENT, dated as of November 25, 2015, among LANNETT COMPANY, INC., as the Borrower, each Guarantor from time to time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent,Pledge and Security Agreement • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
PLEDGE AND SECURITY AGREEMENT, dated as of November 25, 2015 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, this “Agreement”), among LANNETT COMPANY, INC., a Delaware corporation (as further defined in the Credit Agreement (as defined below), the “Borrower”), each Guarantor from time to time a party hereto, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity and any successor in such capacity, the “Administrative Agent”), Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
AMENDMENT NO. 2 dated as of November 25, 2015 (this “Amendment”) to the Stock Purchase Agreement dated as of September 2, 2015, as amended by Amendment No. 1 dated as October 27, 2015 (the “Agreement”), among UCB S.A., a limited liability company organized under the laws of Belgium, UCB Manufacturing, Inc., a Delaware corporation, and Lannett Company, Inc., a Delaware corporation. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.
CREDIT AGREEMENT JOINDERCredit Agreement Joinder • December 2nd, 2015 • Lannett Co Inc • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT JOINDER (this “Agreement”), dated as of November 25, 2015, is made by and among Kremers Urban Pharmaceuticals Inc., an Indiana corporation (the “New Subsidiary Credit Party”), Lannett Company, Inc. a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereof, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”), under that certain Credit and Guaranty Agreement, dated as of November 25, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the guarantors party thereto from time to time, the Administrative Agent and the lenders party thereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
