AMENDMENT NO. 5 TO SECOND LIEN CREDIT AGREEMENTCredit Agreement • July 20th, 2020 • Teligent, Inc. • Pharmaceutical preparations • New York
THIS SECOND LIEN CREDIT AGREEMENT, dated as of December 13, 2018, is among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), and ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
EXCHANGE AGREEMENTExchange Agreement • July 20th, 2020 • Teligent, Inc. • Pharmaceutical preparations
This Exchange Agreement (this “Agreement”) is dated July 20, 2020 (the “Effective Date”), by and among each of the undersigned individuals or entities (the “Undersigned Entities” and each an “Undersigned Entity”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom such Undersigned Entity holds contractual and investment authority (each Account, as well as such Undersigned Entity if it is exchanging Old Notes (as defined below) hereunder, a “Holder”), Teligent, Inc., a Delaware corporation, (the “Company”), and the entities listed on the signature pages hereof as the initial “Subsidiary Guarantors” (the “Subsidiary Guarantors”).
Teligent, Inc. (Company) The Subsidiary Guarantors named herein (Subsidiary Guarantors) Wilmington Trust, National Association (Trustee and Collateral Agent) INDENTURE Dated as of July 20, 2020Indenture • July 20th, 2020 • Teligent, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH...Warrant • July 20th, 2020 • Teligent, Inc. • Pharmaceutical preparations • Delaware
This WARRANT (this “Warrant”) of TELIGENT, INC., a Delaware corporation (the “Company”), is being executed and delivered in connection with that certain Second Lien Credit Agreement, dated as of December 13, 2018 (as the same may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), by and among the Company, [l], a [l] (the “Holder”), and the other parties thereto, and is for the purchase of shares of the Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. Any capitalized terms used herein without definition shall have the meanings specified in Section 1 below.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 20th, 2020 • Teligent, Inc. • Pharmaceutical preparations • New York
THIS FIRST LIEN REVOLVING CREDIT AGREEMENT, dated as of December 13, 2018, is among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), and ACF FINCO I LP, a Delaware limited partnership (“ACF”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
Teligent, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Purchasers named on Schedule A hereto (the “Purchasers”), acting severally and not jointly, the Company’s 9.5% Series C Senior Secured Convertible Notes...Silverback Confidentiality Agreement • July 20th, 2020 • Teligent, Inc. • Pharmaceutical preparations • New York
The Notes will be issued pursuant to the provisions of that certain Indenture, to be dated as of the date of the Closing (as defined below) (the “Indenture”), by and among the Company, the entities listed on the signature pages thereto as the initial “Subsidiary Guarantors” (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, in its capacity as trustee (together with its successors and assigns, in such capacity, the “Trustee”) and in its capacity as collateral agent (together with its successors and assigns, in such capacity, the “Collateral Agent”). The payment of principal of, premium (including the Company’s obligations under Section 2(b)), and interest on the Notes will be fully and unconditionally guaranteed as set forth in the Indenture (the “Guarantee”), jointly and severally, by each of the Subsidiary Guarantors party hereto. Guarantees shall be provided pursuant to the Indenture by each of the Company’s Subsidiaries (defined below) that guarantees (a) the
