REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 22, 2021, by and among Lannett Company, Inc., a Delaware corporation (the “Company”), Deerfield Partners, L.P., Deerfield Private Design Fund III, L.P. and BPC Lending II LLC, (each individually, a “Lender” and together, the “Lenders”).
SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of April 22, 2021, among LANNETT COMPANY, INC., as the Borrower, each Guarantor from time to time party hereto, and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral AgentPledge and Security Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of April 22, 2021 (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, Alter Domus (US) LLC, as administrative agent (in such capacity and any successor in such capacity, the “Administrative Agent”) and Alter Domus (US) LLC, as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
Lannett Company, Inc., as Company INDENTURE Dated as of April 22, 2021 Wilmington Trust, National Association, as Trustee and Note Collateral Agent PROVIDING FOR THE ISSUANCE OF NOTES IN SERIESIntercreditor Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of April 22, 2021, 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”) and note collateral agent (in such capacity, the “Note Collateral Agent”).
AMENDMENT NUMBER ONE TO CREDIT AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENTCredit and Guaranty Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 47, 2020, is entered into by and among LANNETT COMPANY, INC., a Delaware corporation (as further defined in Section 1.1, the “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, jointly and severally, collectively, the “Borrowers” and each individually, a “Borrower”), CERTAIN SUBSIDIARIES OF THE PARENT BORROWER, as Guarantors, the Lenders party hereto from time to time, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”) 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”).
NOTES PLEDGE AND SECURITY AGREEMENT, dated as of April 22, 2021, among LANNETT COMPANY, INC., as the Issuer, each Guarantor from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent and TrusteeNotes Pledge and Security Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
NOTES PLEDGE AND SECURITY AGREEMENT, dated as of April 22, 2021 (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 Indenture (as defined below), the “Issuer”), each Guarantor from time to time a party hereto (together with the Issuer, the “Credit Parties” and each, a “Credit Party”), Wilmington Trust, National Association, as trustee (in such capacity and any successor in such capacity, the “Trustee”) and Wilmington Trust, National Association, as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
ContractRegistration Rights Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of April 22, 2021 among LANNETT COMPANY, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, and ALTER DOMUS (US) LLC as Administrative Agent and...Intercreditor Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 22, 2021, is entered into by and among LANNETT COMPANY, INC., a Delaware corporation (as further defined in Section 1.1, the “Borrower”), THE SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and ALTER DOMUS (US) LLC (“AD”), as the Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as the Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
CASH FLOW INTERCREDITOR AGREEMENT by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Cash Flow Agent and ALTER DOMUS (US) LLC, as Initial Junior Priority Agent dated as of April 22, 2021Cash Flow Intercreditor Agreement • April 26th, 2021 • Lannett Co Inc • Pharmaceutical preparations • New York
This CASH FLOW INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of April 22, 2021, by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Cash Flow Agent”) for the Cash Flow Secured Parties referred to below, and ALTER DOMUS (US) LLC, in its capacity as collateral agent (together with its successors and assigns in such capacity, from time to time, and as further defined herein, the “Initial Junior Priority Agent”) for the Initial Junior Priority Secured Parties referred to below. Capitalized terms defined in Article I hereof are used in this Agreement as so defined.
