INDENTURE Dated as of September 6, 2018 Among CONCORDIA INTERNATIONAL CORP. THE GUARANTORS PARTY HERETO and GLAS TRUST COMPANY LLC as Trustee 8.000% FIRST LIEN SENIOR SECURED NOTES DUE 2024Indenture • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • New York
INDENTURE, dated as of September 6, 2018, among CONCORDIA INTERNATIONAL CORP. (formerly known as Concordia Healthcare Corp.), a corporation continued under the laws of Canada (the “Company”), the Guarantors (as defined herein) party hereto and GLAS Trust Company LLC (“GLAS”), a limited liability company organized and existing under the laws of the State of New Hampshire, as Trustee.
CREDIT AND GUARANTY AGREEMENT dated as of September 6, 2018 amongCredit and Guaranty Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT JOINDER (this “Agreement”), dated as of, _____________, _________, is made by and among ________________, a ______________________ (the “New Subsidiary Credit Party”), Concordia International Corp. a corporation organized under the laws of Canada (the “Borrower”), the Guarantors identified on the signature pages hereof, GLAS Trust Company LLC, as administrative agent (the “Administrative Agent”) under that certain Credit and Guaranty Agreement, dated as of September 6, 2018 (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, any Additional Borrowers that become 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.
Dated the 7th of September 2018 Exchange Rights AgreementExchange Rights Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • England and Wales
INVESTOR RIGHTS AGREEMENT of CONCORDIA INTERNATIONAL CORP. dated as of September 6, 2018Investor Rights Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • Ontario
The board of directors (the “Board”) of Concordia International Corp. (the “Corporation”) believes that each director should have the confidence and support of the Corporation’s shareholders (each a “Shareholder” and collectively the “Shareholders”). To this end, the Board has unanimously adopted this majority voting policy (the “Policy”) providing for majority voting in director elections at any meeting of the Corporation’s shareholders other than at “contested meetings”. For the purposes of this Policy, a “contested meeting” means a meeting at which the number of directors nominated for election is greater than the number of seats available on the Board.
