INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of May 30, 2008 (this “Agreement”) by and among NPIL Pharma Inc., a Delaware corporation (together with any successor or assigns thereof or any subsequent holder of the Subordinated Obligations referred to below, the “Subordinated Lender”), RXELITE, INC., a Delaware corporation (the “Company”), each subsidiary of the Company listed on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"; together with the Company and their respective successors and assigns (including any trustee or debtor-in-possession for or of any such Person), being collectively, the “Obligors” and each an “Obligor”), and CASTLERIGG MASTER INVESTMENTS LTD., a British Virgin Islands company, in its capacity as collateral agent (in such capacity, together with any successors or assigns, the “Senior Agent”) for the Senior Creditors under the Senior Transaction Documents (as such terms are defined below).
ContractLoan and Security Agreement • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF MAY ___, 2008, AMONG NPIL PHARMA INC., RXELITE, INC. AND CASTLERIGG MASTER INVESTMENTS LTD.
ContractIntercreditor and Subordination Agreement • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS SECURED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF MAY ___, 2008, AMONG NPIL PHARMA INC., RXELITE, INC. AND CASTLERIGG MASTER INVESTMENTS LTD.
AMENDMENT AND WAIVERAmendment and Waiver • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations
This AMENDMENT AND WAIVER (this “Amendment”), dated as of May 30, 2008, is made by and between RxElite, Inc., a Delaware corporation (the “Company”), and Castlerigg Master Investments Ltd., a British Virgin Islands company (the “Holder” or “Castlerigg”). The Company and the Holder are, collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Senior Secured Convertible Note, issued by the Company to the Holder on December 31, 2007 in the principal amount of $10,500,000, as may have been previously amended (the “Note”), pursuant to that certain Securities Purchase Agreement dated as of December 31, 2007 by and between the Company and the Holder (the “Securities Purchase Agreement”).
