Standard Contracts
KENDLE INTERNATIONAL INC. $175,000,000 Principal AmountUnderwriting Agreement • July 16th, 2007 • Kendle International Inc • Services-commercial physical & biological research • New York
The Notes are to be issued pursuant to an indenture dated as of March 21, 2007, between the Company and LaSalle Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of July 16, 2007 between the Company and the Trustee (such indenture, as supplemented, the “Indenture”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company (the “Shares”).
July 10, 2007Issuer Warrant Transaction • July 16th, 2007 • Kendle International Inc • Services-commercial physical & biological research • New York
The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between JPMorgan Chase Bank, National Association, London Branch (the “Dealer”), represented by J.P. Morgan Securities Inc. (the “Agent”) as its agent, and Kendle International Inc. (the “Issuer”). This communication constitutes a “Confirmation” as referred to in the ISDA Form (as defined below).
SUPPLEMENTAL INDENTURE NO. 1 Dated as of July 16, 2007 to INDENTURE Dated as of March 21, 2007Supplemental Indenture • July 16th, 2007 • Kendle International Inc • Services-commercial physical & biological research • New York
SUPPLEMENTAL INDENTURE NO. 1 (the “Supplemental Indenture”), dated as of July 16, 2007, between Kendle International Inc., an Ohio corporation (the “Company”), and LaSalle Bank National Association, a national banking association, as trustee (the “Trustee”).
