OSCIENT PHARMACEUTICALS CORPORATION as Issuer and GUARDIAN II ACQUISITION CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [*] 12.50% Convertible Senior Notes Due 2011Indenture • November 7th, 2008 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
INDENTURE, dated as of [*], between Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, as Issuer (the “Company”), having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451, Guardian II Acquisition Corporation, a Delaware Corporation, having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451, as Guarantor (the “Guarantor”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
INTERCREDITOR AGREEMENT Dated as of [*], 2008 by and among PAUL ROYALTY FUND HOLDINGS II as First Lien Holder and Control Agent and U.S. BANK NATIONAL ASSOCIATION as Second Lien Agent and GUARDIAN II ACQUISITION CORPORATION and OSCIENT PHARMACEUTICALS...Intercreditor Agreement • November 7th, 2008 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of [DATE], and entered into by and among PAUL ROYALTY FUND HOLDINGS II, a California general partnership (the “First Lien Holder”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Noteholders (as defined below), including its successors and assigns from time to time (the “Second Lien Agent”) and PAUL ROYALTY FUND HOLDINGS II, in its capacity as control agent for the First Lien Holder and the Second Lien Agent, including its successors and assigns from time to time (the “Control Agent”) and acknowledged and agreed to by GUARDIAN II ACQUISITION CORPORATION, a Delaware Corporation (“Guardian”) and OSCIENT PHARMACEUTICALS CORPORATION, a Massachusetts corporation (“Oscient” or “Borrower”) and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
FIRST AMENDMENT TO THE REVENUE INTERESTS ASSIGNMENT AGREEMENTRevenue Interests Assignment Agreement • November 7th, 2008 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations
This first amendment dated as of November 5, 2008 (the “First Amendment”) to the Revenue Interests Assignment Agreement, dated July 21, 2006 and restated August 18, 2006, is between and among, Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the “Company”), Guardian II Acquisition Corporation, a wholly-owned Delaware subsidiary of the Company, and Paul Royalty Fund Holdings II, a California general partnership (“PRF”), (the “Agreement”).
