INDENTURE Dated as of October 21, 2015 Among CONCORDIA HEALTHCARE CORP. THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.500% SENIOR NOTES DUE 2022Indenture • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
INDENTURE, dated as of October 21, 2015, among Concordia Healthcare Corp., a corporation incorporated under the laws of the Province of Ontario (the “Company”), the Guarantors (as defined herein) party hereto and U.S. Bank National Association, a national banking association, as Trustee.
CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, CREDIT SUISSE SECURITIES (USA)...Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, any Additional Borrowers that become party to this Agreement from time to time, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“GS”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
GOVERNANCE AGREEMENTGovernance Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • Ontario
THIS GOVERNANCE AGREEMENT (this “Agreement”) is dated and effective as of October 21, 2015 between and Concordia Healthcare Corp., a corporation governed under the Laws of the Province of Ontario (“Concordia”), Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey whose registered office is at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (“Cinven”), and the persons whose names are set out in Schedule E hereto (the “Cinven Shareholders”, together with each of their respective Permitted Transferees (as defined below). Concordia and the Cinven Shareholders are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
DEED OF AMENDMENT relating to the Agreement for the Sale and Purchase of Amdipharm Mercury Limited among the Sellers, the Parent, and the BuyerAgreement for the Sale and Purchase of Amdipharm Mercury Limited • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • England
TWO YEAR EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA CREDIT...Two Year Equity Bridge Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
This TWO YEAR EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS BANK USA (“GS”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
ContractExtended Equity Bridge Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
AMENDMENT NO. 1, dated as of October 27, 2015 (this “Amendment”) among CONCORDIA HEALTHCARE CORP. (the “Borrower”), GOLDMAN SACHS BANK USA, as the Administrative Agent (the “Administrative Agent”) and the Requisite Lenders party hereto, to the Extended Equity Bridge Credit and Guaranty Agreement, dated as of October 21, 2015, (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and the Administrative Agent; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of October 21, 2015, among the guarantors party hereto (the “Guaranteeing Subsidiaries”), subsidiaries of Concordia Healthcare Corp., a corporation existing under the laws of the Province of Ontario (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
CONCORDIA HEALTHCARE CORP. $790,000,000 9.500% Senior Notes due 2022 Purchase AgreementPurchase Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
EXTENDED EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, JEFFERIES...Extended Equity Bridge Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
This EXTENDED EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS BANK USA (“GS”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of October 21, 2015, between Concordia Healthcare Corp. (the “Company”), a corporation governed by the laws of the Province of Ontario, and Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey (“Cinven”), CCM Co-Invest Limited Partnership, CCM Mezzanine Co-Invest Limited Partnership, Fifth Cinven Fund (No. 1) Limited Partnership, Fifth Cinven Fund (No. 2) Limited Partnership, Fifth Cinven Fund (No. 3) Limited Partnership, Fifth Cinven Fund (No. 4) Limited Partnership, Fifth Cinven Fund (No. 5) Limited Partnership, Fifth Cinven Fund (No. 6) Limited Partnership, Fifth Cinven Fund Co-Investment Partnership, Fifth Cinven Fund FCP-SIF (represented by Cinven Manco S.À.R.L.), [REDACTED – personal information] and [REDACTED – personal information] (together the “Holders”).
