RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000 June 26, 2015Amneal Pharmaceuticals, Inc. • May 7th, 2018 • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Impax Laboratories, Inc. (“Company”) to Royal Bank of Canada (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
FORM OF AMNEAL PHARMACEUTICALS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ]Limited Liability Company Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [ ], is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
TAX RECEIVABLE AGREEMENT by and among AMNEAL PHARMACEUTICALS, INC. AMNEAL PHARMACEUTICALS LLC and THE MEMBERS OF AMNEAL PHARMACEUTICALS LLC FROM TIME TO TIME PARTY HERETO Dated as of [●]Tax Receivable Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Amneal LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
REVOLVING CREDIT AGREEMENT, dated as of May 4, 2018, among AMNEAL PHARMACEUTICALS LLC, as the Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A....Credit Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT, dated as of May 4, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 6, 2017 (this “First Supplemental Indenture”), to the Indenture dated as of June 30, 2015 (the “Indenture”) between Impax Laboratories, Inc. (the “Company”), a Delaware corporation, and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”). Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern.
TERMINATION AGREEMENT dated as of May 7, 2018 Between IMPAX LABORATORIES, LLC (f/k/a IMPAX LABORATORIES, INC.) and ROYAL BANK OF CANADATermination Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS TERMINATION AGREEMENT (this “Agreement”) with respect to the Call Spread Confirmations (as defined below) is made as of May 7, 2018, between Impax Laboratories, LLC (formerly known as Impax Laboratories, Inc.) (“Company”) and Royal Bank of Canada (“Dealer”).
TERM LOAN CREDIT AGREEMENT, dated as of May 4, 2018, among AMNEAL PHARMACEUTICALS LLC, as the Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA,...Assignment and Acceptance • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TERM LOAN CREDIT AGREEMENT, dated as of May 4, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 (this “Amendment”), dated as of November 21, 2017, to the Business Combination Agreement (the “BCA”), dated as of October 17, 2017, by and among Impax Laboratories, Inc., a Delaware corporation (“Impax”), Atlas Holdings, Inc., a Delaware corporation and a wholly-owned Subsidiary of Impax (“Holdco”), K2 Merger Sub Corporation, a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Merger Sub”), and Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Amneal”), is made and entered into by and among Impax, Holdco, Merger Sub and Amneal. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA.
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 (this “Amendment”), dated as of December 16, 2017, to the Business Combination Agreement, dated as of October 17, 2017 (the “BCA”), as amended by Amendment No. 1, dated as of November 21, 2017 (“Amendment No. 1”), by and among Impax Laboratories, Inc., a Delaware corporation (“Impax”), Atlas Holdings, Inc., a Delaware corporation and a wholly-owned Subsidiary of Impax (“Holdco”), K2 Merger Sub Corporation, a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Merger Sub”), and Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Amneal”), is made and entered into by and among Impax, Holdco, Merger Sub and Amneal. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA.
