ACORDA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of December 23, 2019 6.00% Convertible Senior Secured Notes due 2024Indenture • December 26th, 2019 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS INDENTURE, dated as of December 23, 2019, between ACORDA THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).
SECURITY AGREEMENT Dated December 23, 2019 From The Grantors referred to herein as Grantors to Wilmington Trust, National Association as Collateral AgentSecurity Agreement • December 26th, 2019 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENT dated December 23, 2019 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made by Acorda Therapeutics, Inc., a Delaware corporation (“Company”), Civitas Therapeutics, Inc. (“Civitas”) or any Additional Guarantor which executes and delivers a Security Agreement Supplement in substantially the form attached hereto as Exhibit B (the Company, Civitas and each such Additional Guarantor being, collectively, the “Grantors”), to Wilmington Trust, National Association, as collateral agent (in such capacity, together with any duly appointed successors and assigns, the “Collateral Agent”) for the benefit of the Holders.
EXCHANGE AGREEMENT (Restricted Notes)Exchange Agreement • December 26th, 2019 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances)
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Acorda Therapeutics, Inc., a Delaware corporation (the “Company”), on December 20, 2019 whereby the Holders will exchange (the “Exchange”) for each $1,000 principal amount of the Company’s existing 1.75% Convertible Senior Notes due 2021 (the “Existing Notes”), a combination of (i) $750 principal amount of the Company’s new 6.00% Convertible Senior Secured Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture to be dated as of December 23, 2019 (the “Indenture”) among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as Trustee and Collateral Agen
REGISTRATION RIGHTS AGREEMENT among THE EXCHANGING HOLDERS PARTY HERETO and ACORDA THERAPEUTICS, INC. Dated as of December 20, 2019Registration Rights Agreement • December 26th, 2019 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2019, by and among Acorda Therapeutics, Inc., a Delaware corporation, with its principal offices at 420 Saw Mill River Road, Ardsley, NY 10502 (the “Company”), and the undersigned exchanging holders (each, an “Exchanging Holder”, and collectively, the “Exchanging Holders”).
