CREDIT AND GUARANTY AGREEMENT dated as of [ • ] among K-V PHARMACEUTICAL COMPANY, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Agent $100,000,000 First Lien Secured Term...Credit and Guaranty Agreement • September 5th, 2013 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations
This CREDIT AND GUARANTY AGREEMENT, dated as of [ • ], is entered into by and among K-V PHARMACEUTICAL COMPANY, a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as administrative agent and collateral agent (in such capacities, together with any successors and assigns, collectively, “Agent”).
Share Purchase AgreementShare Purchase Agreement • September 5th, 2013 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
This Share Purchase Agreement (this “Agreement”) is dated as of the June 21, 2013, and is entered into by and among: (i) Capital Ventures International (“CVI”), (ii) (A) Greywolf Capital Overseas Master Fund, (B) Greywolf Capital Partners II LP, and (C) Greywolf Opportunities Fund LLC (“collectively, “Greywolf”), (iii) (A) Kingdon Associates, (B) Kingdon Credit Master Fund L.P., (C) Kingdon Family Partnership, L.P., and (D) M. Kingdon Offshore Master Fund L.P. (collectively, “Kingdon”), and (iv) Deutsche Bank Securities Inc. (“Deutsche Bank” together with CVI, Greywolf, and Kingdon, the “Investors”); Silver Point Finance, LLC, acting individually or through one or more of its affiliates or funds (the “Assignee”); and K-V Pharmaceutical Company (the “Company”). The Investors, the Assignee and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the
SECOND AMENDED AND RESTATED STOCK PURCHASE AND BACKSTOP AGREEMENT by and among K-V Pharmaceutical Company and The Investors listed on Appendix 1 hereto Dated as of June 6, 2013Stock Purchase and Backstop Agreement • September 5th, 2013 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED STOCK PURCHASE AND BACKSTOP AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 6, 2013, by and among K-V Pharmaceutical Company, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), and each of the undersigned entities and/or their investment advisors, managers, intermediaries or nominees set forth on Appendix 1 hereto (each, an “Investor” and, collectively, the “Investors”). Capitalized terms used in this Agreement are defined in Section 13 hereof.
