Leiner Health Products Inc Sample Contracts

Leiner Health Products Inc – LEINER ENTERS INTO ASSET PURCHASE AGREEMENT WITH NBTY (June 16th, 2008)

CARSON, CA, June 10, 2008 – Leiner Health Products Inc. (“Leiner” or “the Company”) today announced that it has conducted and concluded an auction, which resulted in the Company entering into an Asset Purchase Agreement (the “Agreement”) for the sale of substantially all of its assets to NBTY, Inc. (“NBTY”) for a purchase price of $371 million plus the assumption of certain liabilities and purchase price adjustments. Leiner estimates that the resulting consideration will be in excess of $400 million. The auction was conducted Monday, June 9, 2008 pursuant to procedures established by the Bankruptcy Court.

Leiner Health Products Inc – Leiner Health Products Submits Proposed Agreement with Department of Justice to U.S. Bankruptcy Court For Approval Resolves Allegations of Compliance Matters at Defunct Facility (May 12th, 2008)

This agreement would resolve the government’s investigation of allegations against Leiner, which were related to a previously disclosed Form 483 report the Company received from the Food and Drug Administration (FDA) on March 16, 2007. Both the investigation and the Form 483 pertained to activities that took place at the now closed Fort Mill facility prior to the arrival of the current Quality Control management team.

Leiner Health Products Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (March 10th, 2008)

CARSON, CA, March 10, 2008 – Leiner Health Products Inc. today announced that in order to continue its operations and enhance the value of its business, the Company and certain of its U.S. affiliates have filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in Delaware. Leiner intends to use the Chapter 11 process to restructure its debt obligations and explore the sale of the business.

Leiner Health Products Inc – AMENDMENT NO. 2 AND WAIVER (June 29th, 2007)

AMENDMENT NO. 2 AND WAIVER (this “Amendment”), dated as of June 22, 2007, to that certain Credit Agreement, dated as of May 27, 2004, as amended by that certain Amendment No. 1 and Acknowledgement dated as of September 23, 2005 (the “Credit Agreement”), among LEINER HEALTH PRODUCTS INC., a Delaware corporation (“Borrower”), the Guarantor, the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers and joint book-runners (in such capacity, each an “Arranger”), MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, “Syndication Agent”), CREDIT SUISSE FIRST BOSTON, as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such

Leiner Health Products Inc – July 13, 2006 Dear Kevin: (June 29th, 2007)

I am excited to make you a formal offer to join the Leiner team. Together we can build a great success for the Company and for ourselves as individuals. Your start date will be Monday, July 17, 2006. Following is our offer for the position of Executive Vice President, Chief Financial Officer:

Leiner Health Products Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (March 3rd, 2006)

On September 23, 2005 but effective September 26, 2005, Leiner LLC acquired the PFI Business but not the Non-Acquired Assets. The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the completed acquisition, which was accounted for as a purchase.

Leiner Health Products Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (December 6th, 2005)

On September 23, 2005 but effective September 26, 2005, Leiner LLC acquired the PFI Business but not the Non-Acquired Assets. The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the completed acquisition, which was accounted for as a purchase.

Leiner Health Products Inc – UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (December 6th, 2005)
Leiner Health Products Inc – LEINER HEALTH PRODUCTS COMPLETES CREDIT AGREEMENT AMENDMENT FOR (September 27th, 2005)

[LEINER HEALTH PRODUCTS] LEINER HEALTH PRODUCTS COMPLETES CREDIT AGREEMENT AMENDMENT FOR ENHANCED FINANCING FLEXIBILITY Completes PFI Acquisition Contacts: Rob Reynolds Jody Burfening/Harriet Fried Chief Financial Officer Lippert/Heilshorn & Assoc. 310-952-1511 212-838-3777 Carson, CA -- September 26, 2005 -- Leiner Health Products Inc. today announced it has obtained consent from its secured lenders to amend its Credit Agreement. The amendment will enhance the company's flexibility to manage the business and support the acquisition of assets from Pharmaceutical Formulations, Inc. ("PFI"). Leiner also announced the completion of its transaction to purchase substantially all of the assets related to PFI's solid dose pharmaceutical products business for $23 million in cash. The purchase price was funde

Leiner Health Products Inc – SUBSCRIPTION AGREEMENT (November 8th, 2004)

SUBSCRIPTION AGREEMENT, dated as of [ ], 200 (the “Agreement”), between LHP Holding Corp., a Delaware corporation (the “Company”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”). Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the LHP Holding Corp. 2004 Stock Option Plan.

Leiner Health Products Inc – SUBSCRIPTION AGREEMENT (November 8th, 2004)

SUBSCRIPTION AGREEMENT, dated as of [ ], 2004 (the “Agreement”), between LHP Holding Corp., a Delaware corporation (the “Company”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”). Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the LHP Holding Corp. 2004 Restricted Stock Plan.

Leiner Health Products Inc – LHP HOLDING CORP. 2004 STOCK OPTION PLAN (November 8th, 2004)

The purposes of the Plan are to foster and promote the long-term financial success of the Company and the Subsidiaries and materially increase shareholder value by (a) motivating superior performance by Participants by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees and (c) enabling the Company and the Subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

Leiner Health Products Inc – LHP HOLDING CORP. 2004 RESTRICTED STOCK PLAN (November 8th, 2004)

The purposes of the Plan are to foster and promote the long-term financial success of the Company and the Subsidiaries and materially increase shareholder value by (a) motivating superior performance by Participants by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees and (c) enabling the Company and the Subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

Leiner Health Products Inc – NONQUALIFIED STOCK OPTION AGREEMENT (November 8th, 2004)

NONQUALIFIED STOCK OPTION AGREEMENT, dated as of November , 2004 (the “Agreement”), between LHP Holding Corp., a Delaware corporation (the “Company”), and the grantee whose name appears on the signature page hereof (the “Grantee”). Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the LHP Holding Corp. 2004 Stock Option Plan.

Leiner Health Products Inc – Five-year Manufacturing and Distribution Agreement Signed (November 4th, 2004)

Exhibit 99.1 Leiner Health Products Reports Second Quarter 2005 Results CARSON, Calif.--(BUSINESS WIRE)--Nov. 3, 2004-- New Product Launches Gaining Retailer Support Five-year Manufacturing and Distribution Agreement Signed Leiner Health Products Inc. today announced its financial results for the second quarter ended September 25, 2004. Net sales for the quarter were $165.0 million compared to $176.6 million for the same period in fiscal 2004. A soft retail market, retailer marketing and inventory adjustments, and the timing of new product launches caused the negative sales comparison. For the first six months of fiscal 2005, net sales totaled $321.0 million compared to $315.5 million in the first half of fiscal 2004. Leiner reported net income of $5.4 million for the quarter, compared to $8.4 million for the same period in fiscal 2004. The decrease in net income resu

Leiner Health Products Inc – FIFTH FORBEARANCE AGREEMENT (December 26th, 2001)

THIS FIFTH FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of December 14, 2001 among LEINER HEALTH PRODUCTS INC. (the “U.S. Borrower”), VITA HEALTH PRODUCTS INC. (the “Canadian Borrower,” and together with the U.S. Borrower, the “Borrowers”), THE BANK OF NOVA SCOTIA, as U.S. Agent and as Canadian Agent, and the lenders party to the Credit Agreement referred to below.

Leiner Health Products Inc – FOR IMMEDIATE RELEASE (November 13th, 2001)
Leiner Health Products Inc – FOURTH FORBEARANCE AGREEMENT (November 13th, 2001)

THIS FOURTH FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of November 2, 2001 among LEINER HEALTH PRODUCTS INC. (the “U.S. Borrower”), VITA HEALTH PRODUCTS INC. (the “Canadian Borrower,” and together with the U.S. Borrower, the “Borrowers”), THE BANK OF NOVA SCOTIA, as U.S. Agent and as Canadian Agent, and the lenders party to the Credit Agreement referred to below.

Leiner Health Products Inc – THIRD FORBEARANCE AGREEMENT (October 17th, 2001)

THIS THIRD FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of September 28, 2001 among LEINER HEALTH PRODUCTS INC. (the “U.S. Borrower”), VITA HEALTH PRODUCTS INC. (the “Canadian Borrower,” and together with the U.S. Borrower, the “Borrowers”), THE BANK OF NOVA SCOTIA, as U.S. Agent and as Canadian Agent, and the lenders party to the Credit Agreement referred to below.

Leiner Health Products Inc – LEINER HEALTH PRODUCTS REACHES AGREEMENT IN PRINCIPLE ON A FORBEARANCE EXTENSION FROM LENDERS (September 7th, 2001)

CARSON, CA, August 31, 2001 – Leiner Health Products Inc. today announced that it has reached an agreement in principle with its lenders to extend the previously announced forbearance period until September 28, 2001.

Leiner Health Products Inc – SECOND FORBEARANCE AGREEMENT (September 7th, 2001)

THIS SECOND FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of August 31, 2001 among LEINER HEALTH PRODUCTS INC. (the “U.S. Borrower”), VITA HEALTH PRODUCTS INC. (the “Canadian Borrower,” and together with the U.S. Borrower, the “Borrowers”), THE BANK OF NOVA SCOTIA, as U.S. Agent and as Canadian Agent, and the lenders party to the Credit Agreement referred to below.

Leiner Health Products Inc – LEINER HEALTH PRODUCTS ANNOUNCES FOURTH QUARTER AND YEAR-END RESULTS Operational Restructuring Showing Positive Results Waiver Expires; Company Negotiating Forbearance Agreement with Bank Lenders (July 24th, 2001)

CARSON, CA, June 29, 2001—Leiner Health Products Inc. today reported financial and operating results for its fourth quarter and fiscal year ended March 31, 2001.

Leiner Health Products Inc – FORBEARANCE AGREEMENT (July 24th, 2001)

THIS FORBEARANCE AGREEMENT (this "Agreement") is entered into as of June 29, 2001 among LEINER HEALTH PRODUCTS INC. (the "U.S. Borrower"), VITA HEALTH PRODUCTS INC. (the "Canadian Borrower," and together with the U.S. Borrower, the "Borrowers"), THE BANK OF NOVA SCOTIA, as U.S. Agent and as Canadian Agent, and the lenders party to the Credit Agreement referred to below.

Leiner Health Products Inc – LEINER HEALTH PRODUCTS ENTERS FORBEARANCE AGREEMENT WITH BANKS Lender discussions continue and operational restructuring initiatives show positive results (July 24th, 2001)

CARSON, CA—July 20, 2001—Leiner Health Products today announced that it has entered into a forbearance agreement with its existing bank lenders until August 31, 2001.

Leiner Health Products Inc – LEINER HEALTH PRODUCTS GROUP INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of November 14, 2000 (June 29th, 2001)
Leiner Health Products Inc – FIFTH AMENDMENT TO WAIVER LETTER (June 29th, 2001)

We refer to (a) the Amended and Restated Credit Agreement, dated as of May 15, 1998 (as further amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the "Credit Agreement"), among Leiner Health Products Inc., a Delaware corporation (the "U.S. Borrower"), Vita Health Products Inc., a Manitoba corporation (the "Canadian Borrower", and together with the U.S. Borrower, the "Borrowers"), the various financial institutions as are or may become parties thereto which extend a Commitment under the U.S. Facility (collectively, the "U.S. Lenders") or under the Canadian Facility (collectively, the "Canadian Lenders", and together with the U.S. Lenders, the "Lenders"), The Bank of Nova Scotia ("Scotiabank"), as agent for the U.S. Lenders under the U.S. Facility (in such capacity, the "U.S. Agent"), Scotiabank, as agent for the Canadian Lenders under the Canadian Facility (in such capacity, the "Canadian Agent", and together with the U.S. Agent, the "Agents"),

Leiner Health Products Inc – FOURTH AMENDMENT TO WAIVER LETTER (June 29th, 2001)

We refer to (a) the Amended and Restated Credit Agreement, dated as of May 15, 1998 (as further amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the "Credit Agreement"), among Leiner Health Products Inc., a Delaware corporation (the "U.S. Borrower") Vita Health Products Inc., a Manitoba corporation (the "Canadian Borrower", and together with the U.S. Borrower, the "Borrowers"), the various financial institutions as are or may become parties thereto which extend a Commitment under the U.S. Facility (collectively, the "U.S. Lenders") or under the Canadian Facility (collectively, the "Canadian Lenders", and together with the U.S. Lenders, the "Lenders"), The Bank of Nova Scotia ("Scotiabank"), as agent for the U.S. Lenders under the U.S. Facility (in such capacity, the "U.S. Agent"), Scotiabank, as agent for the Canadian Lenders under the Canadian Facility (in such capacity, the "Canadian Agent", and together with the U.S. Agent, the "Agents"), M

Leiner Health Products Inc – LEINER HEALTH PRODUCTS ANNOUNCES EXECUTION OF WAIVER (April 20th, 2001)

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Stephen P. Miller Senior Vice President and Chief Financial Officer (310) 952-1450 LEINER HEALTH PRODUCTS ANNOUNCES EXECUTION OF WAIVER EXTENSION FROM LENDERS CARSON, CA, APRIL 18, 2001 - Leiner Health Products Inc. today announced as expected the execution of the waiver extension from its lenders that extends the previously announced waiver to June 15, 2001. The Company said that this extension will enable it to complete its Fiscal Year 2002 business plan. Robert Kaminski, Chief Executive Officer, said, "The execution of the waiver is a positive development and one that recognizes the progress we have made in reengineering our Company so that it is positioned for future growth and success." As previously announced, Leiner received an extension of the waiver from its lenders through April 12, 2001.

Leiner Health Products Inc – LEINER HEALTH PRODUCTS RECEIVES WAIVER EXTENSION (April 6th, 2001)

Exhibit 99.1 Contact: Stephen P. Miller Senior Vice President and Chief Financial Officer (310) 952-1450 LEINER HEALTH PRODUCTS RECEIVES WAIVER EXTENSION FROM LENDERS CARSON, CA, MARCH 30, 2001 - Leiner Health Products Inc. today announced that it has reached an agreement with its lenders to extend its previously announced waiver letter from March 30 to April 12, 2001. As previously announced, Leiner entered into a waiver letter with its lenders on February 14, 2001 under which the lenders agreed to waive events of default under its amended credit agreement for a limited time period. The waiver was originally scheduled to terminate on March 30, 2001. The current waiver extension will allow additional time for the company to develop a preliminary business plan and review that with the lenders. "We appreciate our bank

Leiner Health Products Inc – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (June 29th, 2000)

================================================================================ LEINER HEALTH PRODUCTS GROUP INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of December 17, 1999 ================================================================================ TABLE OF CONTENTS PAGE ---- 1. Board of Directors..................................................................................2 (a) Nominating......................................................................................2 (b) Removal and R

Leiner Health Products Inc – STOCKHOLDERS AGREEMENT (June 29th, 2000)

EXHIBIT 10.21 Amendment No. 1 to the STOCKHOLDERS AGREEMENT Amendment No. 1, dated as of September 28, 1998 (this "Amendment"), to the Stockholders Agreement, dated as of June 30, 1997 (the "Stockholders Agreement"), among North Castle Partners I, LLC, a Delaware limited liability company ("North Castle"), AEA Investors, Inc., a Delaware corporation ("AEA") and the other stockholders of Leiner Health Products Group Inc., a Delaware corporation (the "Company"). Capitalized terms used and not otherwise defined in this Amendment have the respective meanings ascribed to them in the Stockholders Agreement. WHEREAS, North Castle, AEA and the other stockholders of the Company have heretofore entered into the Stockholders Agreement; WHEREAS, pursuant to Section 24 of the Stockholders Agreement, the Stockholder

Leiner Health Products Inc – RESIGNATION AND RELEASE AGREEMENT (June 29th, 2000)

EXHIBIT 10.18 RESIGNATION AND RELEASE AGREEMENT THIS RESIGNATION AND RELEASE AGREEMENT ("Agreement") is made and entered into by and between LEINER HEALTH PRODUCTS AND AFFILIATES ("Employer") and WILLIAM TOWNE ("Executive"). WHEREAS, the Employer and the Executive have determined that it is in their best interests for Executive to resign his position with the Employer; WHEREAS, the Employer wishes to provide Executive with certain benefits in consideration of Executive's promises and covenants as contained herein, including the Executive's agreement to release all claims against the Employer; NOW THEREFORE, in consideration of and exchange for the promises, covenants, and releases contained herein, the parties mutually agree as follows: 1. RESIGNATION. Executive's resignation from all positions he

Leiner Health Products Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (February 14th, 2000)

EXHIBIT 4.3 [EXECUTION COPY] THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT, dated as of February 11, 2000 (this "AMENDMENT"), to the Existing Credit Agreement (as defined below), is made among LEINER HEALTH PRODUCTS INC., a Delaware corporation (the "U.S. BORROWER"), VITA HEALTH PRODUCTS INC., a Manitoba corporation (the "CANADIAN BORROWER", and together with the U.S. Borrower, the "BORROWERS") and the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or as defined by reference in, ARTICLE I) signatories hereto. W I T N E S S E T H: WHEREAS, the Borrowers, the U.S. Lenders, the Canadian Lenders, the U.S. Agent, the Canadian Agent, Merrill Lynch Capital Corporation, as Documenta

Leiner Health Products Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (February 14th, 2000)

EXHIBIT 4.1 [EXECUTION COPY] SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT, dated as of December 16, 1999 (this "AMENDMENT"), to the Existing Credit Agreement (as defined below), is made among LEINER HEALTH PRODUCTS INC., a Delaware corporation (the "U.S. BORROWER"), VITA HEALTH PRODUCTS INC., a Manitoba corporation (the "CANADIAN BORROWER", and together with the U.S. Borrower, the "BORROWERS") and the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or as defined by reference in, ARTICLE I) signatories hereto. W I T N E S S E T H: WHEREAS, the Borrowers, the U.S. Lenders, the Canadian Lenders, the U.S. Agent, the Canadian Agent, Merrill Lynch Capital Corporation, as Documentati

Leiner Health Products Inc – LOAN AGREEMENT (February 14th, 2000)

EXHIBIT 4.2 ------------------------------------------------------------------------------- THE WILSON COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY and GRANUTEC, INC. --------------------- LOAN AGREEMENT --------------------- Dated as of May 1, 1994 ------------------------------------------------------------------------------- All right, title and interest of The Wilson County Industrial Facilities and Pollution Control Financing Authority (the "Issuer") in this Loan Agreement has been pledged and assigned to Norwest Bank Minnesota, National Association, as Trustee under an Indenture of Trus