SEPRACOR INC. 0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 PURCHASE AGREEMENTPurchase Agreement • September 22nd, 2004 • Sepracor Inc /De/ • Pharmaceutical preparations • New York
Sepracor Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Initial Purchaser”) $500,000,000 aggregate principal amount of its 0% Convertible Senior Subordinated Notes Due 2024 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of September 22, 2004 (the “Indenture”) between the Company and JPMorgan Chase Bank, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchaser not more than an additional $100,000,000 aggregate principal amount of its 0% Convertible Senior Subordinated Notes Due 2024 (the “Additional Securities”) if and to the extent that the Initial Purchaser shall have determined to exercise the right to purchase such 0% Convertible Senior Subordinated Notes Due 2024 granted to the Initial Purchaser in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Sec
