CONSENT AND AMENDMENT NO. 3 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 31st, 2019 • Teligent, Inc. • Pharmaceutical preparations • New York
This CONSENT AND AMENDMENT NO. 3 TO SECOND LIEN CREDIT AGREEMENT, dated as of October 31, 2019 (this “Amendment”), is by and among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory hereto, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“ARCC”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Amended Credit Agreement (as defined below).
CONSENT AND AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 31st, 2019 • Teligent, Inc. • Pharmaceutical preparations • New York
This CONSENT AND AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 31, 2019 (this “Amendment”), is by and among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory hereto, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), ACF FINCO I LP, a Delaware limited partnership, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Amended Credit Agreement (as defined below).
Teligent, Inc. (Company) The Subsidiary Guarantors named herein (Subsidiary Guarantors) Wilmington Trust, National Association (Trustee) INDENTURE Dated as of October 31, 2019Teligent, Inc. • October 31st, 2019 • Pharmaceutical preparations • New York
NAME OF PURCHASER] Ladies and Gentlemen:Note Purchase Agreement • October 31st, 2019 • Teligent, Inc. • Pharmaceutical preparations • New York
Pursuant to the terms and conditions of this Note Purchase Agreement (this “Agreement”), Teligent, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions hereof, to issue and sell to the purchaser identified on the signature page hereto (the “Purchaser”), the aggregate principal amount of the Company’s Series B Senior Unsecured Convertible Notes due 2023 specified on the signature page hereto (the “Notes”). The Notes will be issued pursuant to the provisions of an indenture, to be dated as of October 31, 2019, (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”), and shall be guaranteed by each of the Company’s subsidiaries that from time to time are required to guarantee the Senior Credit Facilities (as defined in the Preliminary Offering Memorandum referred to below) (the “Guarantee”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • October 31st, 2019 • Teligent, Inc. • Pharmaceutical preparations
__________________________ (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 Old Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Teligent, Inc., a Delaware corporation, (the “Company”), on October 28, 2019 whereby the Holders will exchange (the “Exchange”) the Company’s 4.75% Convertible Senior Notes due May 1, 2023 (CUSIP 87960W AA2) (the “Old Notes”) for a new issuance of Series B Senior Unsecured Convertible Senior Notes due May 1, 2023 (CUSIP 87960W AC8) (the “New Notes”) to be issued pursuant to the Indenture (as defined below).
