UNCONDITIONAL, CONTINUING GUARANTY OF PAYMENT -of-Cadista Holdings Inc. • June 1st, 2011
This is an unconditional, continuing irrevocable guaranty, remaining in effect until all the obligations of Guarantor to Lender under this Guaranty are fully satisfied.
TOLL MANUFACTURING CONVERSION AGREEMENTToll Manufacturing Conversion Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
This TOLL MANUFACTURING CONVERSION AGREEMENT (the "Agreement"), effective as of May 27, 2011 (the "Effective Date") is by and between JUBILANT CADISTA PHARMACEUTICALS INC., a Delaware corporation, having offices at 207 Kiley Place, Salisbury, Maryland 21801 ("Cadista") and JUBILANT LIFE SCIENCES LTD., a company organized under the laws of India, having offices at Plot 1-A Institutional Area, Sector 16/A, Noida 201 301, Utter Pradesh, India ("Jubilant").
TERM NOTE DATE: September 22, 2006 PRINCIPAL: Up to and Including $3,000,000.00 INTEREST: Six (6) Months LIBOR plus 165 BPS per annum.Term Note • June 1st, 2011 • Cadista Holdings Inc. • New York
ON DEMAND AND FOR VALUE RECEIVED, JUBILANT PHARMACEUTICALS INC. (the “Borrower”), a corporation organized and existing under the laws of the State of Delaware, and having its principal place of business at 207 Kiley Drive, Salisbury, Maryland, hereby promises to pay to the order of BANK OF BARODA, at its office at 1 Park Avenue, New York, N.Y. 10016, (“Lender”), or at such other place as Lender may from time to time designate in writing, in lawful money of the United States and in immediately available funds, the principal sum of $3,000,000.00, or if different from such amount, the unpaid principal balance of the Term Loan Advances as may be due and owing to Lender under the Agreement, as defined below payable in accordance thereof, together with accrued interest outstanding thereon, at a rate of SIX (6) months LIBOR plus 165 bps, per annum, subject to change at Lender’s discretion. LIBOR shall mean the British Bankers’ Association interbank offered rates for deposits, which appear on
PLEDGE MODIFICATION AGREEMENT OF JUBILANT PHARMA PTE. LIMITED, SINGAPOREPledge Modification Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
Pledge Modification Agreement made this 25 day of Sept, 2007, among JUBILANT PHARMA PTE. LTD. (hereinafter “Pledgor”), a Singapore corporation, with its registered address at 42 B Horne Road, Singapore, 209066, STATE BANK OF INDIA, NEW YORK BRANCH, a banking corporation duly licensed by the Superintendent of Banks of the State of New York and having its place of business at 460 Park Avenue, New York, N.Y. 10022, Facility Arranger, Administrative Agent, and Senior Lender (hereinafter, “Agent”), BANK OF BARODA, a banking corporation duly licensed by the Superintendent of Banks of the State of New York, and having its place of business at 1 Park Avenue, New York, NY 10016 (hereinafter, “BOB”), CADISTA PHARMACEUTICALS INC., a Delaware corporation with its principal place of business at 207 Kiley Drive, Salisbury MD, formerly known as Jubilant Pharmaceuticals Inc., (hereinafter “Borrower”), and CADISTA HOLDINGS INC. (“Cadista”) formerly known as Trigen Laboratories Inc, a Delaware corporati
FIRST AMENDMENT TO LEASELease • June 1st, 2011 • Cadista Holdings Inc.
This First Amendment to Lease made and entered into this 1st day of May, 2008, by and between G & I VI 1155 BUSINESS CENTER FE LLC, successor to Brandywine Operating Grande C, L.P., hereinafter referred to as (“Landlord”) and CADISTA PHARMACEUTICALS INC., successor to Trigen Laboratories, Inc. for purposes of the Lease, hereinafter referred to as (“Tenant”).
SECURITY AGREEMENTSecurity Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
SECURITY AGREEMENT, dated , 2006 (as from time to time in effect the “Security Agreement”), between JUBILANT PHARMACEUTICALS INC., a corporation duly organized and existing under the laws of the State of Delaware, and having its principal place of business at 207 Kiley Road, Salisbury, Maryland (“Debtor”), STATE BANK OF INDIA, NEW YORK BRANCH having its offices at 460 Park Avenue, New York, N.Y. 10022 and BANK OF BARODA, having offices at 1 Park Avenue, New York NY 10016 (together, the “Secured Parties”, and each individually a Secured Party, and State Bank of India, in its capacity as Senior Lender, Administrative Agent and Facility Arranger, the “Agent”).
ContractSubordination Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
DATED: FEBRUARY 24, 2010 SUBORDINATION AGREEMENT -among- CADISTA PHARMACEUTICALS INC, (as Debtor) -and- JUBILANT PHARMA PTE. LIMITED, SINGAPORE (as Creditor of Debtor) -and- CADISTA HOLDINGS INC. (as Creditor of Debtor) Issued Pursuant to a CREDIT MODIFICATION AGREEMENT AMONG CADISTA PHARMACEUTICALS INC. (as the Borrower) AND STATE BANK OF INDIA, NEW YORK BRANCH (as the Facility Arranger, Administrative Agent and Senior Lender) et al FOREHT LAST LANDAU & KATZ LLP 228 East 45th Street,, 17th floor New York, NY 10017 (212) 935-8880
SUBORDINATION AGREEMENTSubordination Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
DATED: FEBRUARY 24, 2010 SECOND PLEDGE MODIFICATION AGREEMENT -among-Second Pledge Modification Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
This Second Pledge Modification Agreement made this 24 day of February 2010 among JUBILANT PHARMA PTE. LTD. (hereinafter “Pledgor”), a Singapore corporation, with its registered address at 42 B Home Road, Singapore, 209066, STATE BANK OF INDIA, NEW YORK BRANCH, a banking corporation duly licensed by the Superintendent of Banks of the State of New York and having its place of business at 460 Park Avenue, New York, N.Y. 10022, Facility Arranger, Administrative Agent, and Senior Lender (hereinafter, “Agent”), BANK OF BARODA, a banking corporation duly licensed by the Superintendent of Banks of the State of New York, and having its place of business at 1 Park Avenue, New York, NY 10016 (hereinafter, “BOB”), CADISTA PHARMACEUTICALS INC., a Delaware corporation with its principal place of business at 207 Kiley Drive, Salisbury MD, 21801 formerly known as Jubilant Pharmaceuticals Inc., (hereinafter “Borrower”), and CADISTA HOLDINGS INC. (“Cadista”) formerly known as Trigen Laboratories Inc, a
PLEDGE AGREEMENT OF JUBILANT PHARMA PTE. LIMITEDPledge Agreement of Jubilant Pharma • June 1st, 2011 • Cadista Holdings Inc. • New York
WHEREAS Agent and BOB have each granted credit facilities to Borrower pursuant to a written Credit Agreement dated as of the date hereof, Notes issued pursuant thereof, and other documentation, and
LEASECadista Holdings Inc. • June 1st, 2011 • Pennsylvania
THIS LEASE (“Lease”) is entered into as of the 1st day of November 2005, between BRANDYWINE OPERATING GRANDE C, L.P., a Delaware limited partnership (“Landlord”), and TRIGEN LABORATORIES, INC., a Maryland corporation currently with its principal place of business at 207Kiley Drive, Salisbury, Maryland 21801 (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 1st, 2011 • Cadista Holdings Inc. • Maryland
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 2nd day of April, 2009 by and between CADISTA PHARMACEUTICALS, Inc (the “Company”), at 207 Kiley Drive, Salisbury, Maryland 21801, USA with SCOTT B. DELANEY residing at 15, Eagleview Ln., Schwenksville, PA-19473 (the “Executive”).
MASTER SUPPLY AGREEMENTMaster Supply Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
THIS MASTER SUPPLY AGREEMENT (the “Agreement”), dated as of May 27, 2011 (the “Effective Date”) by and between Jubilant Life Sciences Ltd., a company organized under the laws of India (“Jubilant”) and Jubilant Cadista Pharmaceuticals, Inc., a Delaware corporation, (“Cadista”). (Cadista and Jubilant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
PLEDGE MODIFICATION AGREEMENT OF CADISTA HOLDINGS INC.Pledge Modification Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
Pledge Modification Agreement made this 24 day of February, 2010, among CADISTA HOLDINGS INC. (hereinafter “Pledgor”), f/k/a Trigen Laboratories lnc., a Delaware corporation, with its principal place of business at 207 Kiley Drive, Salisbury, Maryland 21801, STATE BANK OF INDIA, NEW YORK BRANCH, a banking corporation duly licensed by the Superintendent of Banks of the State of New York and having its place of business at 460 Park Avenue, New York, N.Y. 10022, Facility Arranger, Administrative Agent, and Senior Lender (hereinafter, “Agent”), BANK OF BARODA, a banking corporation duly licensed by the Superintendent of Banks of the State of New York, and having its place of business at 1 Park Avenue, New York, NY 10016 (hereinafter, “BOB”), and CADISTA PHARMACEUTICALS INC., a Delaware corporation with its principal place of business at 207 Kiley Drive, Salisbury MD 21801 (hereinafter “Borrower”)
CREDIT MODIFICATION AGREEMENTCredit Modification Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
THIS CREDIT MODIFICATION AGREEMENT (“the Agreement”), made as of the 24th day of February, 2010, by and among STATE BANK OF INDIA, NEW YORK BRANCH, a branch of a foreign banking corporation, duly licensed by the New York State Banking Department, having its offices at 460 Park Avenue, New York, N.Y. 10022, Facility Arranger, Administrative Agent, and Senior Lender (collectively referred to as “Agent”), BANK OF BARODA, a branch of a foreign banking corporation, duly licensed by the New York State Banking Department, having its offices at 1 Park Avenue, New York, N.Y. 10016, a Participating Lender (“BOB”)”), CADISTA PHARMACEUTICALS INC., formerly known as Juibilant Pharmaceuticals Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business at 207 Kiley Drive, Salisbury, Maryland 21801 (“Borrower”)., and which shall be signed, executed and delivered as well by CADISTA HOLDINGS INC., a corporation formerly known as Trigen La
SECURITY AGREEMENTSecurity Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
SECURITY AGREEMENT, dated Sept 22, 2006 (as from time to time in effect the “Security Agreement”), between JUBILANT PHARMACEUTICALS INC., a corporation duly organized and existing under the laws of the State of Delaware, and having its principal place of business at 207 Kiley Road, Salisbury, Maryland (“Debtor”), and STATE BANK OF INDIA, NEW YORK BRANCH having its offices at 460 Park Avenue, New York, N.Y. 10022 (“Secured Party”)
CREDIT AGREEMENTCredit Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
THIS CREDIT AGREEMENT, made as of the 22 day of September, 2006, by and among STATE BANK OF INDIA, NEW YORK BRANCH, a branch of a foreign banking corporation, duly licensed by the New York State Banking Department, having its offices at 460 Park Avenue, New York, N.Y. 10022, Facility Arranger, Administrative Agent, and Senior Lender (collectively referred to as “Agent”), BANK OF BARODA, a branch of a foreign banking corporation, duly licensed by the New York State Banking Department, having its offices at 1 Park Avenue, New York, N.Y. 10016, a Participating Lender (“BOB”)”), and JUBILANT PHARMACEUTICALS INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business at 207 Kiley Drive, Salisbury, Maryland (“Borrower”).
SUPPLY AGREEMENTSupply Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
This SUPPLY AGREEMENT (this “Agreement”) is dated as of June 30, 2005 and is between JUBILANT ORGANOSYS LTD., a company organized under the laws of the Republic of India (“Jubilant”), and TRIGEN LABORATORIES, INC., a Delaware corporation (“Trigen”). Each of Jubilant and Trigen are sometimes referred to herein as a “party” and, collectively, as the “parties.”
MASTER PRODUCT DEVELOPMENT COOPERATION AGREEMENT between JUBILANT ORGANOSYS LTD. and CADISTA PHARMACEUTICALS, INC.Master Product Development Cooperation Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
This AGREEMENT, dated as of 14th Aug, 2008 (the “Effective Date”) is by and between JUBILANT ORGANOSYS LTD., a company incorporated under the laws of India, having a place of business in Plot No. 1-A, Institutional Area, Sector 16/A, Noida 201 301, Uttar Pradesh, India (“JOL”), and CADISTA PHARMACEUTICALS, INC., a Delaware corporation (“Cadista”), having a place of business at 207 Kiley Drive, Salisbury, Maryland, USA 21801.
PLEDGE AGREEMENT OF TRIGEN LABORATORIES INCPledge Agreement • June 1st, 2011 • Cadista Holdings Inc. • New York
WHEREAS Agent and BOB have each granted credit facilities to Borrower pursuant to a written Credit Agreement dated as of the date hereof, Notes issued pursuant thereof, and other documentation, and
