EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • May 9th, 2012 • Savient Pharmaceuticals Inc • Medicinal chemicals & botanical products
(including any other persons or entities exchanging Existing Notes (as defined below) or purchasing New Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange and Purchase Agreement (the “Agreement”) with Savient Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on May 7, 2012 whereby the Holder will (a) exchange (the “Exchange”) certain of the Company’s 4.75% Convertible Senior Notes due 2018 (the “Existing Notes”) for certain of the Company’s Units (as defined below), each Unit consisting of (i) $1,000 principal amount at maturity new Senior Secured Discount Notes due 2019 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture, to be dated as of May 9, 2012 in the form of Exhibit A hereto (the “Indenture”) between the Company, each of the guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”) and col
WARRANT AGREEMENT Dated as of May 9, 2012 between SAVIENT PHARMACEUTICALS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Warrant AgentWarrant Agreement • May 9th, 2012 • Savient Pharmaceuticals Inc • Medicinal chemicals & botanical products • New York
WARRANT AGREEMENT, dated as of May 9, 2012 (this “Agreement”), between SAVIENT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, as warrant agent (the “Warrant Agent”).
SAVIENT PHARMACEUTICALS, INC. and EACH OF THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 9, 2012 Senior Secured Discount Notes due 2019Warrant Agreement • May 9th, 2012 • Savient Pharmaceuticals Inc • Medicinal chemicals & botanical products • New York
INDENTURE, dated as of May 9, 2012, among Savient Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Guarantors named herein and U.S. Bank National Association, as trustee (the “Trustee”).
PLEDGE AND SECURITY AGREEMENT dated as of May 9, 2012 by and among SAVIENT PHARMACEUTICALS, INC., EACH OF THE OTHER GRANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentPledge and Security Agreement • May 9th, 2012 • Savient Pharmaceuticals Inc • Medicinal chemicals & botanical products
This PLEDGE AND SECURITY AGREEMENT, dated as of May 9, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among SAVIENT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Company, each, a “Grantor,” and collectively, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
