AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 28, 2012, is by and between Par Pharmaceutical, Inc., a Delaware corporation (“Par”) and Sky Growth Holdings Corporation, a Delaware corporation (“Parent”, together with Par, “Employer”), on the one hand, and Thomas Haughey (“Executive”), on the other.
SECURITY AGREEMENT dated as of September 28, 2012 among SKY GROWTH ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., with Par Pharmaceutical Companies, Inc. surviving such merger as a...Security Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of September 28, 2012 (this “Agreement”), among SKY GROWTH ACQUISITION CORPORATION, a Delaware corporation (which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as a Borrower (the “Parent Borrower”)), SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, a Delaware corporation (“Holdings”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers”, and each, a “Borrower”), the Subsidiary Guarantors party hereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New York
This Management Services Agreement (this “Agreement”) is entered into as of September 28, 2012 by and among Sky Growth Acquisition Corporation, a Delaware corporation (“Merger Sub”), Sky Growth Intermediate Holdings I Corporation, a Delaware corporation (“Intermediate Holdings I”), Sky Growth Intermediate Holdings II Corporation, a Delaware corporation (“Intermediate Holdings II”), Sky Growth Holdings Corporation, a Delaware corporation (“Parent”, together with Merger Sub, Intermediate Holdings I and Intermediate Holdings II, the “Companies”), and TPG VI Management, LLC (the “Manager”).
AMENDMENT NO. 3Credit Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 28, 2012, among SKY GROWTH ACQUISITION CORPORATION, a Delaware corporation (which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as a Borrower (the “Parent Borrower”)), SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, a Delaware corporation (“Holdings”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
GUARANTY dated as of September 28, 2012 among SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Administrative AgentGuaranty • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations
This GUARANTY, dated as of September 28, 2012, is among SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, a Delaware corporation (“Holdings”), and the other Guarantors set forth on Schedule I hereto and BANK OF AMERICA, N.A., as Administrative Agent.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New Jersey
THIS SEPARATION AGREEMENT AND RELEASE (“Release”), dated January 31, 2013, is given by Patrick LePore (“EMPLOYEE”) to Par Pharmaceutical Companies, Inc., and Par Pharmaceutical, Inc., each a Delaware corporation, and any of their parent and subsidiary corporations, affiliates, departments and divisions (collectively, “THE COMPANY”). The Effective Date of this Release shall be as set forth in Section 6 herein.
AMENDMENT NO. 2Par Pharmacuetical, Inc. • August 14th, 2013 • Pharmaceutical preparations • New York
AMENDMENT NO. 2, dated as of February 20, 2013 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), the Revolving Credit Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer under the Credit Agreement, dated as of September 28, 2012 (as amended by Amendment No. 1, dated as of February 6, 2013, and as otherwise amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among the Parent Borrower, the Co-Borrower, Holdings, BANK OF AMERICA, N.A., as administrative agent under the Loan Documents, Swing Line Lender and L/C Issuer, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and the other parties thereto from time to time. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SKY GROWTH HOLDINGS CORPORATION LONG-TERM CASH INCENTIVE AWARD AGREEMENTIncentive Award Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations
This Long-Term Cash Incentive Award Agreement (this “Award Agreement”) evidences the grant on the date hereof by Sky Growth Holdings Corporation (the “Company”) to the undersigned (the “Participant”), pursuant to and in accordance with the terms of the Sky Growth Holdings Corporation 2012 Equity Incentive Plan, as amended from time to time (the “Plan”). In the event of a conflict between the terms of the Award Agreement and the terms of the Plan, the terms of the Award Agreement shall govern.
CREDIT AGREEMENT dated as of September 28, 2012 among SKY GROWTH ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., with Par Pharmaceutical Companies, Inc. surviving such merger as the...Security Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 28, 2012, among SKY GROWTH ACQUISITION CORPORATION, a Delaware corporation (which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as a Borrower (the “Parent Borrower”)), SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, a Delaware corporation (“Holdings”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SKY GROWTH HOLDINGS CORPORATION THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS STOCK OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS’...Non-Statutory Stock Option Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • Delaware
This agreement (the “Agreement”) evidences a stock option granted by Sky Growth Holding Corporation (the “Company”) to the optionee set forth above (the “Optionee”), pursuant to and subject to the terms of the Sky Growth Holdings Corporation 2012 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
SKY GROWTH HOLDINGS CORPORATION RESTRICTED STOCK UNIT AGREEMENT THIS AWARD AND ANY SECURITIES DELIVERED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT...Restricted Stock Unit Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • Delaware
AMENDMENT NO. 1Par Pharmacuetical, Inc. • August 14th, 2013 • Pharmaceutical preparations • New York
AMENDMENT NO. 1, dated as of February 6, 2013 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, CITIGROUP GLOBAL MARKETS INC., RBC CAPITAL MARKETS1 and BMO CAPITAL MARKETS (collectively, the “Lead Arrangers”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement, dated as of September 28, 2012 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among the Parent Borrower, the Co-Borrower, Holdings, BANK OF AMERICA, N.A., as administrative agent under the Loan Docume
ContractSupplemental Indenture • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 28, 2012 among Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
Registration Rights Agreement Joinder with respect to the Registration Rights Agreement for Sky Growth Acquisition CorporationRegistration Rights Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations
Reference is hereby made to that certain Registration Rights Agreement, dated as of September 28, 2012 (the “Registration Rights Agreement”), between Sky Growth Acquisition Corporation, a Delaware corporation, and Goldman, Sachs & Co., as representative of the Purchasers, providing for the issuance and sale of the Securities (as defined therein). As a condition to the consummation of the offering of the Securities, in the event that the Merger Date occurs at the Time of Delivery (as defined in the Purchase Agreement referenced in the Registration Rights Agreement), each of Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Company”), and each Guarantor (as defined in the Registration Rights Agreement) has agreed to join in the Registration Rights Agreement as of the date hereof. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the respective meanings given them in the Registration Rights Agreement.
REGISTRATION RIGHTS AGREEMENT by and between Sky Growth Acquisition Corporation and Goldman, Sachs & Co. Dated as of September 28, 2012Registration Rights Agreement • August 14th, 2013 • Par Pharmacuetical, Inc. • Pharmaceutical preparations • New York
This Agreement is entered into in connection with the merger (the “Merger”) of Merger Sub with and into Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Company”), whereby, upon consummation of the Merger, the Company will continue as the surviving corporation and a wholly owned subsidiary of Sky Growth Holdings Corporation, a Delaware corporation and parent company of the Merger Sub (“Parent”), pursuant to the Agreement and Plan of Merger, dated as of July 14, 2012, by and among the Company, Merger Sub and Parent. Merger Sub has proposed to issue and sell to the Purchasers, upon the terms set forth in the Purchase Agreement, an aggregate of $490,000,000 principal amount of the Notes. Upon consummation of the Merger, the Company will assume all of Merger Sub’s obligations in connection with the Notes and the Notes will become unconditionally guaranteed on a senior unsecured basis by the Guarantors. The representations, warranties, agreements and obligations of, or perta
