AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 22nd, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made effective as of August 18, 2014 (the “Effective Date”), by and among PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (“Holdings”), MACOVEN PHARMACEUTICALS, L.L.C., a Louisiana limited liability company (“Macoven”), PERNIX MANUFACTURING, LLC, a Texas limited liability company (“Pernix Manufacturing”), PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company (“Pernix Therapeutics”), CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (“Cypress”), GTA GP, INC., a Maryland corporation (“GTA GP”), GTA LP, INC., a Maryland corporation (“GTA LP”), GAINE, INC., a Delaware corporation (“Gaine”), RESPICOPEA, INC., a Delaware corporation (“Respicopea”), HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation (“Hawthorn”) and PERNIX SLEEP, INC., a Delaware corporation (“Pernix Sleep”; and together with Holdings, Macoven, Pernix Manufacturing, Pernix Therapeutics, Cypress, GTA GP, GTA L
PERNIX THERAPEUTICS HOLDINGS, INC. as Issuer, and the Guarantors named herein 12% Senior Secured Notes due 2020 INDENTURE Dated as of August 19, 2014 U.S. BANK NATIONAL ASSOCIATION,Supplemental Indenture • August 22nd, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of August 19, 2014 among Pernix Therapeutics Holdings, Inc., a Maryland corporation with an address at 10 North Park Place, Suite 201, Morristown, New Jersey 07960 (the “Issuer”), the Guarantors, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
PERNIX THERAPEUTICS HOLDINGS, INC. AND WORRIGAN LIMITED, as a Guarantor AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 19, 2014Supplemental Indenture • August 22nd, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), entered into as of August 19, 2014, among Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company"), Worrigan Limited, a private limited liability company formed in the Republic of Ireland ("Worrigan Limited") and Wilmington Trust, National Association, a national banking association (the "Trustee").
NEITHER THIS NOTE NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, NOR IS SUCH REGISTRATION...Pernix Therapeutics Holdings, Inc. • August 22nd, 2014 • Pharmaceutical preparations
THIS NOTE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS SET FORTH IN THE INDENTURE REFERRED TO HEREINAFTER, AND, IN ADDITION, EACH PERSON OR ENTITY THAT ACQUIRES OR ACCEPTS THIS NOTE OR AN INTEREST HEREIN BY SUCH ACQUISITION OR ACCEPTANCE AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH IN SUCH INDENTURE, AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS SET FORTH IN SUCH INDENTURE.
Re: Purchase Price Reduction and Agreement AmendmentsPernix Therapeutics Holdings, Inc. • August 22nd, 2014 • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE By and Among PERNIX THERAPEUTICS HOLDINGS, INC. And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of August 19, 2014First Supplemental Indenture • August 22nd, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of August 19, 2014, by and among PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
