Exhibit 10.12
EXHIBIT G TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT
SECOND LIEN PLEDGE AND SECURITY AGREEMENT
dated as of October 26, 2007
among
CHEM RX CORPORATION,
EACH OF THE OTHER GRANTORS PARTY HERETO
and
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,
as the Collateral Agent
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS
1
Section 1.01
General Definitions
1
Section 1.02
Definitions; Interpretation
7
ARTICLE II GRANT OF SECURITY
8
Section 2.01
Grant of Security
8
Section 2.02
Certain Limited Exclusions
8
Section 2.03
Lien Subordination
9
ARTICLE III SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE
9
Section 3.01
Security for Obligations
9
Section 3.02
Continuing Liability Under Collateral
9
ARTICLE IV REPRESENTATIONS AND WARRANTIES AND COVENANTS
10
Section 4.01
Generally
10
Section 4.02
Equipment and Inventory
11
Section 4.03
Receivables
12
Section 4.04
Investment Related Property
13
Section 4.05
Pledged Equity Interests
15
Section 4.06
Pledged Debt
16
Section 4.07
Investment Accounts
17
Section 4.08
Material Contracts
18
Section 4.09
Letter of Credit Rights
18
Section 4.10
Intellectual Property
19
Section 4.11
Commercial Tort Claims
21
ARTICLE V FURTHER ASSURANCES; ADDITIONAL GRANTORS
22
Section 5.01
Further Assurances
22
Section 5.02
Additional Grantors
22
ARTICLE VI COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
23
Section 6.01
Power of Attorney
23
Section 6.02
No Duty on the Part of Collateral Agent or Secured Parties
23
ARTICLE VII REMEDIES
24
Section 7.01
Generally
24
Section 7.02
Application of Proceeds
25
Section 7.03
Sales on Credit
25
Section 7.04
Deposit Accounts
26
Section 7.05
Investment Related Property
26
Section 7.06
Intellectual Property
26
Section 7.07
Cash Proceeds
27
ARTICLE VIII COLLATERAL AGENT
28
ARTICLE IX CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
28
i
ARTICLE X STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
28
ARTICLE XI MISCELLANEOUS.
29
ii
SCHEDULE 4.01 - GENERAL INFORMATION
SCHEDULE 4.02 - LOCATION OF EQUIPMENT AND INVENTORY
SCHEDULE 4.05 - INVESTMENT RELATED PROPERTY
SCHEDULE 4.09 - DESCRIPTION OF LETTERS OF CREDIT
SCHEDULE 4.10 - INTELLECTUAL PROPERTY EXCEPTIONS
SCHEDULE 4.11 - COMMERCIAL TORT CLAIMS
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - SECOND LIEN TRADEMARK SECURITY AGREEMENT
EXHIBIT C - SECOND LIEN COPYRIGHT SECURITY AGREEMENT
EXHIBIT D - SECOND LIEN PATENT SECURITY AGREEMENT
iii
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2007
(this "Agreement"), between EACH OF THE UNDERSIGNED, whether as an original
signatory hereto or as an Additional Grantor (as herein defined) (each, a
"Grantor"), and Canadian Imperial Bank of Commerce, New York Agency, as
Collateral Agent for the Secured Parties (as herein defined) (in such capacity
as Collateral Agent, the "Collateral Agent").
RECITALS:
WHEREAS, reference is made to that certain Second Lien Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
by and among Chem Rx Corporation (formerly Paramount Acquisition Corp.), a
Delaware corporation ("Company"), certain subsidiaries of the Company, as
Guarantors, the lenders party thereto from time to time (the "Lenders"), CIBC
WORLD