Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - Warner Chilcott plc | d8k.htm |
EX-99.1 - PRESS RELEASE - Warner Chilcott plc | dex991.htm |
Exhibit 99.2
EXECUTION COPY
WARNER CHILCOTT CORPORATION
as the Issuer
The Guarantors Named Herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of December 30, 2009
8 3/4% Senior Subordinated Notes due 2015
This Supplemental Indenture, dated as of December 30, 2009 (this Supplemental Indenture), among Warner Chilcott Corporation (together with its successors and assigns, the Company), the guarantors under the Indenture referred to below (collectively, the Guarantors) and Wells Fargo Bank, National Association, as trustee (the Trustee) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of January 18, 2005 (as amended, supplemented, waived or otherwise modified, the Indenture), providing for the issuance of 8 3/4% Senior Subordinated Notes due 2015 of the Company (the Notes);
WHEREAS, Section 9.02 of the Indenture provides that the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement the Indenture or the Notes without notice to any other Holders;
WHEREAS, in connection with a tender offer for Notes (the Tender Offer) and by means of an Offer to Purchase and Consent Solicitation Statement (the Statement) dated as of December 15, 2009, the Company has solicited the consents of Holders of the Notes to certain proposed amendments to the Indenture (the Proposed Amendments);
WHEREAS, holders of a majority in aggregate principal amount of the outstanding Notes have provided their valid consent, in writing, to the Proposed Amendments; and
WHEREAS, the Company and the Guarantors, pursuant to the foregoing authority, propose in and by this Supplemental Indenture to amend the Indenture and have requested that the Trustee join in the execution of this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
Amendments
SECTION 2.1 Effective as of the Amendment Effective Date (as defined below):
(a) the following sections of the Indenture shall be deleted and the corresponding provisions in the Notes shall be deemed to be deleted in their entirety and replaced with the phrase Intentionally Omitted:
Existing Section Number |
Caption or Description | |
Section 4.04 in its entirety | Payment of Taxes and Other Claims | |
Section 4.05 in its entirety | Maintenance of Properties and Insurance | |
Section 4.06 in its entirety | Compliance Certificate; Notice of Default | |
Section 4.08 in its entirety | Waiver of Stay, Extension or Usury Laws | |
Section 4.09 in its entirety | Change of Control | |
Section 4.10 in its entirety | Incurrence of Indebtedness and Issuance of Preferred Stock | |
Section 4.11 in its entirety | Restricted Payments | |
Section 4.12 in its entirety | Liens | |
Section 4.13 in its entirety | Asset Sales | |
Section 4.14 in its entirety | Transactions with Affiliates | |
Section 4.15 in its entirety | Dividend and Other Payment Restrictions Affecting Subsidiaries |
Section 4.16 in its entirety | Additional Guarantees | |
Section 4.17 in its entirety | Reports to Holders | |
Section 4.18 in its entirety | Limitations on Layering | |
Section 4.19 in its entirety | Business Activities | |
Section 5.01(a)(4) | Certain restrictions on merger, consolidation or sale of assets | |
Section 6.01(4) | Events of default | |
Section 6.01(7) | Events of default | |
Section 6.01(8) | Events of default |
(b) Any definitions used exclusively in the provisions of the Indenture listed in Paragraph (a) of this Section 2.1 shall be deleted in their entirety from the Indenture and the Notes and all references to paragraphs, sections, articles or other terms or provisions of the Indenture listed in Paragraph (a) of this Section 2.1 shall be deleted in their entirety from the Indenture and the Notes. Any provision contained in the Notes that relates to any provision of the Indenture as amended shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended.
SECTION 2.2 From and as of the Amendment Effective Date, no default related to the sections deleted by Section 2.1 of this Supplemental Indenture shall constitute an Event of Default.
SECTION 2.3 Effective as of the Amendment Effective Date, Section 6.01(3) of the Indenture shall be amended and restated in its entirety as follows:
the Issuer defaults in the performance of the covenant found in Section 4.03 of this Indenture.
ARTICLE III
Effectiveness
Section 3.1 Effectiveness. This Supplemental Indenture shall become effective upon execution by the Company, the Guarantors and the Trustee. As used herein, the Amendment Effective Date shall mean the date that the Company delivers written notice to the Trustee that consents have been received
from Holders of at least a majority of the then outstanding aggregate principal amount of Notes and the related Notes have been accepted for purchase in the Tender Offer.
Miscellaneous
SECTION 3.1 Notices. All notices and other communications to each Guarantor shall be given as provided in the Indenture.
SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
SECTION 4.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 4.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 4.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
SECTION 4.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement.
SECTION 4.7 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only, are not part of this Supplemental Indenture and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
SECTION 4.8 Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in New York City, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Supplemental Indenture. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to whose jurisdiction it is or may be subject by suit upon such judgment.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and made effective as of the date first above written.
WARNER CHILCOTT CORPORATION | ||
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Senior Vice President, General Counsel and Corporate Secretary |
[Signature Page for Seventh Supplemental Indenture]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Martin G. Reed | |
Name: | Martin G. Reed | |
Title: | Vice President |
[Signature Page for Seventh Supplemental Indenture]
WARNER CHILCOTT PLC, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Vice President, UK Operations |
[Signature Page for Seventh Supplemental Indenture]
WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED, as a Guarantor | ||
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Senior Vice President, General Counsel and Corporate Secretary | |
WARNER CHILCOTT (US), LLC, as a Guarantor | ||
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Senior Vice President, General Counsel and Corporate Secretary | |
WARNER CHILCOTT LIMITED, as a Guarantor | ||
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Senior Vice President, General Counsel and Corporate Secretary |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS S.A R.L as a Guarantor | ||
By: | /s/ Roger Boissonneault | |
Name: | Roger Boissonneault | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS-GERMANY GMBH, as a Guarantor | ||
By: | /s/ Leland Harper Cross | |
Name: | Leland Harper Cross | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
PRESENT when the common seal of | /s/ Dermot Curran | |||
GALEN (CHEMICALS) LIMITED | DIRECTOR Dermot Curran | |||
was affixed hereto:- | ||||
/s/ Donnan Hurst | ||||
DIRECTOR Donnan Hurst | ||||
Witnesss signature: | ||||
Name: | ||||
Address: | ||||
Occupation: | ||||
PRESENT when the common seal of | /s/ Dermot Curran | |||
WARNER CHILCOTT INTERMEDIATE | DIRECTOR Dermot Curran | |||
(IRELAND) LIMITED | ||||
was affixed hereto:- | ||||
/s/ Donnan Hurst | ||||
DIRECTOR Donnan Hurst | ||||
Witnesss signature: | ||||
Name: | ||||
Address: | ||||
Occupation: |
[Signature Page for Seventh Supplemental Indenture]
WARNER CHILCOTT ITALY S.R.L., as a Guarantor | ||
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
WC LUXCO HOLDINGS S.A R.L., as a Guarantor | ||
By: | /s/ Alain Heinz | |
Name: | Alain Heinz | |
Title: | Manager | |
WC LUXCO S.A R.L. , as a Guarantor | ||
/s/ Alain Heinz | ||
Name: | Alain Heinz | |
Title: | Manager | |
WARNER CHILCOTT INTERMEDIATE (LUXEMBOURG) S.A R.L. , as a Guarantor | ||
By: | /s/ Alain Heinz | |
Name: | Alain Heinz | |
Title: | Manager |
[Signature Page for Seventh Supplemental Indenture]
WARNER CHILCOTT ACQUISITION LIMITED, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Director | |
CHILCOTT UK LIMITED, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Director | |
MILLBROOK (NI) LIMITED, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Director | |
WARNER CHILCOTT RESEARCH LABORATORIES LIMITED, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Director | |
WARNER CHILCOTT UK LIMITED, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS UK Limited, as a Guarantor | ||
By: | /s/ Claire Gilligan | |
Name: | Claire Gilligan | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
WARNER CHILCOTT SALES (US) LLC, as a Guarantor | ||
By: | Warner Chilcott Corporation as sole member | |
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Senior Vice President, General Counsel and Corporate Secretary |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS N.V., as a Guarantor | ||
By: | /s/ Roger Boissonneault | |
Name: | Roger Boissonneault | |
Title: | Director | |
PROCTER & GAMBLE PHARMACEUTICALS CANADA, as a Guarantor | ||
By: | /s/ Roger Boissonneault | |
Name: | Roger Boissonneault | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS NEDERLAND B.V., as a Guarantor | ||
By: | /s/ Izumi Hara | |
Name: | Izumi Hara | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
WC NETHERLANDS HOLDINGS B.V., as a Guarantor | ||
By: | /s/ C.A.L.A. Kerckhoffs | |
Name: | C.A.L.A. Kerckhoffs | |
Title: | Managing Director |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS PUERTO RICO LLC, as a Guarantor | ||
By: | /s/ Max Torres | |
Name: | Max Torres | |
Title: | Treasurer |
[Signature Page for Seventh Supplemental Indenture]
PROCTER & GAMBLE PHARMACEUTICALS INC., as a Guarantor | ||
By: | /s/ Roger Boissonneault | |
Name: | Roger Boissonneault | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]
WARNER CHILCOTT COMPANY, LLC, as a Guarantor | ||
By: | /s/ Max Torres | |
Name: | Max Torres | |
Title: | Senior Director and General Manager, Business Operations, Puerto Rico and Treasurer |
[Signature Page for Seventh Supplemental Indenture]
WC PHARMACEUTICALS II LIMITED, as a Guarantor | ||
By: | /s/ Sergio Gilbert Garcia | |
Name: | Sergio Gilbert Garcia | |
Title: | Director |
WC PHARMACEUTICALS I LIMITED, as a Guarantor | ||
By: | /s/ Sergio Gilbert Garcia | |
Name: | Sergio Gilbert Garcia | |
Title: | Director |
[Signature Page for Seventh Supplemental Indenture]