Unassociated Document


 


Exhibit 4.32







ELEVENTH SUPPLEMENTAL INDENTURE


 


ELEVENTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (the “Eleventh Supplemental Indenture”), by and among Przedsiębiorstwo Farmaceutyczne Jelfa S.A. (“Jelfa”), Valeant Europe B.V. (“VEBV”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).


 


 


WHEREAS, each of the Company, Valeant Pharmaceuticals International, Inc. (“Parent”), the indirect parent of the Company, and the Subsidiary Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an Indenture, dated as of November 23, 2010 (the “Indenture”), providing for the issuance of 6.875% Senior Notes due 2018 (the “Securities”);


 


 


WHEREAS, Jelfa desires to provide a full and unconditional guarantee (the “Jelfa Guarantee”) of the obligations of the Company under the Securities and the Indenture on the terms and conditions set forth herein;


 


 


WHEREAS, VEBV desires to provide a full and unconditional guarantee (together with the Jelfa Guarantee, the “Guarantee”) of the obligations of the Company under the Securities and the Indenture on the terms and conditions set forth herein;


 


 


WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Trustee, Jelfa and VEBV are authorized to execute and deliver this Eleventh Supplemental Indenture; and


 


 


WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to the Eleventh Supplemental Indenture.


 


 


NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


 


1.           Definitions.  Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Indenture.


 


 


2.           Guarantee.  Jelfa and VEBV hereby agree, jointly and severally, to provide a full and unconditional guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including, but not limited to, Article 10 thereof.


 




  





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3.           Effectiveness of Eleventh Supplemental Indenture.  This Eleventh Supplemental Indenture shall become effective upon the execution and delivery of this Eleventh Supplemental Indenture by the Company, Jelfa, VEBV and the Trustee.


 


 


4.           Indenture Remains in Full Force and Effect.  This Eleventh Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Indenture and the Securities, to the extent not inconsistent with the terms and provisions of this Eleventh Supplemental Indenture, shall remain in full force and effect.


 


 


5.           No Recourse Against Others.  No stockholder, officer, director or incorporator, as such, past, present or future of Jelfa or VEBV shall have any personal liability under this Guarantee, the Securities, the Indenture or this Eleventh Supplemental Indenture by reason of his, her or its status as such stockholder, officer, director or incorporator.


 


 


6.           Headings.  The headings of the Articles and Sections of this Eleventh Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.


 


 


7.           Counterparts.  This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.


 


 


8.           Governing Law.  This Eleventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.


 


 


9.           Trustee Disclaimer.  The Trustee is not responsible for the validity or sufficiency of this Eleventh Supplemental Indenture nor for the recitals herein.


 


 


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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the day and year first written above.


 








	
Company:

	
VALEANT PHARMACEUTICALS INTERNATIONAL


	  	  	  	  
	  	
By:   

	
/s/ Howard B. Schiller

	  
	  	  	
Name:   

	
Howard B. Schiller


	  	  	
Title:

	
Executive Vice President and Chief Financial Officer


	  	  	  	  











	
Jelfa:

	
PRZEDSIĘBIORSTWO FARMACEUTYCZNE JELFA S.A.  


	  	  	  	  
	  	
By:   

	
/s/ Marcin Wnukowski

	  
	  	  	
Name:   

	
Marcin Wnukowski


	  	  	
Title:

	
Attorney-in-fact


	  	  	  	  











	
VEBV:

	
VALEANT EUROPE B.V.


	  	  	  	  
	  	
By:   

	
/s/ Robert Meijer

	  
	  	  	
Name:   

	
Robert Meijer


	  	  	
Title:

	
Attorney-in-fact


	  	  	  	  










 











[Signature Page to Eleventh Supplemental Indenture to November Indenture]




  





  











  








 



	
Trustee:

	
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


as Trustee


	  	  	  	  
	  	
By:   

	
/s/ Teresa Petta

	  
	  	  	
Name:   

	
Teresa Petta


	  	  	
Title:

	
Authorized Signatory


	  	  	  	  





 


 











[Signature Page to Eleventh Supplemental Indenture to November Indenture]