ex4-45.htm





Exhibit 4.45









FOURTEENTH SUPPLEMENTAL INDENTURE


 


FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2013 (the “Fourteenth Supplemental Indenture”), by and among Labenne Participações Ltda. (“Labenne”), Probiótica Laboratórios Ltda. (“Probiótica”), 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 September 28, 2010 (the “Indenture”), providing for the issuance of 6.75% Senior Notes due 2017 and 7.00% Senior Notes due 2020 (collectively, the “Securities”);


 


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


 


WHEREAS, Probiótica desires to provide a full and unconditional guarantee (together with the Labenne 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, Labenne and Probiótica are authorized to execute and deliver this Fourteenth Supplemental Indenture; and


 


 WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to the Fourteenth 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.  Labenne and Probiótica 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 Fourteenth Supplemental Indenture.  This Fourteenth Supplemental Indenture shall become effective upon the execution and delivery of this Fourteenth Supplemental Indenture by the Company, Labenne, Probiótica and the Trustee.


 


4.           Indenture Remains in Full Force and Effect.  This Fourteenth 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 Fourteenth 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 Labenne or Probiótica shall have any personal liability under this Guarantee, the Securities, the Indenture or this Fourteenth 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 Fourteenth Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.


 


7.           Counterparts.  This Fourteenth 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 Fourteenth 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 Fourteenth Supplemental Indenture nor for the recitals herein.


 


 


[Intentionally Left Blank]


 






  





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IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth 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


	  	  	  	  














	
LABENNE:

	
LABENNE PARTICIPAÇÕES LTDA.


	  	  	  	  
	  	
By:   

	
/s/ Marcelo Noll Barbosa

	  
	  	  	
Name:   

	
Marcelo Noll Barbosa

	  
	  	  	
Title:

	
Officer

	  
	  	  	  	  
	  	  	  	  
	  	
By:   

	
/s/ Jairo Antonio Aidar

	  
	  	  	
Name:   

	
Jairo Antonio Aidar

	  
	  	  	
Title:

	
Officer

	  
















	
PROBIÓTICA:

	
PROBIÓTICA LABORATÓRIOS LTDA.


	  	  	  	  
	  	
By:   

	
/s/ Marcelo Noll Barbosa

	  
	  	  	
Name:   

	
Marcelo Noll Barbosa

	  
	  	  	
Title:

	
Officer

	  














	  	  	  	  
	  	
By:   

	
/s/ Jairo Antonio Aidar

	  
	  	  	
Name:   

	
Jairo Antonio Aidar

	  
	  	  	
Title:

	
Officer

	  










 


 


 







[Signature Page to Fourteenth Supplemental Indenture to September 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 Fourteenth Supplemental Indenture to September Indenture]