ex4-3.htm


 



Exhibit 4.3









SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE, dated as of July 26, 2013 (the “Second Supplemental Indenture”), by and among Obagi Medical Products, Inc. (“Obagi”), OMP, Inc. (“OMP”), Valeant Pharmaceuticals International, Inc., a corporation continued under the federal laws of Canada (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).


 


WHEREAS, VPII Escrow Corp., a corporation organized under the federal laws of Canada (the “Escrow Issuer”), has heretofore executed and delivered to the Trustee an Indenture, dated as of July 12, 2013 (the “Indenture”), providing for the issuance of the Escrow Issuer’s 6.75% Senior Notes due 2018 (the “2018 Notes”) and 7.50% Senior Notes due 2021 (the “2021 Notes” and, together with the 2018 Notes, the “Securities”);


 


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


 


WHEREAS, OMP desires to provide a full and unconditional guarantee (together with the Obagi 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, Obagi and OMP are authorized to execute and deliver this Second Supplemental Indenture; and


 


WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to the Second 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.  Effective upon the Escrow Release, Obagi and OMP 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.


 


3.         Effectiveness of Second Supplemental Indenture.  This Second Supplemental Indenture shall become effective upon the execution and delivery of this Second Supplemental Indenture by the Company, Obagi, OMP and the Trustee.


 


4.         Indenture Remains in Full Force and Effect.  This Second 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 Second Supplemental Indenture, shall remain in full force and effect.










  





1











  








 


5.         No Recourse Against Others.  No stockholder, officer, director or incorporator, as such, past, present or future of Obagi or OMP shall have any personal liability under this Guarantee, the Securities, the Indenture or this Second 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 Second Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.


 


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


 


[Intentionally Left Blank]


 


 


 










  





2











  








 


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








	
Company: 

	
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.


	  	  
	  	
By:   

	
/s/ Howard B. Schiller

	  
	  	  	
Name:   

	
Howard B. Schiller


	  	  	
Title:

	
Executive Vice President and Chief Financial Officer


	  	  	  	  











	
Obagi:   

	
OBAGI MEDICAL PRODUCTS, INC.


	  	  
	  	
By:   

	
/s/ Linda LaGorga

	  
	  	  	
Name:   

	
Linda LaGorga


	  	  	
Title:

	
Treasurer


	  	  	  	  











	
OMP:     

	
OMP, INC.


	  	  
	  	
By:   

	
/s/ Linda LaGorga

	  
	  	  	
Name:   

	
Linda LaGorga


	  	  	
Title:

	
Treasurer


	  	  	  	  














[Signature Page to Second Supplemental Indenture to VPII Escrow July 2013 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 Second Supplemental Indenture to VPII Escrow July 2013 Indenture]




  





  











  


















Acknowledged and Agreed by:







VPII ESCROW CORP.


 


 



	
By:   

	  	
/s/ Robert R. Chai-Onn

	  
	  	
Name:   

	
Robert R. Chai-Onn

	  
	  	
Title:

	
President and Chief Executive Officer

	  





 


 


 


 


 



[Signature Page to Second Supplemental Indenture to VPII Escrow July 2013 Indenture]