ptx_ex44.htm


Exhibit 4.4




 







 







 







 







 







 







 


PERNIX THERAPEUTICS HOLDINGS, INC.


 


AND


 


WORRIGAN LIMITED, as a Guarantor


 


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


 


as Trustee


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of August 19, 2014


 


8.00% Convertible Senior Notes due 2019


 







 







 









  





  











  






 


 


THIS SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), entered into as of August 19, 2014, among Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company"), Worrigan Limited, a private limited liability company formed in the Republic of Ireland ("Worrigan Limited") and Wilmington Trust, National Association, a national banking association (the "Trustee").


 


RECITALS


 


WHEREAS, the Company, the other Guarantors party thereto and the Trustee entered into an indenture, dated as of February 21, 2014 (the "Indenture"), relating to the Company's 8.00% Convertible Senior Notes due 2019 (the "Notes"); and


 


WHEREAS, as a condition to the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause certain Subsidiaries from time to time to provide Guarantees.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:


 


Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.


 


Section 2.  Worrigan Limited, by its execution of this Second Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 13 thereof.


 


Section 3.  This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 4.  This Second Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.


 


Section 5.  This Second Supplemental Indenture is an amendment supplemental to the Indenture and the First Supplemental Indenture, and the Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall henceforth be read together.


 


Section 6.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the Recitals contained herein, all of which are made solely by the Company and Worrigan Limited.


 







 


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




 



	 	 
PERNIX THERAPEUTICS HOLDINGS, INC.


 


By: /s/ Douglas Drysdale


Name: Douglas Drysdale


Title:   Chief Executive Officer

	 
	  
PRESENT when the Common 


Seal of Worrigan Limited was 


affixed hereto and this deed 


was delivered: 
                   (SEAL)



	  
WORRIGAN LIMITED


 


By: /s/ Douglas Drysdale


Name: Douglas Drysdale


Title:   Chief Executive Officer

	 
	 	
 


WILMINGTON TRUST, NATIONAL 


ASSOCIATION, as Trustee


 


By: /s/ Lynn M. Steiner


Name: Lynn M. Steiner


 Title:   Vice President

	 





 


 


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