Exhibit 4.2


 


SUPPLEMENTAL INDENTURE


 


This Supplemental Indenture, dated as of March 19,
2010 (this “Supplemental Indenture” or “Guarantee”), among
Talecris Biotherapeutics Overseas Services Corp. (“TBOSC”), Talecris
Biotherapeutics Holdings Corp. (together with its successors and assigns, the “Company”),
the Subsidiary Guarantors under the Indenture referred to below, and The Bank
of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred
to below.


 


WHEREAS, the Company, the Subsidiary Guarantors and
the Trustee have heretofore executed and delivered an Indenture, dated as of October 21,
2009 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of an aggregate principal amount of $600.0 million
of 7.75% Senior Notes due 2016 of the Company (the “Notes”);


 


WHEREAS, Section 4.19 of the Indenture
provides that the Company is required to cause any newly created or acquired
Domestic Subsidiary (other than an Unrestricted Subsidiary) to execute and
deliver to the Trustee a supplemental Indenture providing for a Subsidiary
Guarantee; and


 


WHEREAS, pursuant to Section 9.01(g) of
the Indenture, the Trustee, the Company and the Subsidiary Gurantors are
authorized to execute and deliver this Supplemental Indenture to amend the
Indenture, without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, TBOSC, the Company, the other Subsidiary Guarantors 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 Subsidiary
Guarantee, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined, except that the term “Holders” in this
Guarantee shall refer to the term “Holders” as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such holders.  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


 


Agreement
to be Bound: Guarantee


 


SECTION 2.1 Agreement
to be Bound. TBOSC hereby becomes a party to the Indenture as a Subsidiary
Guarantor and as such will have all of the rights and be subject to all of the
obligations and agreements of a Subsidiary Guarantor under the Indenture. TBOSC
agrees to be bound by all of the provisions of the Indenture applicable to a
Subsidiary Guarantor and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.


 


SECTION 2.2 Guarantee.
TBOSC hereby fully, unconditionally and irrevocably guarantees, as primary
obligor and not merely as surety, jointly and severally with each other
Subsidiary Guarantor, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the Obligations under
the Notes in accordance with Article 10 of the Indenture.


 


ARTICLE
III


 


Miscellaneous


 


SECTION 3.1 Notices.
All notices and other communications to TBOSC shall be given in care of the
Company as provided in the Indenture for notices to the Company.


 


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 3.3 Governing
Law. This Supplemental Indenture shall be governed by the laws of the State
of New York.


 


SECTION 3.4 Severability
Clause. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.  If and
to the extent that any provision of this Supplemental Indenture limits,
qualifies or conflicts with another provision that is required to be included
in this Supplemental Indenture or in the Indenture by the Trust Indenture Act,
the required provision shall control.


 


SECTION 3.5 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 3.6 Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture
in counterparts, all of which together shall constitute one and the same
agreement.


 


SECTION 3.7 Headings.
The headings of the Articles and the sections in this Guarantee are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.


 


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


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  TALECRIS BIOTHERAPEUTICS
  HOLDINGS CORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Hanson

  
	
   

  	
  Name:

  	
  John M. Hanson

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  TALECRIS BIOTHERAPEUTICS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Hanson

  
	
   

  	
  Name:

  	
  John M. Hanson

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  TALECRIS PLASMA RESOURCES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Hanson

  
	
   

  	
  Name:

  	
  John M. Hanson

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  NEW SUBSIDIARY GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  TALECRIS BIOTHERAPEUTICS
  OVERSEAS SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Hanson

  
	
   

  	
  Name:

  	
  John M. Hanson

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer and Treasurer

  



 


3

















 


	
  Accepted:

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Christie Leppert

  	
   

  
	
  Name:

  	
  Christie Leppert

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


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