exv4w2






Exhibit 4.2





WATSON PHARMACEUTICALS, INC.,




as Issuer




and




Wells Fargo Bank, National Association,




as Trustee




FIRST SUPPLEMENTAL INDENTURE




Dated as of August 24, 2009




to the Indenture dated as of August 24, 2009




5.000% Senior Notes due 2014

6.125% Senior Notes due 2019





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE 1

	 
	 	 	 	 	 	 
	APPLICATION OF SUPPLEMENTAL INDENTURE

	 
	 	 	 	 	 	 
	Section 1.01.
	 	Application of First Supplemental Indenture	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 2

	DEFINITIONS

	 
	 	 	 	 	 	 
	Section 2.01.
	 	Certain Terms Defined in the Indenture	 	 	2	 
	Section 2.02.
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 3

	FORM AND TERMS OF THE NOTES

	 
	 	 	 	 	 	 
	Section 3.01.
	 	Form and Dating	 	 	5	 
	Section 3.02.
	 	Terms of the Notes	 	 	6	 
	Section 3.03.
	 	Optional Redemption	 	 	7	 
	Section 3.04.
	 	Repurchase of Notes upon a Change of Control	 	 	8	 
	Section 3.05.
	 	Amendment of Limitations on Liens	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE 4

	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 4.01.
	 	Conflict with Trust Indenture Act	 	 	10	 
	Section 4.02.
	 	New York Law to Govern	 	 	10	 
	Section 4.03.
	 	Counterparts	 	 	10	 
	Section 4.04.
	 	Separability Clause	 	 	10	 
	Section 4.05.
	 	Ratification	 	 	10	 
	Section 4.06.
	 	Effectiveness	 	 	10	 
	 
	 	 	 	 	 	 
	EXHIBIT A-1 — Form of 5.000% Senior Notes due 2014	 	 	A-1	 
	 
	 	 	 	 	 	 
	EXHIBIT B-2 — Form of 6.125% Senior Notes due 2019 	 	 	B-1	 







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FIRST SUPPLEMENTAL INDENTURE




          SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 24, 2009,
between WATSON PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee (the “Trustee”).




RECITALS OF THE COMPANY




          WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of August
24, 2009 (the “Base Indenture,” and together with the First Supplemental Indenture, the
“Indenture”), to provide for the issuance by the Company from time to time of Securities to be
issued in one or mores series as provided in the Indenture;




          WHEREAS, Section 901 of the Base Indenture provides, among other things, that the Company and
the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of
any Holders of Securities, to establish the form of any Security, as permitted by Section 201 of
the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted
by Section 301 of the Base Indenture, and to set forth the terms thereof;




          WHEREAS, the Company desires to execute this First Supplemental Indenture pursuant to Section
201 of the Base Indenture to establish the form, and pursuant to Section 301 of the Base Indenture
to provide for the issuance, of a series of its senior notes designated as its 5.000% Senior Notes
due August 15, 2014 (the “2014 Notes”) and a series of its senior notes designated as its 6.125%
Senior Notes due August 15, 2019 (the “2019 Notes,” and together with the 2014 Notes, the “Notes”),
in an initial aggregate principal amount of $450,000,000 in the case of the 2014 Notes and
$400,000,000 in the case of the 2019 Notes. The 2014 Notes and the 2019 Notes are each a series of
Securities as referred to in Section 301 of the Base Indenture.




          WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Sections 102 and 903 of the Base Indenture to the effect that the execution
and delivery of the First Supplemental Indenture is authorized or permitted under the Base
Indenture and that all conditions precedent provided for in the Base Indenture to the execution and
delivery of this First Supplemental Indenture to be complied with by the Company have been complied
with;




          WHEREAS, the Company has requested that the Trustee execute and deliver this First
Supplemental Indenture;




          WHEREAS, all things necessary have been done by the Company to make this First Supplemental
Indenture, when executed and delivered by the Company, a valid and legally binding instrument; and




          WHEREAS, all things necessary have been done by the Company to make the Notes, when executed
by the Company and authenticated and delivered in accordance with the provisions of this Indenture,
the valid obligations of the Company;




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          NOW, THEREFORE:




          In consideration of the premises stated herein and the purchase of the Notes by the Holders
thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective Holders from time to time of the Notes as follows:




ARTICLE 1

APPLICATION OF SUPPLEMENTAL INDENTURE




          Section 1.01. Application of First Supplemental Indenture. Notwithstanding any other provision of this First Supplemental Indenture, all provisions of
this First Supplemental Indenture are expressly and solely for the benefit of the Holders of the
Notes and any such provisions shall not be deemed to apply to any other securities issued under the
Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any
purpose other than with respect to the Notes. Unless otherwise expressly specified, references in
this Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and
Sections contained in this Supplemental Indenture as they amend or supplement the Base Indenture,
and not the Base Indenture or any other document. All Initial 2014 Notes and Additional 2014
Notes, if any, and all Initial 2019 Notes and Additional 2019 Notes, if any, will each be treated
as a single class for all purposes of this Indenture, including waivers, amendments, redemptions
and offers to purchase.




ARTICLE 2

DEFINITIONS




          Section 2.01. Certain Terms Defined in the Indenture. For purposes of this First Supplemental Indenture, all capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Base Indenture, as amended
hereby.




          Section 2.02. Definitions. For the benefit of the Holders of the Notes, Section 101 of the Base Indenture shall be
amended by adding the following new definitions:




          “Additional Notes” has the meaning specified in Section 3.02(b) hereto.




          “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade Rating
by both of the Rating Agencies on any date commencing upon the first public notice by the Company
of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control
and ending 60 days following consummation of such Change of Control (which period shall be extended
so long as the rating of the Notes is under publicly announced consideration for possible downgrade
by either of the Rating Agencies).




          “Change of Control” means the occurrence of any of the following: (1) direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the
properties or assets of the Company and its subsidiaries taken as a whole to any “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its
subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) as a result of which any “person” (as that term is used in Section 13(d)(3) of the




2









 







Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding voting stock
or other voting stock into which the Company’s voting stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; provided, however,
that a transaction will not be deemed to involve a Change of Control if (a) the Company becomes a
direct or indirect wholly owned subsidiary of a holding company and (b)(i) the holders of the
voting stock of such holding company immediately following that transaction are substantially the
same as the holders of the Company’s voting stock immediately prior to that transaction or (ii) no
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the voting power of the voting stock of such holding company immediately following
such transaction; (3) the Company consolidates with, or merges with or into, any “person” or
“group” (as that term is used in Section 13(d)(3) of the Exchange Act), or any “person” or “group”
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the Company’s voting stock or the voting stock of such other person is converted
into or exchanged for cash, securities or other property, other than any such transaction where the
shares of the Company’s voting stock outstanding immediately prior to such transaction constitute,
or are converted into or exchanged for, a majority of the voting stock of the surviving person or
any direct or indirect parent company of the surviving person immediately after giving effect to
such transaction; (4) the first day on which a majority of the members of the Company’s board of
directors are not Continuing Directors; or (5) the adoption of a plan relating to the Company’s
liquidation or dissolution.




          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes to be redeemed.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of
its principal amount, on the third Business Day preceding such Redemption Date, as contained in the
daily statistical release, or any successor release, published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if the
release, or any successor release, is not published or does not contain these prices on that
Business Day, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if the
Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all of these
quotations.




          “Continuing Directors” means, as of any date of determination, any member of the board of
directors of the Company who (1) was a member of the board of directors of the Company on the date
hereof; or (2) was nominated for election or elected to the board of directors of the Company with
the approval of a majority of the Continuing Directors who were




3









 







members of such board of directors of the Company at the time of such nomination or election
(either by specific vote or by approval of the Company’s proxy statement in which such member was
named as a nominee for election as a director, without objection to such nomination).




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Global Note” means, individually and collectively, each of the Notes in the form of Global
Securities issued to the Depositary or its nominee, substantially in the form of Exhibit A.




          “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.




          “Initial Notes” has the meaning specified in Section 3.02(b) hereto.




          “Investment Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or the
equivalent under a successor rating category of Moody’s) or a rating by S&P equal to or higher than
BBB- (or the equivalent under any successor rating category of S&P).




          “Moody’s” means Moody’s Investors Service, Inc.




          “Notes” has the meaning specified in the recitals hereto.




          “Principal Amount” means the aggregate principal amount of all Outstanding Initial Notes and
Additional Notes.




          “Rating Agencies” means (1) Moody’s and S&P; and (2) if either or both of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of the Company’s board of directors) as a replacement agency for either
Moody’s, S&P, or both of them, as the case may be.




          “Redemption Date” when used with respect to the Notes to be redeemed, means the date fixed for
such redemption pursuant to the Indenture.




          “Reference Treasury Dealer” means the four primary U.S. government securities dealers
consisting of (i) Banc of America Securities LLC and Barclays Capital Inc., and their respective
successors and (ii) two other nationally recognized investment banking firms (or their affiliates)
that the Company selects in connection with the particular redemption, and their respective
successors, provided that if at any time any of the above is not a primary U.S. Government
securities dealer, the Company shall substitute that entity with another nationally recognized
investment banking firm that the Company selects that is a primary U.S. Government securities
dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a




4









 







percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.




          “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related Redemption Date for such redemption; provided, however, that, if such Redemption Date is
not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest accrued thereon to such
Redemption Date.




          “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business and any successor to its rating agency business.




          “Transactions” means the issuance of the 2014 Notes or the 2019 Notes, any redemption of the
Company’s contingent senior debentures due 2023, the repayment of the Company’s term loan
borrowings under its credit agreement, dated as of November 3, 2006 among the Company and the
lenders named therein, as amended by an Amendment No. 1, dated as of July 1, 2009, the acquisition
of Robin Hood Holdings Limited, a limited liability company organized under the laws of Malta, that
owns a group of privately-held generic pharmaceutical companies referred to as the Arrow Group.




          “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.




          “Trustee” has the meaning specified in the first paragraph hereto.




          “Voting Stock” means with respect to any specified person (as that term is used in Section
13(d)(3) of the Exchange Act) capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such person, even if the right to vote has been suspended
by the happening of such a contingency.




ARTICLE 3

FORM AND TERMS OF THE NOTES




          Section 3.01. Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A and Exhibit B attached hereto. The Notes shall be executed on
behalf of the Company by two Officers of the Company. The Notes may have notations, legends or
endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of
its authentication. The Notes and any beneficial interest in the Notes shall be in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.




5









 








          The terms and notations contained in the Notes shall constitute, and are hereby expressly
made, a part of the Indenture, and the Company and the Trustee, by their execution and delivery of
this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound
thereby.




          (a) Global Note. The Notes shall be issued initially in permanent global form (the “Global
Note”), which shall be deposited with the Trustee as custodian for the Depositary and registered in
the name of Cede & Co., the Depositary’s nominee, duly executed on behalf of the Company by two
Officers of the Company, and authenticated by the Trustee in accordance with Section 202 of the
Base Indenture.




          (b) Book-Entry Provisions. This Section 3.01(b) shall apply only to the Global Notes
deposited with the Trustee as custodian for the Depositary.




          The Company shall execute and the Trustee shall, in accordance with Section 202 of the Base
Indenture, authenticate, and hold each Global Note as custodian for the Depositary.




          Section 3.02. Terms of the Notes. The following terms relating to the Notes are hereby established pursuant to Section 301 of
the Base Indenture:




          (a) Title. The 2014 Notes shall constitute a series of Securities having the title “5.000%
Senior Notes due 2014” and the 2019 Notes shall constitute a separate series of Securities having
the title “6.125% Senior Notes due 2019”.




          (b) Principal Amount. The aggregate principal amount of the 2014 Notes (the “Initial 2014
Notes”) and the 2019 Notes (the “Initial 2019 Notes” and together with the Initial 2014 Notes, the
“Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be
$450,000,000 and $400,000,000, respectively. The Company may from time to time, without the
consent of the Holders of Notes, issue additional 2014 Notes (in any such case “Additional 2014
Notes”) or additional 2019 Notes (in any such case, “Additional 2019 Notes”) having the same
ranking and the same interest rate, Maturity and other terms as the Initial 2014 Notes or the
Initial 2019 Notes, as the case may be. Any Additional 2014 Notes and the Initial 2014 Notes, and
any Additional 2019 Notes and the Initial 2019 Notes, as the case may be, shall each constitute a
single series under the Indenture and all references to the 2014 Notes shall include the Initial
2014 Notes and any Additional 2014 Notes and all references to the 2019 Notes shall include the
Initial 2019 Notes and any Additional 2019 Notes, unless the context otherwise requires. The
aggregate principal amount of each of the Additional 2014 Notes and Additional 2019 Notes shall be
unlimited.




          (c) Maturity Date. The entire Outstanding principal of the 2014 Notes and 2019 Notes shall be
payable on August 15, 2014 and August 15, 2019, respectively.




          (d) Interest Rate. The rate at which the 2014 Notes shall bear interest shall be 5.000% per
annum and the rate at which the 2019 Notes shall bear interest shall be 6.125% per annum; the date
from which interest shall accrue on the Notes shall be August 24, 2009, or the most recent Interest
Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 15 and August 15 of each year, beginning
February 15, 2010; the interest so payable, and punctually paid or duly provided for, on any




6









 







Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names
the Notes are registered at the close of business on the Regular Record Date for such interest,
which shall be the February 1 or August 1, as the case may be, immediately preceding such Interest
Payment Date.




          (e) Payment. The Trustee shall be the initial Paying Agent and Security Registrar. Payment of
the principal and interest shall be at the corporate office of the Trustee in the Borough of
Manhattan, The City of New York; provided, however, that each installment of interest and principal
on the 2014 Notes or the 2019 Notes may at the Company’s option be paid by check to the Holders at
the Holder’s address in the Security Register. The 2014 Notes and the 2019 Notes shall initially
be issued as Global Securities. Payments with respect to Notes represented by one or more Global
Securities shall be made by wire transfer of immediately available funds to the account specified
by the Depositary. Payments with respect to Notes represented by one or more Definitive Securities
held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes shall be made by
wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 10 days immediately preceding the
relevant due date for payment (or such other date as the Trustee or Paying Agent may accept in its
discretion).




          (f) Currency. The currency of denomination of the Notes is United States Dollars. Payment of
principal of and interest and premium, if any, on the Notes shall be made in United States Dollars.




          Section 3.03. Optional Redemption.




          (a) The provisions of Article Eleven of the Base Indenture, as amended by the provisions of
this First Supplemental Indenture, shall apply to the Notes.




          (b) The 2014 Notes and the 2019 Notes shall be redeemable, in each case, in whole at any time
or in part from time to time, at the Company’s option. Upon redemption of the Notes, the Company
shall pay a Redemption Price equal to the greater of:





     (i) 100% of the principal amount of the 2014 Notes or the 2019 Notes to be
redeemed, as the case may be, and




     (ii) the sum of the present values of the Remaining Scheduled Payments of the
2014 Notes or the 2019 Notes to be redeemed, as the case may be, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 40 basis points in the case of the 2014
Notes and 40 basis points in the case of the 2019 Notes,


plus, in each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the
foregoing, installments of interest on the applicable series of Notes that are due and payable on
Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant record
date according to the Notes and the Indenture.




7









 








          (c) On and after the Redemption Date for the Notes, interest shall cease to accrue on the
Notes or any portion thereof called for redemption, unless the Company defaults in the payment of
the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes,
the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the
Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes
are to be redeemed, the Notes shall be redeemed in accordance with Section 1103 of the Base
Indenture.




          (d) Notice of any redemption shall be mailed at least 15 days but not more than 60 days before
the Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company
shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of
such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be
provided in accordance with Section 1104 of the Base Indenture. If the Redemption Price cannot be
determined at the time such notice is to be given, the actual Redemption Price, calculated as
described above in clause (b), shall be set forth in an Officers’ Certificate of the Company
delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of
redemption having been given as provided in the Indenture, the Notes called for redemption shall,
on the Redemption Date, become due and payable at the Redemption Price, and accrued and unpaid
interest, if any, to the Redemption Date, and from and after such Redemption Date (unless the
Company shall default in the payment of the Redemption Price and accrued interest, if any) such
Notes shall cease to bear interest. Installments of interest on the Notes to be redeemed that are
due and payable on Interest Payment Dates falling on or prior to the Redemption Date shall be
payable on the Interest Payment Date in accordance with the Indenture.




          Section 3.04. Repurchase of Notes upon a Change of Control.




          (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the
Company shall have exercised its option to redeem the 2014 Notes and 2019 Notes in full, as set
forth in Section 3.03 of this First Supplemental Indenture, the Company shall make an offer (the
“Change of Control Offer”) to each holder of the 2014 Notes and 2019 Notes to repurchase any and
all (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2014
Notes and 2019 Notes at a repurchase price set forth in this Section 3.04. In the Change of
Control Offer, the Company shall be required to offer payment in cash equal to 101% of the
aggregate principal amount of 2014 Notes and 2019 Notes to be repurchased, plus accrued and unpaid
interest, if any, on the 2014 Notes and 2019 Notes to be repurchased up to, but not including, the
date of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days
following any Change of Control Triggering Event, the Company shall mail a notice to Holders of
Notes with a copy to the Trustee describing the transaction or transactions that constitute or may
constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date
specified in the notice, which date shall be no earlier than 15 days and no later than 60 days from
the date such notice is mailed (the “Change of Control Payment Date”).




          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:




8









 









     (i) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly
accepted, together with an Officers’ Certificate stating (1) the aggregate Principal
Amount of Notes or portions of Notes being repurchased, (2) that all conditions
precedent contained herein to make a Change of Control Offer have been complied with
and (3) that the Change of Control Offer has been made in compliance with the
Indenture.



          The Company shall publicly announce the results of the Change of Control Offer on or as soon
as possible after the date of purchase.




          (c) The Company shall comply in all material respects with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any such securities laws
or regulations conflict with the Change of Control Offer provisions of this Section 3.04, the
Company shall comply with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section 3.04 by virtue of any such conflict.




          Section 3.05. Amendment of Limitations on Liens. Section 1010 of the Base Indenture is hereby amended, in connection with this First
Supplemental Indenture, by inserting the following clause (8):




          (8) any
Lien to be incurred in connection with the Transactions; and



and by deleting clause (8) in its entirety and inserting the following clause (9):




     (9) any Lien that would not otherwise be permitted by clauses (1) through (8) above,
inclusive, securing indebtedness which, together with:




          (A) the aggregate outstanding principal amount of all other indebtedness of the
Company and its Subsidiaries owning property which would otherwise be subject to the
foregoing restrictions, and




          (B) the aggregate Value of existing Sale and Leaseback Transactions which would
be subject to the foregoing restrictions absent this clause,


does not exceed 15% of the Consolidated Net Worth of the Company.



9









 








ARTICLE 4

MISCELLANEOUS




          Section 4.01. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act or deemed to be a part of and govern this First
Supplemental Indenture, such required or deemed provision shall control. If any provision of this
First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to this First
Supplemental Indenture as so modified or to be excluded, as the case may be.




          Section 4.02. New York Law to Govern. This indenture and the Notes shall be governed by and construed in accordance with the laws
of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute). The Trustee and the Company agree to submit to
the non-exclusive jurisdiction of any United States federal or state court located in the borough
of Manhattan, in the city of New York in any action or proceeding arising out of or relating to
this First Supplemental Indenture or the Notes. This First Supplemental Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to
the extent applicable, be governed by such provisions.




               The Trustee and the Company hereby knowingly, voluntarily and intentionally waive any rights
they may have to a trial by jury in respect of any litigation based hereon, or arising out of,
under or in connection with this First Supplemental Indenture or any course of conduct, course of
dealing, statements (whether oral or written) or actions of the Trustee or the Company relating
thereto. The Company acknowledges and agrees that it has received full and sufficient consideration
for this provision and that this provision is a material inducement for the Trustee and the Holders
entering into this First Supplemental Indenture.



          Section 4.03. Counterparts. This First 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.




          Section 4.04. Separability Clause. In case any provision in this First Supplemental Indenture or in the Notes 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.




          Section 4.05. Ratification. The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in
all respects ratified and confirmed. The Indenture shall be read, taken and construed as one and
the same instrument. All provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not
permitted by law. The Trustee accepts the trusts created by the Indenture, and agrees to perform
the same upon the terms and conditions of the Indenture.




          Section 4.06. Effectiveness. The provisions of this First Supplemental Indenture shall become effective as of the date
hereof.




10









 








[Remainder of page intentionally left blank.]




11









 








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




	 	 	 	 	 
	 	WATSON PHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ Paul M. Bisaro 	 
	 	 	Name: 	Paul M. Bisaro 	 
	 	 	Title: 	President, Chief Executive Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Maddy Hall	 
	 	 	Name: 	Maddy Hall 	 
	 	 	Title: 	Vice President 	 
	 





 











 





EXHIBIT A




[FACE OF NOTE]




WATSON PHARMACEUTICALS, INC.




[Global Securities Legend]



THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS
GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE
AND (III) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




					
	REGISTERED
	 	 	 	REGISTERED
	 
	 	WATSON
PHARMACEUTICALS, INC.
	 	 
	 
	 	5.000%
Senior Notes due 2014
	 	 
	 	 	 	 	 
	CUSIP NO. [__________]
	 	 	 	 
	ISIN NO. [____________]
	 	 	 	 
	No. R-[___]
	 	 	 	US$[__________]






          Watson Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the
State of Nevada (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of




 









 







[_____________] Dollars ($__________) on August 15, 2014, and to pay interest thereon from
August 24, 2009 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 15 and August 15 in each year, commencing February 15,
2010, to the Persons in whose names the Notes are registered at the close of business on the
immediately preceding February 1 or August 1, as the case may be, at the rate of 5.000% per annum,
until the principal hereof is paid or made available for payment, provided, however that any
principal and premium, and any such installment of interest, which is overdue shall bear interest
at the rate of 5.000% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holder of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.




          Payment of the principal of (and premium, if any) and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in The City of New York,
New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.




 









 








          In Witness Whereof, the Company has caused this instrument to be duly executed.




	 	 	 	 	 
	 	WATSON PHARMACEUTICALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	 	 	 
	Name:  	 	 	 
	Title:  	 	 	 
	 



 









 






	 	 	 	 	 



CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




Dated:                     , 2009




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,
 as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



[Form of Reverse of Security]




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
August 24, 2009 (herein called the “Indenture”, which term shall have the meaning assigned to it in
such instrument), between the Company and Wells Fargo Bank, National Association, as Trustee
(herein called the ‘“Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, limited in aggregate
principal amount to $[__________].




          The Securities of this series are subject to redemption at any time, upon not less than 15
days’ and not more than 60 days’ notice by mail, as a whole or from time to time in part, at the
election of the Company, on any date prior to their Stated Maturity at a Redemption Price equal to
the greater of (i) 100% of the principal amount of such Securities to be redeemed, and (ii) the sum
of the present values of the Remaining Scheduled Payments (as defined below) of the Securities to
be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 40 basis points,
plus, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing,
installments of interest on the Securities that are due and payable on interest payment dates
falling on or prior to a Redemption Date will be payable on the interest payment date to the
registered holders as of the close of business on the relevant record date according to the
Securities and the Indenture.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes to be redeemed.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of
its principal amount, on the third Business Day preceding such Redemption Date, as contained in the
daily statistical release, or any successor release, published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if the
release, or any successor release, is not published or does not contain these prices on that
Business Day, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if the
Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all of these
quotations.




          “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.




 









 








          “Reference Treasury Dealer” means the four primary U.S. government securities dealers
consisting of (i) Banc of America Securities LLC and Barclays Capital Inc., and their respective
successors and (ii) two other nationally recognized investment banking firms (or their affiliates)
that the Company selects in connection with the particular redemption, and their respective
successors, provided that if at any time any of the above is not a primary U.S. Government
securities dealer, the Company shall substitute that entity with another nationally recognized
investment banking firm that the Company selects that is a primary U.S. Government securities
dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third Business Day preceding such Redemption Date.




          “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related Redemption Date for such redemption; provided, however, that, if such Redemption Date is
not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest accrued thereon to such
Redemption Date.




          “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.




          In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.




          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of



 









 






such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security may be registered and this Security may be exchanged as provided in the
Indenture.




          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          The Securities of this series shall be governed by and construed in accordance with the laws
of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute). The Trustee and the Company



 









 






agree to submit to the non-exclusive jurisdiction of any United States federal or state court
located in the borough of Manhattan, in the city of New York in any action or proceeding arising
out of or relating to the Securities.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




 









 








ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to:



 
(Insert assignee’s social security or tax I.D. no.)


 



 



 



 
(Print or type assignee’s name, address and zip code)


and irrevocably appoint ___________________________ as agent to
transfer this Security on the books of the Company. The agent may substitute another to act for
him.



 



	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Security)






	 	 	 
	Your Name:
	 	 
	 

	 	 





	 	 	 	 
	Date:
	 	 
	 

	 	 






	 	 	 
	Signature Guarantee:

	 *
	 

	 







 




			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion
Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock
Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.




 









 










[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY



The following exchanges of an interest in this Global Security for an interest in another Global
Security or for a Definitive Security, or exchanges of an interest in another Global Security or a
Definitive Security for an interest in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signature of	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	authorized	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global	 	 	signatory of	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Security following	 	 	Trustee or	 
	 	 	of this Global	 	 	of this Global	 	 	such decrease or	 	 	Securities	 
	Date of Exchange	 	Security	 	 	Security	 	 	increase	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 











 





EXHIBIT B




[FACE OF NOTE]




WATSON PHARMACEUTICALS, INC.




[Global Securities Legend]



THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS
GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE
AND (III) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 	 	 
	REGISTERED
	 	REGISTERED






WATSON PHARMACEUTICALS, INC.




6.125% Senior Notes due 2019




	 	 	 
	CUSIP NO. [                    ]
	 	 
	ISIN NO. [                    ]
	 	 
	No. R-[     ]

	 	US$[                    ]






          Watson Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the
State of Nevada (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of




 









 







[                    ] Dollars ($                    ) on August 15, 2019, and to pay interest thereon from August
24, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 15 and August 15 in each year, commencing February 15,
2010, to the Persons in whose names the Notes are registered at the close of business on the
immediately preceding February 1 or August 1, as the case may be, at the rate of 6.125% per annum,
until the principal hereof is paid or made available for payment, provided, however that any
principal and premium, and any such installment of interest, which is overdue shall bear interest
at the rate of 6.125% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holder of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.




          Payment of the principal of (and premium, if any) and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in The City of New York,
New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.




 









 








          In Witness Whereof, the Company has caused this instrument to be duly executed.




	 	 	 	 	 
	 	WATSON PHARMACEUTICALS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest: 	 	 
	 	 	 	 	 
	
 	 	 	 	 
	Name:  	 	 	 
	Title:  	 	 	 



 









 






	 	 	 	 	 



CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




Dated:                    , 2009




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
as Trustee

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 


[Form
of Reverse of Security]


          This Security is one of a duly authorized issue of securities of
the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of August 24, 2009 (herein called the “Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and Wells Fargo Bank, National
Association, as Trustee (herein called the ‘“Trustee”, which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series designated on the face
hereof, limited in aggregate principal amount to $[                    ].




          The Securities of this series are subject to redemption at any time, upon not less than 15
days’ and not more than 60 days’ notice by mail, as a whole or from time to time in part, at the
election of the Company, on any date prior to their Stated Maturity at a Redemption Price equal to
the greater of (i) 100% of the principal amount of such Securities to be redeemed, and (ii) the sum
of the present values of the Remaining Scheduled Payments (as defined below) of the Securities to
be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 40 basis points,
plus, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing,
installments of interest on the Securities that are due and payable on interest payment dates
falling on or prior to a Redemption Date will be payable on the interest payment date to the
registered holders as of the close of business on the relevant record date according to the
Securities and the Indenture.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes to be redeemed.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of
its principal amount, on the third Business Day preceding such Redemption Date, as contained in the
daily statistical release, or any successor release, published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if the
release, or any successor release, is not published or does not contain these prices on that
Business Day, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if the
Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all of these
quotations.




          “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.




 









 








          “Reference Treasury Dealer” means the four primary U.S. government securities dealers
consisting of (i) Banc of America Securities LLC and Barclays Capital Inc., and their respective
successors and (ii) two other nationally recognized investment banking firms (or their affiliates)
that the Company selects in connection with the particular redemption, and their respective
successors, provided that if at any time any of the above is not a primary U.S. Government
securities dealer, the Company shall substitute that entity with another nationally recognized
investment banking firm that the Company selects that is a primary U.S. Government securities
dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third Business Day preceding such Redemption Date.




          “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related Redemption Date for such redemption; provided, however, that, if such Redemption Date is
not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest accrued thereon to such
Redemption Date.




          “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.




          In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.




          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of




 









 







such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security may be registered and this Security may be exchanged as provided in the
Indenture.




          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          The Securities of this series shall be governed by and construed in accordance with the laws
of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute). The Trustee and the Company




 









 







agree to submit to the non-exclusive jurisdiction of any United States federal or state court located in the borough
of Manhattan, in the city of New York in any action or proceeding arising out of or relating to the
Securities.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




 









 








ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to:




 
(Insert assignee’s social security or tax I.D. no.)




 





 





 





 
(Print or type assignee’s name, address and zip code)



and
irrevocably appoint                                                              as agent to
transfer this Security on the books of the Company. The agent may substitute another to act for
him.




 





	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Security)







	 	 	 
	Your Name:

	 	 
	 

	 	 






	 	 	 	 
	Date:

	 	 	 
	 

	 	 	 






	 	 	 
	Signature Guarantee:

	 	*
	 

	 	 







 







			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion
Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock
Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.







 









 








[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY



The following exchanges of an interest in this Global Security for an interest in another Global
Security or for a Definitive Security, or exchanges of an interest in another Global Security or a
Definitive Security for an interest in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signature of	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	authorized	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global	 	 	signatory of	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Security following	 	 	Trustee or	 
	 	 	of this Global	 	 	of this Global	 	 	such decrease or	 	 	Securities	 
	Date of Exchange	 	Security	 	 	Security	 	 	increase	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 











 





EXHIBIT A




[FORM OF FACE OF SECURITY]




WATSON PHARMACEUTICALS, INC.




[Global Securities Legend]



THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS
GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE
AND (III) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




A- 1









 








[Form of Face of Security]




WATSON PHARMACEUTICALS, INC.




[Designation of Series]




CUSIP No.                    




[Other No.                    ]




No.                           $                     




          Watson Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the
State of Nevada (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                    , or registered
assigns, the principal sum of           Dollars on          [if the Security is to bear interest prior to Maturity,
insert ?, and to pay interest thereon from                    or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                    
and                    in each year, commencing                    , to the Persons in whose names the Securities are registered at the close of business on
the immediately preceding          or          , as the case may be, at the rate of     % per
annum, until the principal hereof is paid or made available for payment [if applicable, insert
? , provided, however that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of     % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable on demand). The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the                    or                    (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holder of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said
Indenture.][if the Security is not to bear interest prior to Maturity, insert ?. The
principal of this Security shall not bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of     % per annum (to the
extent that the payment of such interest shall be legally enforceable), from the dates such amounts
are due until they are paid or made available for payment. Interest on any overdue principal or
premium shall be payable on demand. [Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of     % per annum (to the extent that the
payment of such interest on interest shall be legally enforceable), from the date of



A- 2









 






such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be
payable on demand.]]




          Payment of the principal of (and premium, if any) and [if applicable, insert ? any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts [if applicable,
insert ?; provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register].




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.




A- 3









 








          In Witness Whereof, the Company has caused this instrument to be duly executed.




	 	 	 	 	 
	 	WATSON PHARMACEUTICALS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:




	 	 	 	 	 
	 	 	 
	
 	 	 
	Name:  	 	 	 
	Title:  	 	 	 



A- 4









 






	 	 	 	 	 



CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




Dated:




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as Trustee

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A- 5









 






	 	 	 	 	 



[Form of Reverse of Security]




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of          
        ,     
(herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and Wells Fargo Bank, National Association, as Trustee (herein
called the ‘“Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if applicable,
insert?, limited in aggregate principal amount to $          ].




          [If applicable, insert ? The Securities of this series are subject to redemption at any
time, upon not less than 15 days’ and not more than 60 days’ notice by mail, as a whole or from
time to time in part, at the election of the Company [if applicable, insert ? (provided,
however, that, if the Company shall have elected pursuant to the Indenture to defease [the entire
indebtedness of this Security] [or] [certain restrictive covenants and Events of Defaults with
respect to this Security], prior to making such election to redeem the Securities it shall have
deposited in trust amounts sufficient to pay the Redemption Price)], on any date prior to their
Stated Maturity at a Redemption Price equal to the greater of (i) 100% of the principal amount of
such Securities to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled
Payments (as defined below) of the Securities to be redeemed, discounted to the Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus [     ] basis points, plus, accrued and unpaid interest thereon to the
Redemption Date. Notwithstanding the foregoing, installments of interest on the Securities that
are due and payable on interest payment dates falling on or prior to a Redemption Date will be
payable on the interest payment date to the registered holders as of the close of business on the
relevant record date according to the Securities and the Indenture.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities to be redeemed.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of
its principal amount, on the third Business Day preceding such Redemption Date, as contained in the
daily statistical release, or any successor release, published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if the
release, or any successor release, is not published or does not contain these prices on that
Business Day, (a) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest of the Reference



A- 6









 






Treasury Dealer Quotations, or (b) if the Company obtains fewer than four Reference Treasury Dealer
Quotations, the average of all of these quotations.




          “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.




          “Reference Treasury Dealer” means the four primary U.S. government securities dealers
consisting of [ ] and their respective successors that the Company selects in connection with
the particular redemption, and their respective successors, provided that if at any time any of the
above is not a primary U.S. Government securities dealer, the Company will substitute that entity
with another nationally recognized investment banking firm that the Company selects that is a
primary U.S. Government securities dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third Business Day preceding such redemption date.




          “Remaining Scheduled Payments” means, with respect to each Security to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be due after
the related Redemption Date for such redemption; provided, however, that, if such Redemption Date
is not an Interest Payment Date with respect to such note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to
such Redemption Date.




          “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to maturity, computed as the second business day immediately preceding that
redemption date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.




          [If applicable, insert ? The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, [if applicable, insert ? (1) on     in any year
commencing with the year     and ending with the year          through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)]
at any time [if applicable, insert ? on or after          ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert ? on or before          and if
redeemed] during the 12-month period beginning          of the years indicated,




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Year	 	Redemption Price	 	 	Year	 	 	Redemption Price	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




and thereafter at a Redemption Price equal to     % of the principal amount, together in the case
of any such redemption [if applicable, insert ? (whether through operation of the sinking
fund or
otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated


A- 7









 






Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]




          [If applicable, insert ? The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, (1) on          in any year commencing with the year
and ending with the year          through operation of the sinking fund for this series at
the Redemption Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert ? on or after          ], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning on          of the years indicated,




	 	 	 	 	 
	 	 	Redemption Price for	 	Redemption Price for
	 	 	Redemption through	 	Redemption Otherwise
	 	 	Operation of the	 	than through Operation of
	Year	 	Sinking Fund	 	the Sinking Fund
	 
	 	 	 	 




and thereafter at a Redemption Price equal to     % of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]




          [If applicable, insert ? Notwithstanding the foregoing, the Company may not, prior to
        , redeem any Securities of this series as contemplated by [if applicable, insert ?
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than     %
per annum.]




          [If applicable, insert ? The sinking fund for this series provides for the redemption on
in each year beginning with the year     and ending with the year     of [if
applicable, insert ? not less than $          (“mandatory sinking fund”) and not more than] $          
aggregate principal amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [if applicable, insert ? mandatory] sinking
fund payments may be credited against subsequent [if applicable, insert ? mandatory] sinking
fund payments otherwise required to be made [if applicable, insert ?, in the inverse order in
which they become due].]




          [If the Security is subject to redemption of any kind, insert ? In the event of
redemption of this Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]




A- 8









 








          [If applicable, insert ? The Indenture contains provisions for defeasance at any time of
[the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of
Default with respect to this Security] [, in each case] upon compliance with certain conditions set
forth in the Indenture.]




          [If the Security is not an Original Issue Discount Security, insert ? If an Event of
Default with respect to Securities of this series shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]




          [If the Security is an Original Issue Discount Security, insert ? If an Event of Default
with respect to Securities of this series shall occur and be continuing, an amount of principal of
the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to ? insert formula for determining
the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s obligations in respect
of the payment of the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of




A- 9









 







principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security may be registered and this Security may be exchanged as provided in the
Indenture.




          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          The Securities of this series shall be governed by and construed in accordance with the laws
of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute). The Trustee and the Company agree to submit to
the non-exclusive jurisdiction of any United States federal or state court located in the borough
of Manhattan, in the city of New York in any action or proceeding arising out of or relating to the
Securities.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




A- 10









 








ASSIGNMENT FORM




To assign this Security, fill in the form below:




I or we assign and transfer this Security to:




 
 (Insert assignee’s social security or tax I.D. no.)




 





 





 





 
 (Print or type assignee’s name, address and zip code)



and irrevocably appoint                                         as agent to
transfer this Security on the books of the Company. The agent may substitute another to act for
him.




	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Security)






	 	 	 
	Your Name:
	 	 
	 

	 	 





	 	 	 	 
	Date:
	 	 
	 

	 	 





	 	 	 	 	 
	Signature Guarantee:

	 	*
	 

	 	 





*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion
Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock
Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.




A- 11









 








[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY



The following exchanges of an interest in this Global Security for an interest in another Global
Security or for a Definitive Security, or exchanges of an interest in another Global Security or a
Definitive Security for an interest in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signature of	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	authorized	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global	 	 	signatory of	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Security following	 	 	Trustee or	 
	 	 	of this Global	 	 	of this Global	 	 	such decrease or	 	 	Securities	 
	Date of Exchange	 	Security	 	 	Security	 	 	increase	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






A- 12