exv10w5






Exhibit 10.5




SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 2009, between BMP Sunstone Corporation, a
corporation duly organized and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at 600 W. Germantown Pike, Suite 400, Plymouth
Meeting, Pennsylvania 19462, and The Bank of New York Mellon, as trustee (herein called the
“Trustee”).



W I T N E S S E T H




     WHEREAS, the Company heretofore executed and delivered to the Trustee (i) an Indenture dated
as of March 16, 2009, as supplemented by the First Supplemental Indenture dated as of April 15,
2009 (as may be further supplemented or amended from time to time by one or more additional
indentures supplemental thereto entered into pursuant to the applicable provisions thereof, being
hereinafter called the “Indenture”; all capitalized terms used herein which are not
otherwise defined herein have the meanings ascribed thereto in the Indenture), providing for the
issuance of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein
called the “Securities”) and (ii) an Officer’s Certificate Pursuant to Section 3.01 of the
Indenture, dated March 16, 2009 (the “Officer’s Certificate”), setting forth the terms and
forms of the series of Securities titled, “12.5% Subordinated Convertible Notes due July 1, 2011”
(the “Notes”); and



     WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend
certain provisions of the Indenture or the Securities with the consent of the Holders of the
Outstanding Securities of each series affected by such amendments by Act of said Holders delivered
to the Company and the Trustee, and such consent has been obtained; and



     WHEREAS, the Company desires to amend certain provisions of the Officer’s Certificate, as set
forth in Article I hereof; and



     WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of
the Company, in accordance with its terms, have been done;



     NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in consideration
of the premises, the Company agrees with the Trustee as follows:



ARTICLE I




AMENDMENTS OF INDENTURE




     Section 1.01 Effect. The amendments set forth in this Article I shall apply only in
respect of the Notes created pursuant to the Indenture and the Officer’s Certificate.



     Section 1.02 Amendments.



 









 





     (a) Subject to Section 1.01 hereof, the provision applicable to the Notes as set forth in
Paragraph 19(a) of the Officer’s Certificate is hereby amended and restated as follows:




“Subject to and upon compliance with the provisions of Article XIV of the Indenture
and subject to paragraph 19(b) below, the Holder of each Note is entitled, at his
option, at any time after the close of business on May 15, 2009, to convert such
Note (or any portion of the principal amount thereof which is $1,000 or an integral
multiple thereof) (the “Conversion Amount”), at the principal amount thereof, or of
such portion, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company (the
“Common Shares”) at a conversion price per share of Common Stock equal to $3.00
(the “Conversion Price”) (or at the current adjusted conversion price if an
adjustment has been made as provided in the Indenture).”



     (b) Subject to Section 1.01 hereof, Paragraph 19(d) of the Officer’s Certificate is hereby
deleted:



     (c) Subject to Section 1.01 hereof, the following Paragraph 16(c) is hereby added to the
Officer’s Certificate:




“(c) The Company shall not issue equity, convertible debt or any securities
convertible or exercisable into equity at an amount equal to or less than $2.75 per
Common Share (with such $2.75 amount to include the fair value of any option,
warrant or similar right offered by the Company and to be adjusted in the manner
identical to the adjustment of the Conversion Price as provided in Article XIV of
the Indenture) until December 31, 2009.”



     (d) An allonge, in the form of Annex A attached hereto, shall be executed and
delivered to the Holder of any Note, whether outstanding on the date hereof or issued hereafter.



ARTICLE II




MISCELLANEOUS PROVISIONS; GOVERNING LAW; ACCEPTANCE BY TRUSTEE




     Section 2.01 Instruments to be Read Together. This Second Supplemental Indenture is
an indenture supplemental to and in implementation of the Indenture and the Officer’s Certificate,
and said Indenture, the Officer’s Certificate, the First Supplemental Indenture and the Second
Supplemental Indenture shall henceforth be read together.



     Section 2.02 Confirmation. The Indenture as amended and supplemented by this Second
Supplemental Indenture is in all respects confirmed and preserved.



     Section 2.03 Counterparts. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



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     Section 2.04 Effectiveness. The provisions of this Second Supplemental Indenture will
take effect immediately upon its execution and delivery by the Trustee in accordance with the
provisions of Section 9.04 of the Indenture, provided that the amendments set forth in this
Second Supplemental Indenture shall apply only in respect of the Notes.



     Section 2.05 Governing Law. This Second Supplemental Indenture shall be construed in
accordance with and governed by the laws of the State of New York.



     Section 2.06 Acceptance by Trustee. The Trustee accepts the amendments of the
Indenture and the Officer’s Certificate effected by this Second Supplemental Indenture and agrees
to execute the trusts created by the Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture. The Trustee assumes no responsibility for the correctness
of the recitals contained herein, which shall be taken as the statements of the Company. The
Trustee makes no representation and shall have no responsibility as to the validity of this Second
Supplemental Indenture or the proper authorization or the due execution hereof by the Company.



[Signature Page Follows.]





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



	 	 	 	 	 
	 	 	BMP SUNSTONE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Fred Powell
	 

	 	 	 	 
	 

	 	Name:
	 	Fred Powell
	 

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	Trustee:
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mary Miselis
	 

	 	 	 	 
	 

	 	Name:
	 	Mary Miselis
	 

	 	Title:
	 	Vice President






 









 





Annex A




Form of Allonge




See Attached.