ex4_3.htm


    
      

    

    Exhibit
4.3

    
 

    
      SUPPLEMENT
NO. 1, dated as of December 5, 2008, to the Pledge and Security Agreement dated
as of February 25, 2008 among AXCAN MIDCO INC. (“Holdings”), AXCAN INTERMEDIATE
HOLDINGS INC. (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP (the
“Co-Borrower”), certain other Subsidiaries of the Parent Borrower from time to
time party thereto and BANK OF AMERICA, N.A., as administrative agent for the
Secured Parties (as defined below).

       

      A.           Reference
is made to (i) the Credit Agreement dated as of February 25, 2008 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Parent Borrower, the Co-Borrower, Holdings, Bank
of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and
each lender from time to time party thereto and (ii) the Senior Secured Notes
Indenture.

       

      B.           Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the U.S. Security Agreement
referred to therein.

       

      C.           The
Grantors have entered into the U.S. Security Agreement in order to induce (w)
the Lenders to make Loans and the L/C Issuers to issue Letters of Credit, (x)
the Hedge Banks to enter into and/or maintain Secured Hedge Agreements, (y) the
Cash Management Banks to provide Cash Management Services and (z) the purchasers
of the Senior Secured Notes to purchase such notes from the Parent
Borrower.  Section 6.13 of the U.S. Security Agreement provides that
additional Restricted Subsidiaries of the Parent Borrower may become Grantors
under the U.S. Security Agreement by execution and delivery of an instrument in
the form of this Supplement.  The undersigned Restricted Subsidiary
(the “New Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Grantor under the U.S. Security
Agreement in order to induce (x) the Lenders to make additional Loans and the
L/C Issuers to issue additional Letters of Credit, (y) the Hedge Banks to enter
into and/or maintain Secured Hedge Agreements and (z) the Cash Management Banks
to provide Cash Management Services and as consideration for (x) Loans
previously made, Letters of Credit previously issued and notes previously
purchased, (y) Secured Hedge Agreements previously entered into and/or
maintained and (z) Cash Management Services previously provided.

       

      Accordingly,
the Administrative Agent and the New Subsidiary agree as follows:

       

      SECTION
1.  In accordance with Section 6.13 of the U.S. Security Agreement,
the New Subsidiary by its signature below becomes a Grantor under the U.S.
Security Agreement with the same force and effect as if originally named therein
as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and
provisions of the U.S. Security Agreement applicable to it as a Grantor
thereunder

       

      
        
           


        

        
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      and (b)
represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date
hereof.  In furtherance of the foregoing, the New Subsidiary, as
security for the payment and performance in full of its Secured Obligations does
hereby create and grant to the Administrative Agent, its successors and assigns,
for the benefit of the Secured Parties, their successors and assigns, a security
interest in and lien on all of the New Subsidiary’s right, title and interest in
and to the Collateral (as defined in the U.S. Security Agreement) of the New
Subsidiary.  Each reference to a “Grantor” in the U.S. Security
Agreement shall be deemed to include the New Subsidiary.  The U.S.
Security Agreement is hereby incorporated herein by reference.

       

      SECTION
2.  The New Subsidiary represents and warrants to the Administrative
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as such enforceability may be limited by Debtor Relief Laws and by general
principles of equity.

       

      SECTION
3.  This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Supplement shall become effective when the
Administrative Agent shall have received a counterpart of this Supplement that
bears the signature of the New Subsidiary, and the Administrative Agent has
executed a counterpart hereof.  Delivery of an executed signature page
to this Supplement by facsimile transmission or other electronic communication
shall be as effective as delivery of a manually signed counterpart of this
Supplement.

       

      SECTION
4.  As of the date hereof, the New Subsidiary hereby represents and
warrants that (a) set forth on Schedule I attached hereto is a true and correct
schedule of the location of any and all Collateral of the New Subsidiary and (b)
set forth under its signature hereto is the true and correct legal name of the
New Subsidiary, its jurisdiction of formation and the location of its chief
executive office.  Schedule I shall be incorporated into, and after
the date hereof be deemed part of, the Perfection Certificate.

       

      SECTION
5.  Except as expressly supplemented hereby, the U.S. Security
Agreement shall remain in full force and effect.

       

      SECTION
6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      SECTION
7.  If any provision of this Supplement is held to be illegal, invalid
or unenforceable, the legality, validity and enforceability of the remaining
provisions of this Supplement and the other Loan Documents shall not be
affected

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      or
impaired thereby.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

       

      SECTION
8.  All communications and notices hereunder shall be in writing and
given as provided in Section 6.01 of the U.S. Security Agreement.

       

      SECTION
9.  The New Subsidiary agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with the execution and
delivery of this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.

       

      [Signatures
on following page]

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
executed this Supplement to the U.S. Security Agreement as of the day and year
first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          AXCAN
      EU LLC

                                        	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/ David
      Mims	 
	 	 	Name:
      David Mims	 
	 	 	Title:
      President 	 
	 	 	 	 
	 	 	 	 
	 	Jurisdiction
      of Formation:   Delaware	 
	 	 	 	 
	 	Address
      Of Chief Executive Office:	 
	 	 	 	 
	 	22 Inverness Center Parkway,
      Third Floor	 
	 	Birmingham,
      Alabama	 
	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          	 	
                  BANK OF AMERICA,
      N.A.,

                  as
      Administrative Agent

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Mollie
      S. Canup 	 
	 	 	Name:
      Mollie S. Canup 	 
	 	 	Title:
      Vice President 	 
	 	 	 	 


        

      

      


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule I

       

      


       

      
        	 	 	
                 LOCATION OF
      COLLATERAL

              	 	 
	 	 	 	 	 
	Description 	 	 	Location	 
	 	 	 	 	 
	NONE.	 	 	 	 
	 	 	 	 	 
	 	 	
                 EQUITY
      INTERESTS

              	 	 
	 	 	 	 	 
	
                Issuer

              	
                Number
      of Certificate

              	
                Registered
      Owner

              	
                Number
      and Class of Equity Interests

              	
                Percentage
      of Equity Interests

              
	 	 	 	 	 
	 	 	
                 DEBT
      SECURITIES

              	 	 
	 	 	 	 	 
	
                Issuer

              	
                Number
      of Certificate

              	
                Registered
      Owner

              	
                Number
      and Class of Equity Interests

              	
                Percentage
      of Equity Interests