UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 16, 2015

 

 

 

Commission

File Number

  Exact name of registrant as specified in its charter,

principal office and address and telephone number

  State of incorporation

or organization

  I.R.S. Employer

Identification No.

001-36867   Actavis plc

1 Grand Canal Square,

Docklands Dublin 2, Ireland

(862) 261-7000

  Ireland   98-1114402
001-36887   Warner Chilcott Limited

Canon’s Court 22

Victoria Street

Hamilton HM 12

Bermuda

(441) 295-2244

  Bermuda   98-0496358

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

First Supplemental Indenture to the 2006 Allergan Indenture (as defined below)

On April 16, 2015, Actavis plc, a public limited company incorporated under the laws of Ireland (“Actavis”), Warner Chilcott Limited, a Bermuda exempted company (“Warner Chilcott”), Allergan, Inc., a corporation existing under the laws of the State of Delaware and an indirect subsidiary of Actavis and Warner Chilcott (“Allergan”) and Wells Fargo Bank, National Association, as trustee (“Wells Fargo”), entered into a first supplemental indenture (the “First Supplemental Indenture to the 2006 Allergan Indenture”), supplementing the indenture dated as of April 12, 2006 between Allergan and Wells Fargo (the “2006 Allergan Indenture”). Pursuant to the First Supplemental Indenture to the 2006 Allergan Indenture, Actavis and Warner Chilcott have each provided a full and unconditional guarantee of Allergan’s obligations under the $800,000,000 in aggregate principal amount of its 5.75% Notes due 2016. The First Supplemental Indenture to the 2006 Allergan Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Second Supplemental Indenture to the 2010 Allergan Indenture (as defined below)

On April 16, 2015, Allergan, Actavis, Warner Chilcott and Wells Fargo entered into a second supplemental indenture (the “Second Supplemental Indenture to the 2010 Allergan Indenture”), supplementing the indenture dated as of September 14, 2010 between Allergan and Wells Fargo (the “2010 Allergan Base Indenture”), as amended and supplemented by the first supplemental indenture dated as of September 14, 2010 between Allergan and Wells Fargo (the “First Supplemental Indenture to the 2010 Allergan Indenture” and, together with the 2010 Allergan Base Indenture, the “2010 Allergan Indenture”). Pursuant to the Second Supplemental Indenture to the 2010 Allergan Indenture, Actavis and Warner Chilcott have each provided a full and unconditional guarantee of Allergan’s obligations under the $650,000,000 in aggregate principal amount of its 3.375% Notes due 2020. The Second Supplemental Indenture to the 2010 Allergan Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Second Supplemental Indenture to the 2013 Allergan Indenture (as defined below)

On April 16, 2015, Allergan, Actavis, Warner Chilcott and Wells Fargo entered into a second supplemental indenture (the “Second Supplemental Indenture to the 2013 Allergan Indenture”), supplementing the indenture dated as of March 12, 2013 between Allergan and Wells Fargo (the “2013 Allergan Base Indenture”), as amended and supplemented by the first supplemental indenture dated as of March 12, 2013 between Allergan and Wells Fargo (the “First Supplemental Indenture to the 2013 Allergan Indenture” and, together with the 2013 Allergan Base Indenture, the “2013 Allergan Indenture”). Pursuant to the Second Supplemental Indenture to the 2013 Allergan Indenture, Actavis and Warner Chilcott have each provided a full and unconditional guarantee of Allergan’s obligations under the $250,000,000 in aggregate principal amount of its 1.350% Notes due 2018 and the $350,000,000 in aggregate principal amount of its 2.800% Notes due 2023 . The Second Supplemental Indenture to the 2013 Allergan Indenture is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Fifth Supplemental Indenture to the 2009 Actavis, Inc. Indenture (as defined below)

On April 16, 2015, Actavis, Inc., an indirect subsidiary of Actavis and Warner Chilcott, Actavis, Warner Chilcott and Wells Fargo entered into a fifth supplemental indenture (the “Fifth Supplemental Indenture to the 2009 Actavis, Inc. Indenture”), supplementing the indenture dated as of August 24, 2009 between Actavis, Inc. and Wells Fargo (the “2009 Actavis, Inc. Base Indenture”), as amended and supplemented by (i) the first supplemental indenture dated as of August 24, 2009 between Actavis, Inc. and Wells Fargo (the “First Supplemental Indenture to the 2009 Actavis, Inc. Indenture”), (ii) the second supplemental indenture dated as of May 7, 2010 , between Actavis, Inc. and Wells Fargo (the “Second Supplemental Indenture to the 2009 Actavis, Inc. Indenture”), (iii) the third supplemental indenture dated as of October 2, 2012 between Actavis, Inc. and Wells Fargo (the “Third Supplemental Indenture to the 2009 Actavis, Inc. Indenture”) and (iv) the fourth supplemental indenture dated as of October 1, 2013 among Actavis, Inc., Actavis and Wells Fargo (the “Fourth Supplemental Indenture to the 2009 Actavis, Inc. Indenture” and, together with the 2009 Actavis, Inc. Base Indenture, the First Supplemental Indenture to the 2009 Actavis, Inc. Indenture, the Second Supplemental Indenture to the 2009 Actavis, Inc. Indenture and the


Third Supplemental Indenture to the 2009 Actavis, Inc. Indenture, the “2009 Actavis, Inc. Indenture”). Pursuant to the Fifth Supplemental Indenture to the 2009 Actavis, Inc. Indenture, Warner Chilcott has provided a full and unconditional guarantee of Actavis, Inc.’s obligations under the $450,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2014, the $1,200,000,000 in aggregate principal amount of its 1.875% Senior Notes due 2017, the $400,000,000 in aggregate principal amount of its 6.125% Senior Notes due 2019, the $1,700,000,000 in aggregate principal amount of its 3.250% Senior Notes due 2022 and the $1,000,000,000 in aggregate principal amount of its 4.625% Senior Notes due 2042. The Fifth Supplemental Indenture to the 2009 Actavis, Inc. Indenture is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 16, 2015, Actavis, Warner Chilcott, Allergan and Wells Fargo entered into: (i) the First Supplemental Indenture to the 2006 Allergan Indenture, (ii) the Second Supplemental Indenture to the 2010 Allergan Indenture and (iii) the Second Supplemental Indenture to the 2013 Allergan Indenture. Also on April 16, 2015, Actavis, Warner Chilcott, Actavis, Inc. and Wells Fargo entered into the Fifth Supplemental Indenture to the 2009 Actavis, Inc. Indenture.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. The foregoing description of the supplemental indentures does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture to the 2006 Allergan Indenture, the Second Supplemental Indenture to the 2010 Allergan Indenture, the Second Supplemental Indenture to the 2013 Allergan Indenture and the Fifth Supplemental Indenture to the 2009 Actavis, Inc. Indenture, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

  

Description

4.1    First Supplemental Indenture, dated as of April 16, 2015, by and among Allergan, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*
4.2    Second Supplemental Indenture, dated as of April 16, 2015, by and among Allergan, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*
4.3    Second Supplemental Indenture, dated as of April 16, 2015, by and among Allergan, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*
4.4    Fifth Supplemental Indenture, dated as of April 16, 2015, by and among Actavis, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*

 

* Filed herewith


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 22, 2015

ACTAVIS PLC

(Registrant)
By:

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Chief Legal Officer and Corporate Secretary

WARNER CHILCOTT LIMITED

(Registrant)
By:

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Secretary


Exhibit Index

 

Exhibit
No.

  

Description

4.1    First Supplemental Indenture, dated as of April 16, 2015, by and among Allergan, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*
4.2    Second Supplemental Indenture, dated as of April 16, 2015, by and among Allergan, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*
4.3    Second Supplemental Indenture, dated as of April 16, 2015, by and among Allergan, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*
4.4    Fifth Supplemental Indenture, dated as of April 16, 2015, by and among Actavis, Inc., Actavis plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.*

 

* Filed herewith.

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the “ Company ”), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “ Guarantor ” and together, the “ Guarantors ”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 12, 2006 (the “ Indenture ”), providing for the issuance of an unlimited aggregate principal amount of the Company’s 5.75% Notes due 2016 (the “ Notes ”);

WHEREAS, Section 9.01(8) of the Indenture permits the Company and the Trustee, without the consent of any Holder of Notes, to enter into an indenture supplemental to the Indenture to make any change that does not adversely affect the rights of any Noteholder;

WHEREAS, the amendments contained in this First Supplemental Indenture do not adversely affect the rights of any Noteholder; and

WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture and the rules of construction contained in the Indenture will apply equally to this First Supplemental Indenture.

SECTION 2. Amendments to the Indenture .

(a) The following definitions are added to Section 1.01 of the Indenture in alphabetical order:

(i) “ Actavis plc ” means Actavis plc, a public limited company incorporated in Ireland under registered number 527629.

(ii) “ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

(iii) “ Guarantor ” means each of Actavis plc and Warner Chilcott Limited and thereafter any Person that executes a Security Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.


(iv) “ Security Guarantee ” means any Guarantee of the Notes by each Guarantor of the Company’s obligations under this Indenture and any Notes executed pursuant to the provisions of this Indenture.

(v) “ Warner Chilcott Limited ” means Warner Chilcott Limited, a Bermuda exempted company.

(b) The following definitions in Section 1.01 of the Indenture are amended and restated to read as follows:

(i) “ Board of Directors ” means, with respect to the Company, either the board of directors of the Company, any duly authorized committee of that board or any other equivalent governing entity of the Company and, with respect to any Guarantor, the board of directors of such Guarantor, any duly authorized committee of that board or any other equivalent governing entity of such Guarantor.

(ii) “ Board Resolution ” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary, or any other authorized officer, manager or signatory, of the Company or any Guarantor, as the case may be, and remains in full force and effect as of the date of its certification.

(iii) “ Officer ” means, with respect to any Person, the Chairman of the Board of Directors, any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of such Person.

(iv) “ Officers’ Certificate ” means a certificate signed in the name of the Company or any Guarantor by its Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by its Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary, that, if applicable, complies with the requirements of Section 314(e) of the Trust Indenture Act.

(iv) “ Opinion of Counsel ” means a written opinion containing the information specified in Sections 11.04 and 11.05, from legal counsel who is acceptable to the Trustee. The counsel may be an employee of, or counsel, to the Company or any Guarantor, satisfactory to the Trustee.

(c) Section 9.01 of the Indenture is amended:

(i) to add “or any Guarantor (with respect to a Guarantee or this Indenture)” after the word “Company” in the first sentence thereof;

(ii) to add “or any Guarantor” after each appearance of the word “Company” in clause 9.01(2);

(iii) to add the following immediately after clause 9.01(8):

“(9) to add or release a Guarantor as required or permitted by this Indenture; or”; and

(iv) to replace “(9)” with “(10)” in clause (9) of Section 9.01.


(d) Section 11.02 of the Indenture is amended to replace “2525 Dupont Drive, Irvine, CA 92715-1599 Attention:              ” with “c/o Actavis plc, Morris Corporate Center III, 400 Interpace Parkway, Parsippany, NJ 07054, Attention: Chief Legal Officer—Global”.

(e) Section 11.10 of the Indenture is amended:

(i) to add “or any Guarantor” after each appearance of the word “Company”; and

(ii) to add “, any Guarantee, as applicable,” after the words “the Notes” in the first sentence thereof.

(f) The Indenture is amended to add the following immediately after Article 11:

“ARTICLE 12

S ECURITY G UARANTEES

Section 12.01. Security Guarantee .

(a) Subject to this Article 12, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 12.06.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


(d) Each Guarantor agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantees.

(e) Each Security Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Security Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(f) In case any provision of any Security Guarantee 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.

(g) Each payment to be made by a Guarantor in respect of its Security Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 12.02. Limitation on Guarantor Liability .

(a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such Guarantor’s jurisdiction of organization (which shall be Irish law, in the case of Actavis plc and Bermuda law, in the case of Warner Chilcott Limited) to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 12, result in the obligations of such Guarantor under its Security Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Security Guarantee shall be entitled upon payment in full of all Security Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.


(b) Notwithstanding anything to the contrary in Section 12.01, the obligations under Section 12.01 of Actavis plc and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 12.02(b)) (1) constitute unlawful financial assistance prohibited by Section 60 of the Companies Act 1963 of Ireland or (2) constitute a breach of Section 31 of the Companies Act 1990 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60(2) to (11) of the Companies Act 1963 of Ireland, they shall not constitute unlawful financial assistance under Section 60 of the Companies Act 1963 of Ireland.

Section 12.03. Execution and Delivery .

(a) To evidence its Security Guarantee set forth herein each Guarantor shall execute a supplemental indenture.

(b) Each Guarantor that provides a Security Guarantee agrees that its Security Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Security Guarantee on the Notes.

(c) If an officer whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Security, the Security Guarantees shall be valid nevertheless.

(d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Security Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 12.04. Subrogation .

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 12.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Notes shall have been paid in full.

Section 12.05. Benefits Acknowledged .

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Security Guarantee are knowingly made in contemplation of such benefits.

Section 12.06. Release of Security Guarantees .

(a) A Security Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Security Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Security Guarantee:

(1) (A) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following or


concurrently with the transfer of all or substantially all of its assets to either the Company or another Guarantor (and, if applicable, any minority stockholders of such Guarantor on a pro rata basis according to their ownership interests in such Guarantor); or

(B) upon the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture and the Notes; and

(2) such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

(b) At the written request and expense of the Company or the relevant Guarantor, the Trustee shall execute and deliver such documents prepared by the Company or such Guarantor and reasonably required in order to acknowledge such release, discharge and termination in respect of the applicable Security Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any Security Guarantee or any such release, termination or discharge.”

SECTION 3. Security Guarantee . Each of Actavis plc and Warner Chilcott Limited, severally and not jointly with each other, hereby agrees to be a Guarantor under the Indenture, as amended and supplemented by this First Supplemental Indenture, and to be bound by the terms of the Indenture and the Notes applicable to Guarantors, including, but not limited to, Article 12 of the Indenture, as amended and supplemented by this First Supplemental Indenture, and each Guarantor further agrees that this First Supplemental Indenture is the legal, valid and binding obligation of such Guarantor, enforceable against it in accordance with its terms.

SECTION 4. Notice to Guarantors . Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this First Supplemental Indenture to be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder or by the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division;

(b) each Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise expressly provided) if in writing and mailed, first-class postage pre-paid, to such Guarantor addressed to it at the following respective addresses:

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

Warner Chilcott Limited

c/o Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

SECTION 5. Relationship to Existing Indenture . This First Supplemental Indenture is a supplemental indenture within the meaning of the Indenture. The Indenture, as amended and


supplemented by this First Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the Notes, the Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 6. Governing Law . THIS FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES.

SECTION 7. Headings . The headings of the Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 8. Counterparts . The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

SECTION 9. Trustee . The Trustee shall not be responsible in any manner whatsoever for or in the respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors, as the case may be.

SECTION 10. Successors . All agreements of each of the Guarantors in this First Supplemental Indenture shall bind each of its respective successors, except as otherwise provided in Section 12.01(f) of the Indenture, as amended and supplemented by this First Supplemental Indenture, or elsewhere in the Indenture or this First Supplemental Indenture. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

SECTION 11. Consent to Jurisdiction and Service of Process . Any legal suit, action or proceeding arising out of or based upon this First Supplemental Indenture, the Indenture, the Notes and the Security Guarantees or the transactions contemplated hereby (“ Related Proceedings ”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York located in the Borough of Manhattan in the City of New York, County and State of New York (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court.

[Signature Page Follows]


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

 

ALLERGAN, INC.
By:  

/s/ Sheldon Hirt

Name: Sheldon Hirt
Title: Secretary


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

 

ACTAVIS plc, as Guarantor
By:

/s/ Sheldon Hirt

Name:   Sheldon Hirt
Title: SVP, Legal Affairs, Assistant General Counsel and Assistant Secretary
WARNER CHILCOTT LIMITED, as Guarantor
By:  

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Secretary


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

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Michael Tu

Name:  Michael Tu
Title:    Assistant Vice President

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the “ Company ”), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “ Guarantor ” and together, the “ Guarantors ”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 14, 2010 (the “ Base Indenture ”), providing for the issuance by the Company from time to time of its debentures, notes or other evidences of Indebtedness (hereinafter called the “ Securities ”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as provided in the Indenture;

WHEREAS, the Company has heretofore executed and delivered to the Trustee a first supplemental indenture dated as of September 14, 2010 to the Base Indenture (the “ First Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), providing for the issuance of $650,000,000 aggregate principal amount of the Company’s 3.375% Notes due 2020 (the “ Notes ”);

WHEREAS, Section 901(10) of the Base Indenture, as amended by Section 6.06(d) of the First Supplemental Indenture, permits the Company and the Trustee, without the consent of any Holder of Securities, to enter into an indenture supplemental to the Base Indenture to amend or supplement any provision contained therein or in any supplemental indenture, provided that such amendment or supplement does not adversely affect the interests of the Holders of any Securities then Outstanding;

WHEREAS, the amendments contained herein in this Second Supplemental Indenture do not adversely affect the interests of the Holders of any Securities currently Outstanding; and

WHEREAS, pursuant to Section 903 of the Base Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture and the rules of construction contained in the Base Indenture will apply equally to this Second Supplemental Indenture.

SECTION 2. Amendments to the Base Indenture .

(a) The following definitions are added to Section 101 of the Base Indenture in alphabetical order:

(i) “ Actavis plc ” means Actavis plc, a public limited company incorporated in Ireland under registered number 527629.

(ii) “ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner


including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

(iii) “ Guarantor ” means each of Actavis plc and Warner Chilcott Limited and thereafter any Person that executes a Security Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.

(iv) “ Security Guarantee ” means any Guarantee of the Securities by each Guarantor of the Company’s obligations under this Indenture and any Securities executed pursuant to the provisions of this Indenture.

(v) “ Warner Chilcott Limited ” means Warner Chilcott Limited, a Bermuda exempted company.

(b) The following definitions in Section 101 of the Base Indenture are amended and restated to read as follows:

(i) “ Board of Directors ” means, with respect to the Company, either the board of directors of the Company, any duly authorized committee of that board or any other equivalent governing entity of the Company and, with respect to any Guarantor, the board of directors of such Guarantor, any duly authorized committee of that board or any other equivalent governing entity of such Guarantor.

(ii) “ Board Resolution ” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary, or any other authorized officer, manager or signatory, of the Company or any Guarantor, as the case may be, and remains in full force and effect as of the date of its certification.

(iii) “ Officer’s Certificate ” means a certificate signed in the name of the Company or any Guarantor by any one of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company or any Guarantor, that, if applicable, complies with the requirements of Section 314(e) of the Trust Indenture Act.

(iv) “ Opinion of Counsel ” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company or any Guarantor, satisfactory to the Trustee.

(v) “ Vice President ” when used with respect to the Company, any Guarantor or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President”.

(c) The first paragraph of the Base Indenture is amended to replace “2525 Dupont Drive, Irvine, California 92612” with “c/o Actavis plc, Morris Corporate Center III, 400 Interpace Parkway, Parsippany, NJ 07054”.

(d) Section 103 of the Base Indenture is amended to add “or any Guarantor” after each appearance of the word “Company”.


(e) Section 117 of the Base Indenture is amended to remove the words “or its” after the appearance of the word “Company” and to replace the words “or its” with “, any Guarantor or any of their”.

(f) Section 118 of the Base Indenture is amended to add “or any Guarantor” after each appearance of the word “Company”.

(g) Section 119 of the Base Indenture is amended to add “, the Guarantors” after each appearance of the word “Company”.

(h) Section 509 of the Base Indenture is amended to add “, any Guarantor” after each appearance of the word “Company”.

(i) Section 901 of the Base Indenture is amended:

(i) to add “ or any Guarantor (with respect to a Guarantee or this Indenture)” after the word “the Company” in the first sentence thereof;

(ii) to add “, as applicable” after the words “(when authorized by or pursuant to a Board Resolution” in the first sentence thereof;

(iii) to add “or any Guarantor” after each appearance of the word “Company” in clause 901(2);

(iv) to add the following immediately after clause 901(10):

“(11) to add or release a Guarantor as required or permitted by this Indenture; or”; and

(v) to replace “(11)” with “(12)” in clause (11) of Section 901.

(j) The Base Indenture is amended to add the following immediately after Article 15:

“ARTICLE 16

S ECURITY G UARANTEES

Section 1601. Security Guarantee .

(a) Subject to this Article 16, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (1) the principal of and premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture, or pursuant to Section 1606.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 502 for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Section 502 such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantees.

(e) Each Security Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Security Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(f) In case any provision of any Security Guarantee 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.

(g) Each payment to be made by a Guarantor in respect of its Security Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.


Section 1602. Limitation on Guarantor Liability .

(a) Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such Guarantor’s jurisdiction of organization (which shall be Irish law, in the case of Actavis plc, and Bermuda law, in the case of Warner Chilcott Limited) to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 16, result in the obligations of such Guarantor under its Security Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Security Guarantee shall be entitled upon payment in full of all Security Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

(b) Notwithstanding anything to the contrary in Section 1601, the obligations under Section 1601 of Actavis plc and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 1602(b)) (1) constitute unlawful financial assistance prohibited by Section 60 of the Companies Act 1963 of Ireland or (2) constitute a breach of Section 31 of the Companies Act 1990 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Act 1963 of Ireland, they shall not constitute unlawful financial assistance under Section 60 of the Companies Act 1963 of Ireland.

Section 1603. Execution and Delivery .

(a) To evidence its Security Guarantee set forth herein each Guarantor shall execute a supplemental indenture.

(b) Each Guarantor that provides a Security Guarantee agrees that its Security Guarantee set forth in Section 1601 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Security Guarantee on the Securities.

(c) If an officer whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Security, the Security Guarantees shall be valid nevertheless.

(d) The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Security Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 1604. Subrogation .

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 1601; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Securities shall have been paid in full.


Section 1605. Benefits Acknowledged .

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Security Guarantee are knowingly made in contemplation of such benefits.

Section 1606. Release of Security Guarantees .

(a) A Security Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Security Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Security Guarantee:

(1) (A) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following or concurrently with the transfer of all or substantially all of its assets to either the Company or another Guarantor (and, if applicable, any minority stockholders of such Guarantor on a pro rata basis according to their ownership interests in such Guarantor); or

      (B) upon the Company exercising its legal defeasance or covenant defeasance options in accordance with Section 402 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture and the Securities; and

(2) such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

(b) At the written request and expense of the Company or the relevant Guarantor, the Trustee shall execute and deliver such documents prepared by the Company or such Guarantor and reasonably required in order to acknowledge such release, discharge and termination in respect of the applicable Security Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Securities to reflect any Security Guarantee or any such release, termination or discharge.”

SECTION 3. Security Guarantee . Each of Actavis plc and Warner Chilcott Limited, severally and not jointly with each other, hereby agrees to be a Guarantor under the Indenture, as amended and supplemented by this Second Supplemental Indenture, and to be bound by the terms of the Indenture and the Securities, including the Notes, applicable to Guarantors, including, but not limited to, Article 16 of the Indenture, as amended and supplemented by this Second Supplemental Indenture, and each Guarantor further agrees that this Second Supplemental Indenture is the legal, valid and binding obligation of such Guarantor, enforceable against it in accordance with its terms.

SECTION 4. Notice to Guarantors . Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Second Supplemental Indenture to be made upon, given or furnished to, or filed with:


(a) the Trustee by any Holder or by the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division;

(b) each Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise expressly provided) if in writing and mailed, first-class postage pre-paid, to such Guarantor addressed to it at the following respective addresses:

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

Warner Chilcott Limited

c/o Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

SECTION 5. Relationship to Existing Base Indenture . This Second Supplemental Indenture is a supplemental indenture within the meaning of the Base Indenture. The Indenture, as amended and supplemented by this Second Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the Securities, including the Notes, the Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 6. Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES.

SECTION 7. Headings . The headings of the Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 8. Counterparts . The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

SECTION 9. Trustee . The Trustee shall not be responsible in any manner whatsoever for or in the respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantor, as the case may be.

SECTION 10. Successors . All agreements of each of the Guarantors in this Second Supplemental Indenture shall bind each of its respective successors, except as otherwise provided in Section 1601(f) of the Indenture, as amended and supplemented by this Second Supplemental Indenture, or elsewhere in the Indenture or this Second Supplemental Indenture. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.


SECTION 11. Consent to Jurisdiction and Service of Process . Any legal suit, action or proceeding arising out of or based upon this Second Supplemental Indenture, the Indenture, the Securities, including the Notes, and the Security Guarantees or the transactions contemplated hereby (“ Related Proceedings ”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York located in the Borough of Manhattan in the City of New York, County and State of New York (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court.

[Signature Page Follows]


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

 

ALLERGAN, INC.
By:  

/s/ Sheldon Hirt

Name:  Sheldon Hirt
Title:    Secretary


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

 

ACTAVIS plc, as Guarantor
By:

/s/ Sheldon Hirt

Name: Sheldon Hirt
Title: SVP, Legal Affairs, Assistant General Counsel and Assistant Secretary
WARNER CHILCOTT LIMITED, as Guarantor
By:  

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Secretary


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

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Michael Tu

Name:  Michael Tu
Title:    Assistant Vice President

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the “ Company ”), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “ Guarantor ” and together, the “ Guarantors ”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 12, 2013 (the “ Base Indenture ”), providing for the issuance by the Company from time to time of its debentures, notes or other evidences of Indebtedness (hereinafter called the “ Securities ”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as provided in the Indenture;

WHEREAS, the Company has heretofore executed and delivered to the Trustee a first supplemental indenture dated as of March 12, 2013 to the Base Indenture (the “ First Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), providing for the issuance of $250,000,000 aggregate principal amount of the Company’s 1.350% Notes due 2018 (the “ 2018 Notes ”) and $350,000,000 aggregate principal amount of the Company’s 2.800% Notes due 2023 (the “ 2023 Notes ” and, together with the 2018 Notes, the “ Notes ”);

WHEREAS, Section 901(10) of the Base Indenture, as amended by Section 6.06(d) of the First Supplemental Indenture, permits the Company and the Trustee, without the consent of any Holder of Securities, to enter into an indenture supplemental to the Base Indenture to amend or supplement any provision contained therein or in any supplemental indenture, provided that such amendment or supplement does not adversely affect the interests of the Holders of any Securities then Outstanding;

WHEREAS, amendments contained in this Second Supplemental Indenture do not adversely affect the interests of the Holders of any Securities currently Outstanding; and

WHEREAS, pursuant to Section 903 of the Base Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture and the rules of construction contained in the Base Indenture will apply equally to this Second Supplemental Indenture.

SECTION 2. Amendments to the Base Indenture .

(a) The following definitions are added to Section 101 of the Base Indenture in alphabetical order:

(i) “ Actavis plc ” means Actavis plc, a public limited company incorporated in Ireland under registered number 527629.


(ii) “ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

(iii) “ Guarantor ” means each of Actavis plc and Warner Chilcott Limited and thereafter any Person that executes a Security Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.

(iv) “ Security Guarantee ” means any Guarantee of the Securities by each Guarantor of the Company’s obligations under this Indenture and any Securities executed pursuant to the provisions of this Indenture.

(v) “ Warner Chilcott Limited ” means Warner Chilcott Limited, a Bermuda exempted company.

(b) The following definitions in Section 101 of the Base Indenture are amended and restated to read as follows:

(i) “ Board of Directors ” means, with respect to the Company, either the board of directors of the Company, any duly authorized committee of that board or any other equivalent governing entity of the Company and, with respect to any Guarantor, the board of directors of such Guarantor, any duly authorized committee of that board or any other equivalent governing entity of such Guarantor.

(ii) “ Board Resolution ” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary, or any other authorized officer, manager or signatory, of the Company or any Guarantor, as the case may be, and remains in full force and effect as of the date of its certification.

(iii) “ Officer’s Certificate ” means a certificate signed in the name of the Company or any Guarantor by any one of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company or any Guarantor, that, if applicable, complies with the requirements of Section 314(e) of the Trust Indenture Act.

(iv) “ Opinion of Counsel ” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company or any Guarantor, satisfactory to the Trustee.

(v) “ Vice President ” when used with respect to the Company, any Guarantor or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President”.

(c) The first paragraph of the Base Indenture is amended to replace “2525 Dupont Drive, Irvine, California 92612” with “c/o Actavis plc, Morris Corporate Center III, 400 Interpace Parkway, Parsippany, NJ 07054”.


(d) Section 103 of the Base Indenture is amended to add “or any Guarantor” after each appearance of the word “Company”.

(e) Section 117 of the Base Indenture is amended to remove the words “or its” after the appearance of the word “Company” and to replace the words “or its” with “, any Guarantor or any of their”.

(f) Section 118 of the Base Indenture is amended to add “or any Guarantor” after each appearance of the word “Company”.

(g) Section 119 of the Base Indenture is amended to add “, the Guarantors” after each appearance of the word “Company”.

(h) Section 509 of the Base Indenture is amended to add “, any Guarantor” after each appearance of the word “Company”.

(i) Section 901 of the Base Indenture is amended:

(i) to add “ or any Guarantor (with respect to a Guarantee or this Indenture)” after the word “the Company” in the first sentence thereof;

(ii) to add “, as applicable” after the words “(when authorized by or pursuant to a Board Resolution” in the first sentence thereof;

(iii) to add “or any Guarantor” after each appearance of the word “Company” in clause 901(2);

(iv) to add the following immediately after clause 901(10):

“(11) to add or release a Guarantor as required or permitted by this Indenture; or”; and

(v) to replace “(11)” with “(12)” in clause (11) of Section 901.

(j) The Base Indenture is amended to add the following immediately after Article 15:

“ARTICLE 16

S ECURITY G UARANTEES

Section 1601. Security Guarantee .

(a) Subject to this Article 16, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (1) the principal of and premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so


guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture, or pursuant to Section 1606.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d) Each Guarantor agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 502 for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Section 502 such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantees.

(e) Each Security Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Security Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(f) In case any provision of any Security Guarantee 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.

(g) Each payment to be made by a Guarantor in respect of its Security Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.


Section 1602. Limitation on Guarantor Liability .

(a) Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such Guarantor’s jurisdiction of organization (which shall be Irish law, in the case of Actavis plc, and Bermuda law, in the case of Warner Chilcott Limited) to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 16, result in the obligations of such Guarantor under its Security Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Security Guarantee shall be entitled upon payment in full of all Security Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

(b) Notwithstanding anything to the contrary in Section 1601, the obligations under Section 1601 of Actavis plc and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 1602(b)) (1) constitute unlawful financial assistance prohibited by Section 60 of the Companies Act 1963 of Ireland or (2) constitute a breach of Section 31 of the Companies Act 1990 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Act 1963 of Ireland, they shall not constitute unlawful financial assistance under Section 60 of the Companies Act 1963 of Ireland.

Section 1603. Execution and Delivery .

(a) To evidence its Security Guarantee set forth herein each Guarantor shall execute a supplemental indenture.

(b) Each Guarantor that provides a Security Guarantee agrees that its Security Guarantee set forth in Section 1601 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Security Guarantee on the Securities.

(c) If an officer whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Security, the Security Guarantees shall be valid nevertheless.

(d) The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Security Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 1604. Subrogation .

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of


Section 1601; provided that , if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Securities shall have been paid in full.

Section 1605. Benefits Acknowledged .

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Security Guarantee are knowingly made in contemplation of such benefits.

Section 1606. Release of Security Guarantees .

(a) A Security Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Security Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Security Guarantee:

(1) (A) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following or concurrently with the transfer of all or substantially all of its assets to either the Company or another Guarantor (and, if applicable, any minority stockholders of such Guarantor on a pro rata basis according to their ownership interests in such Guarantor); or

    (B) upon the Company exercising its legal defeasance or covenant defeasance options in accordance with Section 402 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture and the Securities; and

(2) such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

(b) At the written request and expense of the Company or the relevant Guarantor, the Trustee shall execute and deliver such documents prepared by the Company or such Guarantor and reasonably required in order to acknowledge such release, discharge and termination in respect of the applicable Security Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Securities to reflect any Security Guarantee or any such release, termination or discharge.”

SECTION 3. Security Guarantee . Each of Actavis plc and Warner Chilcott Limited, severally and not jointly with each other, hereby agrees to be a Guarantor under the Indenture, as amended and supplemented by this Second Supplemental Indenture, and to be bound by the terms of the Indenture and the Securities, including the Notes, applicable to Guarantors, including, but not limited to, Article 16 of the Indenture, as amended and supplemented by this Second Supplemental Indenture, and each Guarantor further agrees that this Second Supplemental Indenture is the legal, valid and binding obligation of such Guarantor, enforceable against it in accordance with its terms.


SECTION 4. Notice to Guarantors . Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Second Supplemental Indenture to be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder or by the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division;

(b) each Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise expressly provided) if in writing and mailed, first-class postage pre-paid, to such Guarantor addressed to it at the following respective addresses:

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

Warner Chilcott Limited

c/o Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

SECTION 5. Relationship to Existing Base Indenture . This Second Supplemental Indenture is a supplemental indenture within the meaning of the Base Indenture. The Indenture, as amended and supplemented by this Second Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the Securities, including the Notes, the Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 6. Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES.

SECTION 7. Headings . The headings of the Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 8. Counterparts . The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

SECTION 9. Trustee . The Trustee shall not be responsible in any manner whatsoever for or in the respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantor, as the case may be.


SECTION 10. Successors . All agreements of each of the Guarantors in this Second Supplemental Indenture shall bind each of its respective successors, except as otherwise provided in Section 1601(f) of the Indenture, as amended and supplemented by this Second Supplemental Indenture, or elsewhere in the Indenture or this Second Supplemental Indenture. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.

SECTION 11. Consent to Jurisdiction and Service of Process . Any legal suit, action or proceeding arising out of or based upon this Second Supplemental Indenture, the Indenture, the Securities, including the Notes, and the Security Guarantees or the transactions contemplated hereby (“ Related Proceedings ”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York located in the Borough of Manhattan in the City of New York, County and State of New York (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court.

[Signature Page Follows]


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

 

ALLERGAN, INC.

By:  

/s/ Sheldon Hirt

Name:  Sheldon Hirt

Title:    Secretary


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

 

ACTAVIS plc, as Guarantor
By:  

/s/ Sheldon Hirt

Name: Sheldon Hirt
Title: SVP, Legal Affairs, Assistant General Counsel and Assistant Secretary
WARNER CHILCOTT LIMITED, as Guarantor
By:

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Secretary


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

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Michael Tu

Name: Michael Tu
Title: Assistant Vice President

Exhibit 4.4

ACTAVIS, INC.,

as Company,

ACTAVIS PLC,

as Existing Guarantor,

WARNER CHILCOTT LIMITED,

as New Guarantor,

and

Wells Fargo Bank, National Association,

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of April 16, 2015

to the Indenture dated as of August 24, 2009

5.000% Senior Notes due 2014

1.875% Senior Notes due 2017

6.125% Senior Notes due 2019

3.250% Senior Notes due 2022

4.625% Senior Notes due 2042


TABLE OF CONTENTS

 

          Page  
ARTICLE 1   
APPLICATION OF SUPPLEMENTAL INDENTURE   
Section 1.01    Application of Fifth Supplemental Indenture      2   
ARTICLE 2   
DEFINITIONS   
Section 2.01    Certain Terms Defined in the Indenture      2   
Section 2.01    Definitions      2   
ARTICLE 3   
GUARANTEE   
Section 3.01    Guarantee      2   
ARTICLE 4   
MISCELLANEOUS   
Section 4.01    Conflict with Trust Indenture Act      3   
Section 4.02    New York Law to Govern      3   
Section 4.03    Counterparts      3   
Section 4.04    Separability Clause      4   
Section 4.05    Ratification      4   
Section 4.06    Effectiveness      4   
Section 4.07    Trustee’s Disclaimer      4   

 

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FIFTH SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “ Fifth Supplemental Indenture ”), dated as of April 16, 2015, among ACTAVIS, INC., formerly known as WATSON PHARMACEUTICALS, INC., a Nevada corporation (the “ Company ”), ACTAVIS PLC, a public limited company incorporated under the laws of Ireland (the “ Existing Guarantor ”), WARNER CHILCOTT LIMITED, a Bermuda exempted Company (the “ New Guarantor ” and, together with the Existing Guarantor, the “ Guarantors ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking 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 Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture (each as defined below) and this Fifth Supplemental Indenture, the “ Indenture ”), to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Indenture;

WHEREAS , the Company executed and delivered a First Supplemental Indenture, dated as of August 24, 2009 (the “ 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 ”) 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;

WHEREAS , the Company executed and delivered a Second Supplemental Indenture, dated as of May 7, 2010 (the “ Second Supplemental Indenture ”), pursuant to Section 901(3) of the Base Indenture to amend Section 501 of the Base Indenture to provide for an additional event of default;

WHEREAS , the Company executed and delivered a Third Supplemental Indenture, dated as of October 2, 2012 (the “ Third 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 1.875% Senior Notes due 2017 (the “ 2017 Notes ”), a series of its senior notes designated as its 3.250% Senior Notes due 2022 (the “ 2022 Notes ”) and a series of its senior notes designated as its 4.625% Senior Notes due 2042 (the “ 2042 Notes ” and, together with the 2014 Notes, the 2019 Notes, the 2017 Notes and the 2022 Notes, the “ Notes ” and each of the 2042 Notes, 2022 Notes, 2017 Notes, 2019 Notes and 2014 Notes, a series of Securities under the Indenture), in an initial aggregate principal amount of $1,200,000,000 in the case of the 2017 Notes, $1,700,000,000 in the case of the 2022 Notes and $1,000,000,000 in the case of the 2042 Notes;

WHEREAS , the Company and the Existing Guarantor executed and delivered a Fourth Supplemental Indenture, dated as of August 24, 2009 (the “ Fourth Supplemental Indenture ”), pursuant to Section 901(10) of the Base Indenture to add a covenant of the Existing Guarantor to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture;

WHEREAS , Section 901(10) of the Base Indenture provides, among other things, that the Company and the Trustee may enter into one or more indentures supplemental to the Base Indenture, without the consent of any Holders of Securities of any series, to make any modifications or add other provisions; provided that such action shall not adversely affect the interests of Holders of Securities of any series;

WHEREAS , the New Guarantor desires to add a covenant to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture on the terms set forth herein;

WHEREAS , the amendments contained herein do not adversely affect the interests of Holders of any Securities;


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 Fifth 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 Fifth Supplemental Indenture have been complied with;

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

WHEREAS , all things necessary have been done by the Company, the Existing Guarantor and the New Guarantor to make this Fifth Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantor, the New Guarantor and the Trustee, a valid and legally binding instrument.

NOW, THEREFORE:

In consideration of the premises stated herein, the Company, the Existing Guarantor, the New Guarantor and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of each series of Notes as follows:

ARTICLE 1

APPLICATION OF SUPPLEMENTAL INDENTURE

Section 1.01 Application of Fifth Supplemental Indenture . Notwithstanding any other provision of this Fifth Supplemental Indenture, all provisions of this Fifth 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 series of 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 Fifth Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Fifth Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other document.

ARTICLE 2

DEFINITIONS

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

Section 2.01 Definitions .

For the benefit of the Holders of each series of the Notes, Section 101 of the Base Indenture shall be amended by amending and restating the following definitions to read as follows:

Guarantor ” means each of Actavis plc and Warner Chilcott Limited and thereafter any Person that executes a Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.

ARTICLE 3

GUARANTEE

Section 3.01 Guarantee . The New Guarantor hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 3 of the Fourth Supplemental Indenture.

 

2


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 Fifth Supplemental Indenture, such required or deemed provision shall control. If any provision of this Fifth 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 Fifth Supplemental Indenture as so modified or to be excluded, as the case may be.

Section 4.02 Notice to Guarantors . Any request, demand, authorization, direction, notice, consent waiver or Act of Holders or other document provided or permitted by this Fifth Supplemental Indenture to be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder or by the Guarantors shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division;

(b) the Existing Guarantor or the New Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise expressly provided) if in writing and mailed, first-class postage pre-paid, to such Guarantor addressed to it at the following respective addresses:

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

Warner Chilcott Limited

c/o Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054

Attention: Chief Legal Officer—Global

Section 4.03 New York Law to Govern . This Fifth Supplemental 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, the Company, the Existing Guarantor and the New Guarantor 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 (the “ Specified Courts ”) in any action or proceeding arising out of or relating to this Fifth Supplemental Indenture or the Notes (“ Related Proceedings ”). Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. Each of the Existing Guarantor and the New Guarantor irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. This Fifth 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, the Company, the Existing Guarantor and the New Guarantor 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 Fifth Supplemental Indenture or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Trustee, the Company, the Existing Guarantor or the New Guarantor relating thereto. The Company, the Existing Guarantor and the New Guarantor acknowledge and agree that they have received full and sufficient consideration for this provision and that this provision is a material inducement for the Trustee entering into this Fifth Supplemental Indenture.

 

3


Section 4.04 Counterparts . This Fifth 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. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 4.05 Separability Clause . In case any provision in this Fifth 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 4.06 Ratification . The Base Indenture, as supplemented and amended by this Fifth 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 Fifth 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 4.07 Effectiveness . The provisions of this Fifth Supplemental Indenture shall become effective as of the date hereof.

Section 4.08 Trustee’s Disclaimer . The Trustee accepts the amendments of the Indenture effected by this Fifth Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Fifth Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

[Remainder of page intentionally left blank.]

 

4


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

 

ACTAVIS, INC., as Issuer
By:  

/s/ Sheldon Hirt

Name: Sheldon Hirt
Title: SVP, Legal Affairs, Assistant General Counsel and Assistant Secretary


ACTAVIS PLC, as Existing Guarantor
By:

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Chief Legal Officer and Corporate Secretary


WARNER CHILCOTT LIMITED, as New Guarantor
By:

/s/ A. Robert D. Bailey

Name: A. Robert D. Bailey
Title: Secretary


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:

/s/ Michael Tu

Name: Michael Tu
Title: Assistant Vice President