This SUPPLEMENTAL INDENTURE, dated as of June 16, 2020 (this Supplemental Indenture), among Par Pharmaceutical, Inc., a New York corporation (the Issuer), the Guarantors party hereto (the Guarantors), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors and the Trustee are party to an Indenture, dated as of March 28, 2019 (as amended or supplemented prior to the date hereof, the Indenture) relating to the issuance from time to time by the Issuer of its 7.500% Senior Secured Notes due 2027;
WHEREAS, pursuant to the Indenture, the Issuer initially issued $1,500,000,000 aggregate principal amount of its 7.500% Senior Secured Notes due 2027 (the Initial Notes);
WHEREAS, Section 9.01(g) of the Indenture provides that the Issuer may provide for the issuance of Additional Notes (as defined in the Indenture) as permitted by Section 2.01 therein;
WHEREAS, the Issuer wishes to issue an additional $516.0 million aggregate principal amount of its 7.500% Senior Secured Notes due 2027 as Additional Notes under the Indenture (the Additional Securities);
WHEREAS, in connection with the issuance of the Additional Securities, the Issuer and the Guarantors have each duly authorized the execution and delivery of this Supplemental Indenture; and
WHEREAS, pursuant to Sections 2.01 and 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. ADDITIONAL NOTES. As of the date hereof, the Issuer will issue the Additional Securities. The Additional Securities issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.01 of the Indenture and shall be consolidated with and form a single class with the Initial Notes previously established pursuant to the Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. The Additional Securities shall have the same terms and conditions in all respects as the Initial Notes, except that the issue date of the Additional Securities shall be June 16,