THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture), dated as of November 15, 2018, among Horizon Medicines LLC, a Delaware limited liability company (the Guaranteeing Entity), and U.S. Bank National Association, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, Horizon Pharma, Inc., a Delaware corporation (the Prior Issuer), and Horizon Pharma USA, Inc., a Delaware corporation (the Company), have heretofore executed and delivered to the Trustee an indenture (the Initial Indenture), dated as of October 25, 2016, providing for the issuance of 8.750% Senior Notes due 2024 (the Notes);
WHEREAS, on October 23, 2017, Horizon Pharma Tepro, Inc. executed and delivered to the Trustee a first supplemental indenture to the Initial Indenture (the First Supplemental Indenture);
WHEREAS, on October 19, 2018, Horizon Pharma Services LLC executed and delivered to the Trustee a second supplemental indenture to the Initial Indenture (the Second Supplemental Indenture and the Initial Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture);
WHEREAS, on October 31, 2018, the Prior Issuer merged with and into the Company, with the Company being the surviving entity of such merger and the Prior Issuer ceasing to exist;
WHEREAS, Section 4.18 and Section 10.03 of the Indenture provides that under certain circumstances the Guaranteeing Entity shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Entity shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee); and
WHEREAS, pursuant to Section 9.01(j) of the Indenture, the Trustee and the Guaranteeing Entity are authorized to execute and deliver this Third 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 to this Third Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Entity hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.