Sample Business Contracts

Second Supplemental Indenture - ICN Pharmaceuticals Inc., SPI Pharmaceuticals Inc. and J. Henry Schroder Bank and Trust Co.

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         SECOND SUPPLEMENT TO INDENTURE, dated as of October 14, 1994 between
ICN Pharmaceuticals, Inc. (the "Company"), ICN Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of SPI Pharmaceuticals, Inc. ("New
ICN"), and J. Henry Schroder Bank and Trust Company now known as IBJ Schroder
Bank & Trust Company, as trustee (the "Trustee"), under the Indenture
hereinafter mentioned.


         The Company has executed and delivered an indenture (the "Indenture"),
dated as of July 15, 1986, between the Company and the Trustee pursuant to
which the Company issued $115,000,000 aggregate principal amount of 12-7/8%
Sinking Fund Debentures due July 15, 1998 (the "Securities").

         On the date hereof, the principal amount of $70,697,000 remains

         In accordance with Article 5 of the Indenture and pursuant to
resolutions of the Board of Directors of the Company and New ICN, the Company
and New ICN desire to evidence the merger (the "Merger") of the Company and
certain of its affiliates with and into New ICN, pursuant to which New ICN
shall be the surviving corporation, and New ICN's assumption of the Company's
obligations under the Indenture.  Upon the effectiveness of the Merger, New ICN
will change its name to ICN Pharmaceuticals, Inc.

for and in consideration of the premises and in order to comply with Article 5
of the Indenture, the Company and New ICN hereby covenant and agree with the
Trustee as follows:

         1.      Assumption.  Upon the effectiveness of this Second
Supplemental Indenture and without further action by the parties hereto, New
ICN will succeed to the Company under the Indenture and assume all of the
Company's obligations under the Securities and the Indenture.

         2.      Covenants.  Prior to the effectiveness of the Merger, the
Company shall have delivered to the Trustee an Officers' Certificate and
Opinion of Counsel each stating that the Merger and this Supplemental Indenture
comply with the Indenture.

         3.      Effectiveness.  This Second Supplemental Indenture shall be
deemed to be effective immediately upon the filing of the Certificate of Merger
merging the Company and its affiliates into New ICN with the Secretary of State
of the State of Delaware.

         4.      Instruments to Be Read Together.  This Second Supplemental
Indenture is an indenture supplemental to and in implementation of the
Indenture, and said Indenture and this Second Supplemental Indenture shall
henceforth be read together.

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

         6.      Terms Defined.  All terms defined elsewhere in the Indenture
have the same meanings herein.

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

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

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

                                     ICN PHARMACEUTICALS, INC.
                                        Name:  John E. Giordani
                                        Title: Executive Vice President and
                                               Chief Financial Officer     
                                     ICN MERGER CORP.
                                        Name:  John E. Giordani
                                        Title: Director and Vice President

                                     IBJ SCHRODER BANK &
                                     TRUST COMPANY