Supplemental Indenture [No. 1] (2015)Full Document 

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FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of May 7, 2015, among each of the Guarantors listed on the signature pages hereto (each a "Guaranteeing Entity" and collectively, the "Guaranteeing Entities"), each a parent or subsidiary of Horizon Pharma, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company 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 Financing, Inc., a Delaware corporation (the "Escrow Issuer") has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of April 29, 2015, providing for the issuance of 6.625% Senior Notes due 2023 (the "Notes");

WHEREAS, on the date hereof, the Escrow Issuer is merging with and into the Company, with the Company being the surviving entity of such merger and the Escrow Issuer ceasing to exist (the "Merger");

WHEREAS, Section 4.18 and Section 10.03 of the Indenture provide that under certain circumstances the Guaranteeing Entities shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Entity shall unconditionally guarantee all of the Company’s 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(c) and (j) of the Indenture, the Trustee and the Company are 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 to this First 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. ASSUMPTION OF OBLIGATIONS. Effective upon the consummation of the Merger, the Company, pursuant to Article 5 of the Indenture, hereby expressly assumes and agrees to pay, perform and/or discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Escrow Issuer under the Indenture and the Notes. The Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes to which Escrow Issuer was theretofore bound and, as the surviving entity, shall succeed to, and be substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture and the Notes.

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3. AGREEMENT TO GUARANTEE. Each Guaranteeing Entity hereby agrees, jointly and severally, 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.

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