FIRST SUPPLEMENTAL INDENTURE
EXHIBIT 99.1
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture, dated as of November 19, 2012 (this “Supplemental Indenture”), among Elan Finance public limited company, a public limited company incorporated and registered under the laws of Ireland (together with its successors and assigns), Elan Finance Corp., a Delaware corporation (together with its successors and assigns, collectively the “Issuers”), Elan Corporation, plc (the “Company”), Neotope Biosciences Limited, a private limited company organized under the laws of Ireland, (“Neotope”), Onclave Therapeutics Limited (“Onclave”), a private limited company organized under the laws of Ireland, and Prothena Biosciences Inc (formerly known as Neotope Biosciences, Inc.), a Delaware corporation (“Prothena” and, together with Neotope and Onclave, the “New Note Guarantors”) and each other Note Guarantor under the Indenture referred to below, and The Bank of New York Mellon, London Branch, as successor trustee (the “Trustee”) under the Indenture referred to below.
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Issuers and the existing Note Guarantors are authorized to execute and deliver this Supplemental Indenture to supplement the Indenture, without the consent of any Holder;
ARTICLE I
Section 1.1. Defined Terms. Unless otherwise defined in this Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.
ARTICLE II
ARTICLE III
Section 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section 3.3. Governing Law, etc. This Supplemental Indenture shall be governed by the provisions set forth in Section 11.8 of the Indenture.
Section 3.4. Severability. In case any provision in this Supplemental Indenture 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Section 3.5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. The recitals contained herein may be taken as the statements of the Issuers, and the Trustee does not assume any responsibility for their correctness.
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ELAN FINANCE PUBLIC LIMITED COMPANY | |||
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |||
Title: Director | |||
ELAN FINANCE CORP. | |||
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By:
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/s/ Xxxx X. Xxxxxxx | |
Name: Xxxx X. Xxxxxxx | |||
Title: Vice President and Secretary | |||
NEOTOPE BIOSCIENCES LIMITED
as a Note Guarantor
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |||
Title: Director | |||
ONCLAVE THERAPEUTICS LIMITED
as a Note Guarantor
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |||
Title: Director | |||
PROTHENA BIOSCIENCES INC
as a Note Guarantor
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By:
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/s/ Xxxx X. Xxxxxxx | |
Name: Xxxx X. Xxxxxxx | |||
Title: Assistant Secretary | |||
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ELAN CORPORATION, PLC
as a Note Guarantor
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |||
Title: EVP & Company Secretary | |||
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The Trustee
Signed for and on behalf of
THE BANK OF NEW YORK MELLON, LONDON BRANCH
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By:
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/s/ Xxxx Xxxxx | |
Name: Xxxx Xxxxx | |||
Title: Vice President | |||
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