SECOND SUPPLEMENTAL
INDENTURE
THIS SECOND
SUPPLEMENTAL INDENTURE, dated as of May 7, 2009 (this “
Second Supplemental Indenture ”), to the Indenture (as
defined below), is hereby entered into by and between EPIX
Pharmaceuticals, Inc. (f/k/a EPIX Medical, Inc.), a Delaware
corporation (the “ Issuer ”) and U.S. Bank
National Association, a national banking association organized
under the laws of the United States, as Trustee (the “
Trustee ”).
WHEREAS, the
Issuer has issued its 3% Convertible Senior Notes due June 15,
2024 (the “ Notes ”) in the aggregate principal
amount of $100,000,000 under and pursuant to the Indenture, dated
as of June 7, 2004, by and between the Issuer and the Trustee
(the “ Indenture ”).
WHEREAS, unless
the context requires otherwise, all capitalized terms used but not
otherwise defined herein will have the meanings ascribed thereto in
the Indenture.
WHEREAS, the Board
of Directors of the Issuer has authorized the Issuer to make an
offer to purchase any and all of the outstanding Notes from each
Holder thereof and solicit the consent of the Holders to amend the
Indenture to, among other things, eliminate several of the
restrictive covenants of the Notes thereunder (the “
Tender Offer and Consent Solicitation ”);
WHEREAS, in
connection with the Tender Offer and Consent Solicitation, Holders
of a majority in aggregate principal amount of the Notes have
consented to this Second Supplemental Indenture.
WHEREAS, pursuant
to Section 8.2 of the Indenture, the Issuer and the Trustee
may enter into this Second Supplemental Indenture.
WHEREAS, the
Issuer hereby directs the Trustee to enter into this Second
Supplemental Indenture.
NOW, THEREFORE,
for and in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as
follows:
