SECOND SUPPLEMENTAL
INDENTURE
SECOND
SUPPLEMENTAL INDENTURE, dated as of May 14, 2009, between BMP
Sunstone Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “
Company ”), having its principal office at 600 W.
Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania
19462, and The Bank of New York Mellon, as trustee (herein called
the “ Trustee ”).
WHEREAS, the
Company heretofore executed and delivered to the Trustee
(i) an Indenture dated as of March 16, 2009, as
supplemented by the First Supplemental Indenture dated as of
April 15, 2009 (as may be further supplemented or amended from
time to time by one or more additional indentures supplemental
thereto entered into pursuant to the applicable provisions thereof,
being hereinafter called the “ Indenture ”; all
capitalized terms used herein which are not otherwise defined
herein have the meanings ascribed thereto in the Indenture),
providing for the issuance of the Company’s unsecured
debentures, notes or other evidences of indebtedness (herein called
the “ Securities ”) and (ii) an
Officer’s Certificate Pursuant to Section 3.01 of the
Indenture, dated March 16, 2009 (the “
Officer’s Certificate ”), setting forth the
terms and forms of the series of Securities titled, “12.5%
Subordinated Convertible Notes due July 1, 2011” (the
“ Notes ”); and
WHEREAS,
Section 9.02 of the Indenture provides that the Company and
the Trustee may amend certain provisions of the Indenture or the
Securities with the consent of the Holders of the Outstanding
Securities of each series affected by such amendments by Act of
said Holders delivered to the Company and the Trustee, and such
consent has been obtained; and
WHEREAS, the
Company desires to amend certain provisions of the Officer’s
Certificate, as set forth in Article I hereof; and
WHEREAS, all
things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been
done;
NOW, THEREFORE,
THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in
consideration of the premises, the Company agrees with the Trustee
as follows:
Section 1.01
Effect . The amendments set forth in this Article I
shall apply only in respect of the Notes created pursuant to the
Indenture and the Officer’s Certificate.
Section 1.02
Amendments .
(a) Subject
to Section 1.01 hereof, the provision applicable to the Notes
as set forth in Paragraph 19(a) of the Officer’s Certificate
is hereby amended and restated as follows:
“Subject
to and upon compliance with
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