Exhibit 10.12
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Organon USA LLC, a New Jersey limited liability company, Organon Canada Holdings LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary”), each a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
W I T N E S E T H
WHEREAS, each of the Issuers has heretofore executed and delivered to the Trustee that certain First Supplemental Indenture, dated as of June 2, 2021, pursuant to which each such Issuer assumed all obligations, as issuer and co-issuer, respectively, under that certain Indenture (as supplemented, the “Indenture”), dated as of April 22, 2021, providing for the issuance of an unlimited aggregate principal amount of 4.125% Senior Secured Notes due 2028 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances, including to effect the Assumption in connection with the consummation of the Transactions, each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Collateral Agent are authorized to execute and deliver this 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 mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuers’ obligations under the Notes, the Indenture and the Collateral Documents on the terms and subject to the conditions and limitations set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
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