SEVENTH SUPPLEMENTAL INDENTURE

Contract Categories: Business Finance - Indenture Agreements
EX-4.8 8 d237260dex48.htm SEVENTH SUPPLEMENTAL INDENTURE - GENERICS BIDCO II, LLC Seventh Supplemental Indenture - Generics Bidco II, LLC

Exhibit 4.8

SEVENTH SUPPLEMENTAL INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 26, 2011, among Generics Bidco II, LLC, a Delaware limited liability company, Generics International (US Holdco), Inc., a Delaware corporation, Generics International (US Midco), Inc., a Delaware corporation, Generics International (US Parent), Inc., a Delaware corporation, Moores Mill Properties L.L.C., a Delaware limited liability company, Quartz Specialty Pharmaceuticals, LLC, a Delaware limited liability company, and Wood Park Properties LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Endo Pharmaceuticals Holdings Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 23, 2010, as supplemented by a first supplemental indenture dated as of December 13, 2010, a second supplemental indenture dated as of December 21, 2010, a third supplemental indenture dated as of February 17, 2011, a fourth supplemental indenture dated as of April 5, 2011, a fifth supplemental indenture dated as of June 22, 2011 and a sixth supplemental indenture dated as of August 16, 2011 (as so supplemented, the “Indenture”), providing for the issuance of 7.00% Senior Notes due 2020 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries 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 of the Indenture, the Trustee is authorized to execute and deliver this Seventh Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee 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. AGREEMENT TO GUARANTEE. Each of the Guaranteeing Subsidiaries hereby agrees 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.

4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


5. NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE COMPANY, THE TRUSTEE, THE GUARANTEEING SUBSIDIARIES AND EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy (which may be provided via facsimile or other electronic transmission) shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the other Guarantors and the Company.


IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

GUARANTEEING SUBSIDIARIES:
GENERICS BIDCO II, LLC
  By: GENERICS INTERNATIONAL (US), INC., its sole manager
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

GENERICS INTERNATIONAL (US HOLDCO), INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:   Executive Vice President and
    Chief Financial Officer

GENERICS INTERNATIONAL (US MIDCO),

INC.

By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

GENERICS INTERNATIONAL (US PARENT), INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer


MOORES MILL PROPERTIES L.L.C.
  By: GENERICS INTERNATIONAL (US), INC., its sole manager
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

QUARTZ SPECIALTY PHARMACEUTICALS, LLC
  By: GENERICS INTERNATIONAL (US), INC., its sole manager
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

WOOD PARK PROPERTIES LLC
 

By: GENERICS INTERNATIONAL (US),

INC., its sole manager

By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer


COMPANY:
ENDO PHARMACEUTICALS HOLDINGS INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

GUARANTORS:
ENDO PHARMACEUTICALS INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

ENDO PHARMACEUTICALS SOLUTIONS INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:   Executive Vice President and
    Chief Financial Officer
ENDO PHARMACEUTICALS VALERA INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

GENERICS INTERNATIONAL (US), INC.
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer


GENERICS BIDCO I, LLC
  By GENERICS INTERNATIONAL (US), INC., its sole manager

By:

 

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

VINTAGE PHARMACEUTICALS, LLC
  By GENERICS INTERNATIONAL (US), INC., its sole manager
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:   Executive Vice President and
    Chief Financial Officer
LEDGEMONT ROYALTY SUB LLC
  By ENDO PHARMACEUTICALS SOLUTIONS INC., its sole manager
By:  

/s/ Alan G. Levin

  Name:   Alan G. Levin
  Title:  

Executive Vice President and

Chief Financial Officer

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
By:  

/s/ Caroline B. Manogue

  Name:   Caroline B. Manogue
  Title:  

Executive Vice President,

Chief Legal Officer and Secretary


AMERICAN MEDICAL SYSTEMS, INC.
By:  

/s/ Caroline B. Manogue

  Name:   Caroline B. Manogue
  Title:  

Executive Vice President,

Chief Legal Officer and Secretary

AMS RESEARCH CORPORATION
By:  

/s/ Caroline B. Manogue

  Name:   Caroline B. Manogue
  Title:  

Executive Vice President,

Chief Legal Officer and Secretary

AMS SALES CORPORATION
By:  

/s/ Caroline B. Manogue

  Name:   Caroline B. Manogue
  Title:  

Executive Vice President,

Chief Legal Officer and Secretary

LASERSCOPE
By:  

/s/ Caroline B. Manogue

  Name:   Caroline B. Manogue
  Title:  

Executive Vice President,

Chief Legal Officer and Secretary


TRUSTEE:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:  

/s/ Martin G. Reed

  Name:   Martin G. Reed
  Title:   Vice President