SUPPLEMENTAL INDENTURE

EX-4.9 3 ex49supplementalindenture7.htm SUPPLEMENTAL INDENTURE 7.25% 2022 NOTES Exhibit
Exhibit 4.9

SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 27, 2015, among the Issuers, the Guarantors (both, as defined in the Indenture referred to below) 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, Endo Finance LLC, a Delaware limited liability company, and Endo Finco Inc., a Delaware corporation, have heretofore executed and delivered to the Trustee an indenture, dated as of May 6, 2014, as supplemented by a supplemental indenture, dated as of May 28, 2014, a supplemental indenture, dated as of July 10, 2014, a supplemental indenture, dated as of August 11, 2014, a supplemental indenture, dated as of December 22, 2014, a supplemental indenture, dated as of February 3, 2015, and a supplemental indenture, dated as of March 20, 2015 in each case, among the Issuers, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”), providing for the issuance of 7.25% Senior Notes due 2022 (the “Notes”);
WHEREAS, this Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Account Tax Compliance Act purposes; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuers, the Guarantors and the Trustee 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 Issuers, the Guarantors 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.    AMENDMENT OF INDENTURE.
2.1    Section 10.02(B) of the Indenture is hereby amended and restated in its entirety to read as follows:
“Notwithstanding anything to the contrary contained in this Indenture, the aggregate obligations and exposure of each of Endo Luxembourg Finance Company II S.à r.l. and any other Guarantor established in Luxembourg which is not a direct or indirect parent of any Issuer (a “Luxembourg Guarantor”) in respect of the obligations of the Issuers under the Notes, shall not exceed the maximum amount that can be hereby guaranteed by the relevant Luxembourg Guarantor without rendering such guarantee, as it relates to such Luxembourg Guarantor, voidable under applicable law relating to corporate benefit, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. For the avoidance of doubt, this Section 10.02(B) does not apply to Endo Luxembourg Holding Company S.à r.l. and Endo Luxembourg Finance Company I S.à r.l.”
2.2    The Indenture is hereby amended by adding the paragraph at the end of Section 10.05 to read in its entirety as follows:

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“Notwithstanding anything to the contrary contained in this Indenture, the Company shall not be entitled to the provisions of Sections 10.05(a) through 10.05(c) and Section 10.05(e).”
3.    NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, this Supplemental 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.
4.    NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUERS AND THE GUARANTORS CONSENTS AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR U.S. FEDERAL COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, COUNTY OF NEW YORK, STATE OF NEW YORK IN RELATION TO ANY LEGAL ACTION OR PROCEEDING (I) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS INDENTURE, AS SUPPLEMENTED, THE NOTES, THE GUARANTEES AND ANY RELATED DOCUMENTS AND/OR (II) ARISING UNDER ANY U.S. FEDERAL OR U.S. STATE SECURITIES LAWS IN RESPECT OF THE NOTES, THE GUARANTEES AND ANY SECURITIES ISSUED PURSUANT TO THE TERMS OF THE INDENTURE, AS SUPPLEMENTED. EACH OF THE ISSUERS AND THE GUARANTORS WAIVES ANY OBJECTION TO PROCEEDINGS IN ANY SUCH COURTS, WHETHER ON THE GROUND OF VENUE OR ON THE GROUND THAT THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE ISSUERS, THE TRUSTEE AND 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 SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
5.    COUNTERPARTS. The parties may sign any number of copies of this 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.
6.    EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.






IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
ENDO FINANCE LLC
as an Issuer
by ENDO LUXEMBOURG FINANCE COMPANY I
S.À R.L., its sole member
 
By:
/s/John D. Boyle
 
Name: John D. Boyle
Title: A Manager
 
By:
/s/Joost Tulkens
 
Name: Joost Tulkens
Title: B Manager

3

 

ENDO FINCO INC.
as an Issuer
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Secretary

4

 

ENDO LLC
ENDO U.S. INC.
each as Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Secretary

5

 

DAVA PHARMACEUTICALS, INC.
ENDO HEALTH SOLUTIONS INC.
ENDO PHARMACEUTICALS INC.
ENDO PHARMACEUTICALS SOLUTIONS INC.
ENDO PHARMACEUTICALS VALERA INC.
GENERICS INTERNATIONAL (US PARENT), INC.
GENERICS INTERNATIONAL (US MIDCO), INC.
GENERICS INTERNATIONAL (US HOLDCO), INC.
GENERICS INERNATIONAL (US), INC.
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
AMERICAN MEDICAL SYSTEMS, LLC
AMS RESEARCH, LLC
AMS SALES, LLC
LASERSCOPE
each, as a Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary

6

 

GENERICS BIDCO I, LLC
VINTAGE PHARMACEUTICALS, LLC
GENERICS BIDCO II, LLC
MOORES MILL PROPERTIES LLC
WOOD PARK PROPERTIES LLC
QUARTS SPECIALTY PHARMACEUTICALS LLC
each, as a Guarantor
by GENERICS INTERNATIONAL (US), INC.,
its manager
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary

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LEDGEMONT ROYALTY SUB LLC
as a Guarantor
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
its manager
 
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary

8

 

BOCA PHARMACAL, LLC,
as a Guarantor
by GENERICS INTERNATIONAL (US), INC., its
sole member
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
DAVA INTERNATIONAL, LLC,
as a Guarantor
by DAVA PHARMACEUTICALS, INC., its sole member
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
DAVA CAPITAL MANAGEMENT, INC.,
as a Guarantor
 
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary

9

 

AUXILIUM INTERNATIONAL HOLDINGS, INC.
as a Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
SLATE PHARMACEUTICALS, INC.
as a Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
TIMM MEDICAL TECHNOLOGIES, INC.
as a Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
ACTIENT PHARMACEUTICALS LLC
as a Guarantor
 
By: AUDILIUM PHARMACEUTICALS, INC.,
its manager
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary

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ACTIENT THERAPEUTICS LLC
as Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
AUXILIUM US HOLDINGS, LLC
as a Guarantor
 
By: AUXILIUM PHARMACEUTICALS, INC.,
its manager
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
AUXILIUM PHARMACEUTICALS, INC.
as a Guarantor
 
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
70 MAPLE AVENUE, LLC
as a Guarantor
 
By:ACTIENT PHARMACEUTICALS LLC,
its manager
 
By:AUXILIUM PHARAMCEUTICALS, INC.,
its manager
 
By:
/s/Deanna Voss
 

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Name: Deanna Voss
Title: Assistant Secretary

12

 

TIMM MEDICAL HOLDINGS, LLC
as Guarantor
 
By: ACTIENT PHARMACEUTICALS LLC,
its manager
 
By: AUXILIUM PHARMACEUTICALS, INC.,
as a Guarantor
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary
 
 
APHRODITE WOMEN'S HEALTH, LLC
as a Guarantor
 
By: AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., its manager
 
 
By:
/s/Deanna Voss
 
Name: Deanna Voss
Title: Assistant Secretary


13

 

ENDO LIMITED
as a Guarantor
 
 
By:
/s/Orla Dunlea
 
Name: Orla Dunlea
Title: Director
 
 
ENDO VENTURES LIMITED
as Guarantor
 
 
By:
/s/Orla Dunlea
 
Name: Orla Dunlea
Title: Director
 
 
ENDO MANAGEMENT LIMITED
as a Guarantor
 
 
By:
/s/Orla Dunlea
 
Name: Orla Dunlea
Title: Director
 
 
ENDO FINANCE LIMITED
as a Guarantor
 
 
By:
/s/Orla Dunlea
 
Name: Orla Dunlea
Title: Director
 
 
ENDO FINANCE II LIMITED
as a Guarantor
 
 
By:
/s/Orla Dunlea
 

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Name: Orla Dunlea
Title: Director


15

 

ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
as a Guarantor
 
By:
/s/John D. Boyle
 
Name: John D. Boyle
Title: A Manager
 
By:
/s/Joost Tulkens
 
Name: Joost Tulkens
Title: B Manager
 
 
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
as a Guarantor
 
By:
/s/John D. Boyle
 
Name: John D. Boyle
Title: A Manager
 
 
By:
/s/Joost Tulkens
 
Name: Joost Tulkens
Title: B Manager
 
 
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
as a Guarantor
 
 
By:
/s/John D. Boyle
 
Name: John D. Boyle
Title: A Manager
 
By:
/s/Joost Tulkens
 
Name: Joost Tulkens
Title: B Manager

16

 

PALADIN LABS CANADIAN HOLDING INC.
as a Guarantor
 
 
By:
/s/Mark Beaudet
 
Name: Mark Beaudet
Title: President
 
PALADIN LABS INC.
as a Guarantor
 
 
By:
/s/Mark Beaudet
 
Name: Mark Beaudet
Title: President


17

 

ENDO VENTURES BERMUDA LIMITED, as a
Guarantor
 
 
By:
/s/Susan Hall
 
Name: Susan Hall
Title: Director
 
ENDO GLOBAL VENTURES
as a Guarantor
 
 
By:
/s/Susan Hall
 
Name: Susan Hall
Title: Director

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ENDO NETHERLANDS B.V., as a Guarantor
 
 
By:
/s/Robert J. Cobuzzi
 
Name: Robert J. Cobuzzi
Title: Managing Director A
 
 
By:
/s/Gert Jan Rietberg
 
Name: Jan Rietberg
Title: Managing Director B

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ENDO VENTURES CYPRUS LIMITED
as a Guarantor
 
By:
/s/Orla Dunlea
 
Name: Orla Dunlea
Title: Director

20

 

AUXILIUM UK LTD
as a Guarantor
 
By:
/s/Orla Dunlea
 
Name: Orla Dunlea
Title: Director

21

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
as a Guarantor
 
By:
/s/Yana Kislenko
 
Name: Yana Kislenko
Title: Vice President


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