SUPPLEMENTAL INDENTURE
Exhibit 4.12
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 Xxxxx 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 Xxxxx Inc., a Delaware corporation, have heretofore executed and delivered to the Trustee an indenture, dated as of June 30, 2014, as supplemented by 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 (the “Indenture”), providing for the issuance of 5.375% Senior Notes due 2023 (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 x.x. 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 x.x. and Endo Luxembourg Finance Company I S.à x.x.”
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.
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Exhibit 4.12
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 X.X., its sole member | ||
By: | /s/Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | ||
Title: A Manager | ||
By: | /s/Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: B Manager | ||
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ENDO XXXXX INC. | ||
as an Issuer | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Secretary | ||
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ENDO LLC | ||
ENDO U.S. INC. | ||
each as Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Secretary | ||
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XXXX 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/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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GENERICS BIDCO I, LLC | ||
VINTAGE PHARMACEUTICALS, LLC | ||
GENERICS BIDCO II, LLC | ||
XXXXXX MILL PROPERTIES LLC | ||
WOOD PARK PROPERTIES LLC | ||
QUARTS SPECIALTY PHARMACEUTICALS LLC | ||
each, as a Guarantor | ||
by GENERICS INTERNATIONAL (US), INC., | ||
its manager | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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LEDGEMONT ROYALTY SUB LLC | ||
as a Guarantor | ||
by ENDO PHARMACEUTICALS SOLUTIONS INC., | ||
its manager | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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BOCA PHARMACAL, LLC, | ||
as a Guarantor | ||
by GENERICS INTERNATIONAL (US), INC., its | ||
sole member | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
XXXX INTERNATIONAL, LLC, | ||
as a Guarantor | ||
by XXXX PHARMACEUTICALS, INC., its sole member | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
XXXX CAPITAL MANAGEMENT, INC., | ||
as a Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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AUXILIUM INTERNATIONAL HOLDINGS, INC. | ||
as a Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
SLATE PHARMACEUTICALS, INC. | ||
as a Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
XXXX MEDICAL TECHNOLOGIES, INC. | ||
as a Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
ACTIENT PHARMACEUTICALS LLC | ||
as a Guarantor | ||
By: AUDILIUM PHARMACEUTICALS, INC., | ||
its manager | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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ACTIENT THERAPEUTICS LLC | ||
as Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
AUXILIUM US HOLDINGS, LLC | ||
as a Guarantor | ||
By: AUXILIUM PHARMACEUTICALS, INC., | ||
its manager | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
AUXILIUM PHARMACEUTICALS, INC. | ||
as a Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
00 XXXXX XXXXXX, LLC | ||
as a Guarantor | ||
By:ACTIENT PHARMACEUTICALS LLC, | ||
its manager | ||
By:AUXILIUM PHARAMCEUTICALS, INC., | ||
its manager | ||
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By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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XXXX MEDICAL HOLDINGS, LLC | ||
as Guarantor | ||
By: ACTIENT PHARMACEUTICALS LLC, | ||
its manager | ||
By: AUXILIUM PHARMACEUTICALS, INC., | ||
as a Guarantor | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
APHRODITE WOMEN'S HEALTH, LLC | ||
as a Guarantor | ||
By: AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., its manager | ||
By: | /s/Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: Assistant Secretary | ||
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ENDO LIMITED | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
ENDO VENTURES LIMITED | ||
as Guarantor | ||
By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
ENDO MANAGEMENT LIMITED | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
ENDO FINANCE LIMITED | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
ENDO FINANCE II LIMITED | ||
as a Guarantor | ||
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By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
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ENDO LUXEMBOURG HOLDING COMPANY S.À X.X. | ||
as a Guarantor | ||
By: | /s/Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | ||
Title: A Manager | ||
By: | /s/Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: B Manager | ||
ENDO LUXEMBOURG FINANCE COMPANY I S.À X.X. | ||
as a Guarantor | ||
By: | /s/Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | ||
Title: A Manager | ||
By: | /s/Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: B Manager | ||
ENDO LUXEMBOURG FINANCE COMPANY II S.À X.X. | ||
as a Guarantor | ||
By: | /s/Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | ||
Title: A Manager | ||
By: | /s/Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: B Manager | ||
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PALADIN LABS CANADIAN HOLDING INC. | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: President | ||
PALADIN LABS INC. | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: President | ||
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ENDO VENTURES BERMUDA LIMITED, as a | ||
Guarantor | ||
By: | /s/Xxxxx Xxxx | |
Name: Xxxxx Xxxx | ||
Title: Director | ||
ENDO GLOBAL VENTURES | ||
as a Guarantor | ||
By: | /s/Xxxxx Xxxx | |
Name: Xxxxx Xxxx | ||
Title: Director | ||
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ENDO NETHERLANDS B.V., as a Guarantor | ||
By: | /s/Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: Managing Director A | ||
By: | /s/Gert Xxx Xxxxxxxx | |
Name: Xxx Xxxxxxxx | ||
Title: Managing Director B | ||
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ENDO VENTURES CYPRUS LIMITED | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
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AUXILIUM UK LTD | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
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XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
as a Guarantor | ||
By: | /s/Xxxx Xxxxxxxx | |
Name: Xxxx Xxxxxxxx | ||
Title: Vice President | ||
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