SUPPLEMENTAL INDENTURE
Exhibit 10.230
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Xxxx Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 00 Xxxxx Xxxxxx, LLC, a Delaware limited liability company, Xxxx Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively, the “Guaranteeing Subsidiaries”), which Guaranteeing Subsidiaries are subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuers, the other Guarantors (both, as defined in the Indenture referred to herein) 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, the Company, 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 January 27, 2015, by and among the parties thereto (the “Indenture”), providing for the issuance of 6.00% Senior Notes due 2025 (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 Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);
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 Trustee is 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 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.
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, 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
Exhibit 10.230
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 GUARANTEEING SUBSIDIARIES, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, SHALL APPOINT CT CORPORATION SYSTEM, 000 XXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SAID AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE GUARANTEEING SUBSIDIARIES AGREES TO DELIVER, UPON THE EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, A WRITTEN ACCEPTANCE BY SUCH AGENT OF ITS APPOINTMENT AS SUCH AGENT. EACH OF GUARANTEEING SUBSIDIARIES, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, FURTHER AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND ALL SUCH DOCUMENTS AND INSTRUMENTS, AS MAY BE REASONABLY NECESSARY TO CONTINUE SUCH DESIGNATION AND APPOINTMENT OF CT CORPORATION SYSTEM IN FULL FORCE AND EFFECT FOR SO LONG AS THE INDENTURE, AS SUPPLEMENTED, REMAINS IN FORCE. 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 Guaranteeing Subsidiaries and the Issuers.
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Exhibit 10.230
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.
AUXILIUM INTERNATIONAL HOLDINGS, INC. | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
SLATE PHARMACEUTICALS, INC. | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
XXXX MEDICAL TECHNOLOGIES, INC. | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
ACTIENT HOLDINGS LLC | |
as a Guaranteeing Subsidiary | |
By: | AUXILIUM PHARMACEUTICALS, INC., |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
ACTIENT PHARMACEUTICALS LLC | |
as a Guaranteeing Subsidiary | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
By: | ACTIENT HOLDINGS LLC, |
its manager | |
By: | AUXILIUM PHARMACEUTICALS, INC., |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
ACTIENT THERAPEUTICS LLC | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
AUXILIUM US HOLDINGS LLC, | |
as a Guaranteeing Subsidiary | |
By: | AUXILIUM PHARMACEUTICALS, INC., |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
AUXILIUM PHARMACEUTICALS, INC., | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
00 XXXXX XXXXXX, LLC | |
as a Guaranteeing Subsidiary | |
By: | ACTIENT PHARMACEUTICALS LLC, |
its manager | |
By: | ACTIENT HOLDINGS LLC, |
its manager | |
By: | AUXILIUM PHARMACEUTICALS LLC, |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
XXXX MEDICAL HOLDINGS, LLC | |
as a Guaranteeing Subsidiary | |
By: | ACTIENT PHARMACEUTICALS LLC, |
its manager | |
By: | ACTIENT HOLDINGS LLC, |
its manager | |
By: | AUXILIUM PHARMACEUTICALS LLC, |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
AUXILIUM UK LTD | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
AUXILIUM BERMUDA UNLIMITED | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxxx Xxxx |
Name: | Xxxxx Xxxx |
Title: | Director |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO FINANCE II LIMITED | |
as a Guaranteeing Subsidiary | |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO LIMITED | |
as an Issuer | |
By: | /s/ Xxxx Xxxxxx |
Name: Xxxx Xxxxxx | |
Title: Director | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO FINANCE LLC | |
as an Issuer | |
by ENDO LUXEMBOURG FINANCECOMPANY 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 |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO XXXXX INC. | |
as an Issuer | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO LLC | |
ENDO U.S. INC. | |
each, as a Guarantor | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
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 INTERNATIONAL (US), INC. |
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC. |
AMERICAN MEDICAL SYSTEMS, INC. |
AMS RESEARCH CORPORATION |
AMS SALES CORPORATION |
LASERSCOPE |
each, as a Guarantor |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
GENERICS BIDCO I, LLC |
VINTAGE PHARMACEUTICALS, LLC |
GENERICS BIDCO II, LLC |
XXXXXX MILL PROPERTIES LLC |
WOOD PARK PROPERTIES LLC |
QUARTZ SPECIALTY PHARMACEUTICALS, LLC |
each, as a Guarantor |
by GENERICS INTERNATIONAL (US), INC., |
its manager |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
LEDGEMONT ROYALTY SUB LLC |
as a Guarantor |
by ENDO PHARMACEUTICALS SOLUTIONS INC., |
its manager |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
BOCA PHARMACAL, LLC, as a | |
Guaranteeing Subsidiary | |
by GENERICS INTERNATIONAL (US), INC., its | |
sole member | |
By: | /s/ Xxxxxx Xxxx |
Name: Xxxxxx Xxxx | |
Title: Assistant Secretary | |
XXXX INTERNATIONAL, LLC, as a | |
Guaranteeing Subsidiary | |
by XXXX PHARMACEUTICALS, INC., its | |
sole member | |
By: | /s/ Xxxxxx Xxxx |
Name: Xxxxxx Xxxx | |
Title: Assistant Secretary | |
XXXX CAPITAL MANAGEMENT, INC., as a | |
Guaranteeing Subsidiary | |
By: | /s/ Xxxxxx Xxxx |
Name: Xxxxxx Xxxx | |
Title: Assistant Secretary | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO LIMITED |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Xxxx Xxxxxx | |
Title: Director | |
ENDO VENTURES LIMITED |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Xxxx Xxxxxx | |
Title: Director | |
ENDO MANAGEMENT LIMITED |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Xxxx Xxxxxx | |
Title: Director | |
ENDO FINANCE LIMITED |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Xxxx Xxxxxx | |
Title: Director | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
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 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 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 |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
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 |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO VENTURES BERMUDA LIMITED, as a |
Guarantor |
By: | /s/ Xxxxx Xxxx |
Name: Xxxxx Xxxx | |
Title: Director | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
ENDO NETHERLANDS B.V., as a Guarantor |
By: | /s/ Xxxxxx X. Xxxxx |
Name: Xxxxxx X. Xxxxx | |
Title: Managing Director A | |
By: | /s/ Gert Xxx Xxxxxxxx |
Name: Gert Xxx Xxxxxxxx | |
Title: Managing Director B | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
Exhibit 10.230
XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
as Trustee |
By: | /s/ Xxxx Xxxxxxxx |
Name: Xxxx Xxxxxxxx | |
Title: Vice President | |
[Signature Page to 6.00% Senior Notes due 2025 Supplemental Indenture]
