AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture DATED AS OF [ ], 2009 3.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2041Indenture • August 14th, 2009 • AMS Sales CORP • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of [ ], 2009, among American Medical Systems Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 10700 Bren Road West, Minnetonka, Minnesota 55343, the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • August 14th, 2009 • AMS Sales CORP • Orthopedic, prosthetic & surgical appliances & supplies • New York
American Medical Systems Holdings, Inc., a Delaware corporation (the “Company”), plans to make an offer (such offer, as it may from time to time be amended and supplemented, the “Exchange Offer”) to exchange no less than $100,000,000 and up to $250,000,000, aggregate principal amount of the Company’s newly issued 3.75% Convertible Senior Subordinated Notes due 2041 (the “New Notes”) for an equal amount of its outstanding 3.25% Convertible Senior Subordinated Notes due 2036 (the “Old Notes”), issued in an original aggregate principal amount of $373,750,000, on the terms and subject to the conditions set forth in the Exchange Offer Materials referred to below.
