PURCHASE AGREEMENTPurchase Agreement • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • Delaware
This Purchase Agreement (this “Agreement”), dated as of March 2, 2015, is entered into by and among American Medical Systems Holdings Inc., a Delaware corporation (“AMS Seller”), Endo Health Solutions Inc., a Delaware corporation (the “Foreign Sub Seller,” or, together with AMS Seller, the “Sellers”), and Boston Scientific Corporation, a Delaware corporation (“Purchaser”).
Counterpart to Registration Rights Agreement March 20, 2015Rights Agreement • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated June 30, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, Citigroup Global Markets Inc. and RBC Capital Markets, relating to the 5.375% Senior Notes due 2023, to be bound by the terms and provisions of such Registration Rights Agreement.
Counterpart to Registration Rights Agreement March 20, 2015Registration Rights Agreement • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2020, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2015, among Aphrodite Women’s Health, LLC, a Delaware limited liability company and Endo Ventures Cyprus Limited, a limited liability company organized under the laws of the Republic of Cyprus (collectively, the “Guaranteeing Subsidiaries”), 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 below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
Counterpart to Registration Rights Agreement March 20, 2015Rights Agreement • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated January 27, 2015 by and among Endo Finance LLC, a Delaware limited liability company, Endo Finco Inc., a Delaware corporation, and Endo Limited, an Irish private limited company, the Guarantors party thereto, RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2015, among Aphrodite Women’s Health, LLC, a Delaware limited liability company and Endo Ventures Cyprus Limited, a limited liability company organized under the laws of the Republic of Cyprus (collectively, the “Guaranteeing Subsidiaries”), 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 below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
Counterpart to Registration Rights AgreementRights Agreement • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2019, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2015, among Aphrodite Women’s Health, LLC, a Delaware limited liability company and Endo Ventures Cyprus Limited, a limited liability company organized under the laws of the Republic of Cyprus (collectively, the “Guaranteeing Subsidiaries”), 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 below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • New York
WHEREAS, the Company, 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 January 27, 2015, as supplemented by a supplemental indenture, dated as of February 3, 2015, in each case, by and among the parties thereto (the “Indenture”), providing for the issuance of 6.00% Senior Notes due 2025 (the “Notes”);
SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2015, among Aphrodite Women’s Health, LLC, a Delaware limited liability company and Endo Ventures Cyprus Limited, a limited liability company organized under the laws of the Republic of Cyprus (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuer, the Co-Obligor, the other Guarantors (each, as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
Counterpart to Registration Rights Agreement March 20, 2015Rights Agreement • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.25% Senior Notes due 2022, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2015, among Aphrodite Women’s Health, LLC, a Delaware limited liability company and Endo Ventures Cyprus Limited, a limited liability company organized under the laws of the Republic of Cyprus (collectively, the “Guaranteeing Subsidiaries”), 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 below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
