SUPPLEMENTAL INDENTURE
Exhibit 10.279
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 24, 2015, among Hawk Acquisition Ireland Limited, a private limited company incorporated under the laws of Ireland, Manjano Limited (to be renamed Endo TopFin Limited), a private limited company incorporated under the laws of Ireland, Endo Ireland Finance Limited, a private limited company incorporated under the laws of Ireland, Endo US Holdings Luxembourg I S.à x.x., a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, Endo US Holdings Luxembourg II S.à x.x., a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, Endo Bermuda Finance Limited, a limited liability company incorporated under the laws of Bermuda, and Hawk Acquisition ULC, an unlimited liability company incorporated under the laws of Bermuda (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 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 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, a supplemental indenture, dated as of March 20, 2015, and a supplemental indenture, dated as of March 27, 2015, in each case, among the Issuers, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”), providing for the issuance of 7.00% Senior Notes due 2020 (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.
Exhibit 10.279
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, 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 AND THE GUARANTORS, 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 ISSUERS AND THE GUARANTORS 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 THE ISSUERS AND THE GUARANTORS, 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.
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Exhibit 10.279
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 10.279
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.
HAWK ACQUISITION IRELAND LIMITED | |
as Guaranteeing Subsidiary | |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
MANJANO LIMITED (TO BE RENAMED ENDO | |
TOPFIN LIMITED) | |
as Guaranteeing Subsidiary | |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
ENDO IRELAND FINANCE LIMITED | |
as Guaranteeing Subsidiary | |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
ENDO US HOLDINGS LUXEMBOURG I S.À X.X. | |
as Guaranteeing Subsidiary | |
By: | /s/ Xxxx X. Xxxxx |
Name: | Xxxx X. Xxxxx |
Title: | A Manager |
By: | /s/ Xxxxx Xxxxxxx |
Name: | Xxxxx Xxxxxxx |
Title: | B Manager |
ENDO US HOLDINGS LUXEMBOURG II S.À X.X. | |
as Guaranteeing Subsidiary | |
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 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
HAWK ACQUISITION ULC | |
as Guaranteeing Subsidiary | |
By: | /s/ Xxxxxxxx X. Xxxxx |
Name: | Xxxxxxxx X. Xxxxx |
Title: | Director |
ENDO BERMUDA FINANCE LIMITED | |
as Guaranteeing Subsidiary | |
By: | Xxxxxx X. Xxxxxxx, Ph.D. |
Name: | Xxxxxx X. Xxxxxxx, Ph.D. |
Title: | Director |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
ENDO XXXXX INC. | |
as an Issuer | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Secretary |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
ENDO LLC | |
ENDO U.S. INC. | |
each, as a Guarantor | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Secretary |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 INTERNATIONAL (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 |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 | |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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: | AUXILIUM PHARMACEUTICALS, INC. |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
ACTIENT THERAPEUTICS LLC | |
as a 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 | |
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 PHARMACEUTICALS, INC., |
its manager | |
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Assistant Secretary |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
XXXX MEDICAL HOLDINGS, LLC | |
as a Guarantor | |
By: | ACTIENT PHARMACEUTICALS LLC, |
its manager | |
By: | AUXILIUM PHARMACEUTICALS, LLC., |
its manager | |
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 |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
ENDO LIMITED |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Name: Xxxx Xxxxxx | |
Title: Director | |
ENDO VENTURES LIMITED |
as a 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 |
By: | /s/ Xxxx Xxxxxx |
Name: Xxxx Xxxxxx | |
Title: Director. | |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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 |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
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: Gert Xxx Xxxxxxxx | |
Title: Managing Director B | |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
ENDO VENTURES CYPRUS LIMITED |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
AUXILIUM UK LTD |
as a Guarantor |
By: | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Director |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
Exhibit 10.279
XXXXX FARGO BANK, NATIONAL ASSOCIATION |
as Trustee |
By: | /s/ Xxxx Xxxxxxxx |
Name: | Xxxx Xxxxxxxx |
Title: | Vice President |
[Signature Page to 7.00% Senior Notes due 2020 Supplemental Indenture]
