Ex 4.2 Supplemental Indenture for 5.75% Senior Notes








Exhibit 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 27, 2019, among Endo Finance LLC (formerly known as Endo Finance Co.), a Delaware limited liability company (the “Company”), Endo Finco Inc., a Delaware corporation (the “Co-Obligor”), the Guarantors (as defined in the Indenture) and Wells 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 has heretofore executed and delivered to the Trustee an indenture, dated as of December 19, 2013, as supplemented, amended and restated by a supplemental indenture, dated as of February 28, 2014, and as further 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, a supplemental indenture, dated as of March 27, 2015, a supplemental indenture, dated as of June 24, 2015, a supplemental indenture, dated as of July 9, 2015, a supplemental indenture, dated as of September 30, 2015, a supplemental indenture, dated as of January 13, 2016, a supplemental indenture, dated as of April 4, 2016, a supplemental indenture, dated as of July 13, 2016, a supplemental indenture, dated as of October 18, 2016, a supplemental indenture, dated as of June 23, 2017, a supplemental indenture, dated as of January 3, 2018, a supplemental indenture, dated as of July 3, 2018, a supplemental indenture, dated as of December 24, 2018 and a supplemental indenture, dated as of March 4, 2019, in each case, among the Company (as successor to Endo Finance Co.), the Co-Obligor, the Guarantors party thereto and the Trustee (as so supplemented, amended and restated, the “Indenture”), providing for the issuance of 5.75% Senior Notes due 2022 (the “Notes”); 
WHEREAS, the Company, on behalf of itself and the Co-Obligor, has offered to purchase for cash any and all of the outstanding Notes from the registered holders (the “Holders”) of the Notes (the “Tender Offer”) and, in conjunction with the Tender Offer, has solicited consents from the Holders of the Notes to the amendments to the Indenture contained herein (the “Consent Solicitation”), in each case, upon the terms and subject to the conditions set forth in the offer to purchase and consent solicitation, dated March 14, 2019, as amended on March 14, 2019;
WHEREAS, Section 9.02 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Company, the Co-Obligor, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of at least a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”); 
WHEREAS, the Company has received the Requisite Consents to effect amendments to the Indenture as set forth in Article II hereof (the “Consented Amendments”), based on reports provided by D.F. King & Co., Inc., as tender agent and information agent in the Tender Offer and Consent Solicitation, and has delivered such Requisite Consents to the Trustee;




 




 



WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the Company, the Co-Obligor, the Guarantors and the Trustee and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; 
WHEREAS, this Supplemental Indenture shall be effective upon its signing by the parties hereto, but the provisions of Article II and III will become operative (the “Operative Date”) upon the payment of the applicable consideration (the “Consideration”) in the Tender Offer in respect of all Notes validly tendered and not validly withdrawn and that are accepted for purchase on the applicable settlement date of the Tender Offer (the “Settlement Date”).
WHEREAS, if the Tender Offer has been terminated or withdrawn, or if upon the final settlement date of the Tender Offer the Company has not paid the Consideration in respect of all Notes validly tendered and accepted for purchase, the terms hereof shall not become operative, this Supplemental Indenture shall be deemed automatically terminated and the Indenture will remain in effect in its current form.
WHEREAS, the Company, the Co-Obligor and the Guarantors intend to take the position that this Supplemental Indenture does not result in a material modification of the Notes under the Foreign Account Tax Compliance Act.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Co-Obligor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I 
DEFINITIONS
SECTION 1.01.    DEFINED TERMS.  All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.
ARTICLE II 
CONSENTED AMENDMENTS
SECTION 2.01.    AMENDMENTS TO CERTAIN COVENANTS OF THE INDENTURE.  Subject to Section 4.02 hereof, the following Sections of the Indenture are hereby amended to read as follows and any and all references to such sections and provisions of the Indenture which are amended, modified, replaced or deleted and any and all obligations thereunder are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or effect:
a)    Section 3.09 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 3.09    [INTENTIONALLY OMITTED]”


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b)    Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.03    [INTENTIONALLY OMITTED]”
c)    Section 4.05 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.05    [INTENTIONALLY OMITTED]”
d)    Section 4.06 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.06    [INTENTIONALLY OMITTED]”
e)    Section 4.07 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.07    [INTENTIONALLY OMITTED]”
f)    Section 4.08 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.08    [INTENTIONALLY OMITTED]”
g)    Section 4.09 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.09    [INTENTIONALLY OMITTED]”
h)    Section 4.10 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.10    [INTENTIONALLY OMITTED]”
i)    Section 4.11 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.11    [INTENTIONALLY OMITTED]”
j)    Section 4.12 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.12    [INTENTIONALLY OMITTED]”
k)    Section 4.13 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.13    [INTENTIONALLY OMITTED]”
l)    Section 4.14 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.14    [INTENTIONALLY OMITTED]”
m)    Section 4.16 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.16    [INTENTIONALLY OMITTED]”
n)    Section 4.17 of the Indenture is hereby amended and restated in its entirety as follows: 


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“SECTION 4.17    [INTENTIONALLY OMITTED]”
o)    Section 4.18 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.18    [INTENTIONALLY OMITTED]”
p)    Section 4.19 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.19    [INTENTIONALLY OMITTED]”
q)    Section 4.20 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.20    [INTENTIONALLY OMITTED]”
r)    Section 4.22 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 4.22    [INTENTIONALLY OMITTED]”
s)    Section 10.04 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 10.04    [INTENTIONALLY OMITTED]”
t)    Section 5.01 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 5.01    Merger, Consolidation or Sale of Assets
The Company shall not: (1) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) directly or indirectly, sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the assets of the Company and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(a) either:
(1) the Company is the surviving corporation; or
(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee.
(b) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.
This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and the Restricted Subsidiaries. 


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The Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.”
u)    Section 6.01 of the Indenture is hereby amended and restated in its entirety as follows: 
“SECTION 6.01    Events of Default
Each of the following is an “Event of Default”:
(1)     default for 30 days in the payment when due of interest on the Notes;
(2)     default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;
(3)     [INTENTIONALLY OMITTED];
(4)     failure by the Company or any of the Restricted Subsidiaries to comply with any of the other agreements in this Indenture (other than a failure that is the subject of clause (1) or (2) for 60 days after receipt by the Issuer of written notice of such failure from the Trustee (or receipt by the Issuer and the Trustee of written notice of such failure from the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class);
(5)     [INTENTIONALLY OMITTED];
(6)     [INTENTIONALLY OMITTED];
(7)     the Company:
(A) commences a voluntary insolvency proceeding,
(B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding,
(C) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due;
provided, however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary, other than as part of a credit reorganization, shall not constitute an Event of Default under this Section 6.01(7);
(8)     a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


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(A) is for relief against the Company in an involuntary insolvency proceeding;
(B) appoints a Bankruptcy Custodian of the Company for all or substantially all of the property of the Company; or
(C) orders the liquidation of the Company; 
and the order or decree remains unstayed and in effect for 60 consecutive days; and
(9) [INTENTIONALLY OMITTED].”
SECTION 2.02.    AMENDMENTS TO CERTAIN DEFINITIONS.  Subject to Section 4.02 hereof, Section 1.01 of the Indenture is hereby amended by deleting those definitions which appear solely in the text deleted from the Indenture pursuant to the amendments contained in Section 2.01 herein.  All cross-references in the Indenture to sections and clauses deleted by this Article II shall also be deleted in their entirety.
ARTICLE III 
AMENDMENTS TO THE NOTES
The Notes include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Article II hereof.  Upon the Operative Date, such provisions from the Notes shall be deemed deleted or amended as applicable.
ARTICLE IV 
MISCELLANEOUS PROVISIONS
SECTION 4.01.    EFFECT OF SUPPLEMENTAL INDENTURE.  Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.
SECTION 4.02.    EFFECTIVENESS.  This Supplemental Indenture shall become effective and binding on the Company, the Co-Obligor, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture; provided that the amendments to the Indenture and the Notes set forth in Article II and Article III hereof shall not become operative until the Operative Date.  Prior to the Operative Date, the Company, the Co-Obligor or the Guarantors may terminate this Supplemental Indenture upon written notice to the Trustee; provided, that if the Tender Offer has been terminated or withdrawn, or if upon the final settlement date of the Tender Offer the Company has not paid the Consideration, this Supplemental Indenture shall be automatically terminated and the Indenture will remain in effect in its current form.


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SECTION 4.03.    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 COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF 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 ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE AND ANY RELATED DOCUMENTS. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF 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. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, SHALL APPOINT CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011, 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. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF 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. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF 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. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.04.    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.
SECTION 4.05.    EFFECT OF HEADINGS.  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 4.06.    FURTHER ASSURANCES.  The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purpose of this Supplemental Indenture and the Indenture.


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SECTION 4.07.    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 (other than with respect to the Trustee in the fifth recital contained herein), all of such recitals are made solely by the Company, the Co-Obligor and the Guarantors.
(Signature pages follow)






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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
COMPANY:
 
ENDO FINANCE LLC
By:    /s/ Deanna Voss        
Name:    Deanna Voss 
Title:    Secretary 
CO-OBLIGOR:
 
ENDO FINCO INC.
By:    /s/ Deanna Voss        
Name:    Deanna Voss 
Title:    Secretary 


[Signature Page to Supplemental Indenture]


 





GUARANTORS:


ENDO U.S. FINANCE, LLC
  as a Guarantor
by ENDO U.S. INC,
its sole member




By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Secretary




[Signature Page to Supplemental Indenture]


 





ENDO INNOVATION VALERA, LLC
  as a Guarantor
by: ENDO PHARMACEUTICALS VALERA INC.,
its managing member


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary






[Signature Page to Supplemental Indenture]


 





ENDO GLOBAL FINANCE, LLC
   as a Guarantor
 





By:  /s/ Mark T. Bradley    
Name:  Mark T. Bradley
Title:    Manager






[Signature Page to Supplemental Indenture]


 





ACTIENT THERAPEUTICS, LLC
AUXILIUM PHARMACEUTICALS, LLC
AUXILIUM INTERNATIONAL HOLDINGS, LLC
DAVA PHARMACEUTICALS, LLC
ENDO HEALTH SOLUTIONS INC.
ENDO PHARMACEUTICALS INC.
ENDO PHARMACEUTICALS SOLUTIONS INC.
ENDO PHARMACEUTICALS VALERA INC.
JHP GROUP HOLDINGS, LLC
PAR, LLC
SLATE PHARMACEUTICALS, LLC
ENDO GENERICS HOLDINGS, INC.
PAR STERILE PRODUCTS, LLC
ANCHEN 2 INCORPORATED
ANCHEN INCORPORATED
ANCHEN PHARMACEUTICALS, INC.
ANCHEN PHARMACEUTICALS 2, INC.
GENERICS INTERNATIONAL (US) 2, INC.
GENERICS INTERNATIONAL (US), INC.
INNOTEQ 2, INC.
INNOTEQ, INC.
JHP GROUP HOLDINGS 2, INC.
KALI LABORATORIES 2, INC.
PAR PHARMACEUTICAL 2, INC.
PAR PHARMACEUTICAL COMPANIES, INC.
PAR PHARMACEUTICAL HOLDINGS, INC.
PAR PHARMACEUTICAL, INC.
PAR TWO, INC.
KALI LABORATORIES, LLC
ASTORA WOMEN’S HEALTH, LLC
   each, as a Guarantor




By:  /s/ Deanna Voss     
Name:  Deanna Voss
Title:    Assistant Secretary


[Signature Page to Supplemental Indenture]


 





JHP ACQUISITION, LLC
as a Guarantor
by JHP GROUP HOLDINGS, LLC,
 its manager 




By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary






ENDO LLC
ENDO U.S. INC.
ENDO FINANCE OPERATIONS LLC
  each, as a Guarantor




By:  /s/ Deanna Voss        
Name:  Deanna Voss
Title:    Secretary






GENERICS BIDCO I, LLC
MOORES MILL PROPERTIES, L.L.C.
VINTAGE PHARMACEUTICALS, LLC
   each, as a Guarantor
   by: GENERICS INTERNATIONAL (US), INC.,
   its manager




By:  /s/ Deanna Voss       
Name:  Deanna Voss 
Title:    Assistant Secretary


[Signature Page to Supplemental Indenture]


 





DAVA INTERNATIONAL, LLC
   as a Guarantor
by: DAVA PHARMACEUTICALS, LLC,
its manager


 

 
By:  /s/ Deanna Voss         
Name:  Deanna Voss
Title:    Assistant Secretary






ACTIENT PHARMACEUTICALS LLC
   as a Guarantor
   by: AUXILIUM PHARMACEUTICALS, LLC,
 its manager




By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary  




AUXILIUM US HOLDINGS, LLC
   as a Guarantor
by: AUXILIUM PHARMACEUTICALS, LLC,
     its manager




By:  /s/ Deanna Voss        
Name:  Deanna Voss
                                                                  Title:    Assistant Secretary






[Signature Page to Supplemental Indenture]


 





ENDO PHARMACEUTICALS FINANCE LLC
   as a Guarantor
by: GENERICS INTERNATIONAL (US PARENT), INC.
    its manager




By:  /s/ Terrell Stevens       
Name:  Terrell Stevens
Title:    Secretary  




GENERICS INTERNATIONAL (US PARENT), INC.
    as a Guarantor 




By:  /s/ Terrell Stevens       
Name:  Terrell Stevens
Title:    Secretary  


[Signature Page to Supplemental Indenture]


 





70 MAPLE AVENUE, LLC
as a Guarantor
by: ACTIENT PHARMACEUTICALS LLC,
its manager
by: AUXILIUM PHARMACEUTICALS, LLC,
its manager


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary    




TIMM MEDICAL HOLDINGS, LLC
   as a Guarantor
by: ACTIENT PHARMACEUTICALS LLC,
its manager
by: AUXILIUM PHARMACEUTICALS, LLC,
 its manager


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary 




QUARTZ SPECIALTY PHARMACEUTICALS, LLC
   as a Guarantor
   by: GENERICS BIDCO I, LLC,
   its manager
by: GENERICS INTERNATIONAL (US), INC.,
        its manager


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary




ENDO PAR INNOVATION COMPANY, LLC
   as a Guarantor
by: PAR PHARMACEUTICAL, INC.,
its manager


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary


[Signature Page to Supplemental Indenture]










PALADIN LABS CANADIAN HOLDING INC.
PALADIN LAB INC.
each, as a Guarantor


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Secretary 




[Signature Page to Supplemental Indenture]










GENERICS INTERNATIONAL VENTURES ENTERPRISES LLC  
as a Guarantor
by: ENDO VENTURES LIMITED,
its sole member 


By:  /s/ Marie-Therese Bolger       
Name:  Marie-Therese Bolger
Title:    Director  


[Signature Page to Supplemental Indenture]








ENDO GLOBAL AESTHETICS LIMITED
    as a Guarantor 




By:  /s/ Rahul Garella       
Name:  Rahul Garella 
Title:    Director  


[Signature Page to Supplemental Indenture]








ENDO GLOBAL BIOLOGICS LIMITED
   as a Guarantor




By:  /s/ Rahul Garella            
Name:    Rahul Garella 
Title:     Director


[Signature Page to Supplemental Indenture]








OPERATIONS REFINANCING COMPANY BERMUDA LIMITED
   as a Guarantor




By:  /s/ Rahul Garella              
Name:    Rahul Garella 
Title:     Director




[Signature Page to Supplemental Indenture]








ENDO DESIGNATED ACTIVITY COMPANY
   as a Guarantor




By:  /s/ Rahul Garella              
Name:    Rahul Garella 
Title:     Director


[Signature Page to Supplemental Indenture]








ENDO INTERNATIONAL PLC
   as a Guarantor


By:  /s/ Deanna Voss       
Name:  Deanna Voss
Title:    Assistant Secretary


[Signature Page to Supplemental Indenture]








PAR LABORATORIES EUROPE, LTD.
as a Guarantor




By:  /s/ Rahul Garella    
Name:  Rahul Garella 
Title:    Director 




[Signature Page to Supplemental Indenture]








ENDO VENTURES CYPRUS LIMITED
   as a Guarantor




By:  /s/ Jenny O'Connell        
Name:  Jenny O’Connell 
Title:    Director




[Signature Page to Supplemental Indenture]








ENDO FINANCE LIMITED
ENDO FINANCE II LIMITED
ENDO FINANCE III LIMITED
ENDO FINANCE IV LIMITED
ENDO FINANCE V LIMITED
ENDO IRELAND FINANCE LIMITED
ENDO IRELAND FINANCE II LIMITED
ENDO MANAGEMENT LIMITED
ENDO TOPFIN LIMITED
ENDO VENTURES LIMITED
HAWK ACQUISITION IRELAND LIMITED
ENDO IRELAND HOLDINGS LIMITED
each, as a Guarantor




By:  /s/ Rahul Garella       
Name:  Rahul Garella
Title:    Director


[Signature Page to Supplemental Indenture]








ENDO VENTURES BERMUDA LIMITED
   as a Guarantor




By:  /s/ Marie-Therese Bolger       
Name: Marie-Therese Bolger
Title:   Director


[Signature Page to Supplemental Indenture]








ENDO GLOBAL VENTURES
   as a Guarantor




By:  /s/ Marie-Therese Bolger       
Name: Marie-Therese Bolger
Title:   Director


[Signature Page to Supplemental Indenture]








ENDO BERMUDA FINANCE LIMITED
   as a Guarantor




By:  /s/ Rahul Garella       
Name: Rahul Garella
Title:   Director










[Signature Page to Supplemental Indenture]



 



ENDO SOMAR HOLDINGS B.V.
   as a Guarantor
 





By:  /s/ Rahul Garella    
Name:  Rahul Garella
Title:    Managing Director A




By:  /s/ Gert Jan Rietberg    
Name:  Gert Jan Rietberg
Title:    Managing Director B








[Signature Page to Supplemental Indenture] 




 





ENDO LUXEMBOURG HOLDING COMPANY S.À.R.L.
   as a Guarantor




By:  /s/ Laritza Ferreiro                    
Name:  Laritza Ferreiro
Title:    A Manager




By:  /s/ François-Xavier Goossens          
Name:  François-Xavier Goossens
Title:    B Manager






ENDO LUXEMBOURG FINANCE COMPANY I S.À.R.L.
   as a Guarantor


    
By:  /s/ Laritza Ferreiro                 
Name:  Laritza Ferreiro
Title:    A Manager




By:  /s/ François-Xavier Goossens        
Name:  François-Xavier Goossens
Title:    B Manager






ENDO LUXEMBOURG FINANCE COMPANY II S.À.R.L.
   as a Guarantor
    


By:  /s/ Laritza Ferreiro                  
Name:  Laritza Ferreiro
Title:    A Manager




By:  /s/ François-Xavier Goossens        
Name:  François-Xavier Goossens
      Title:    B Manager


[Signature Page to Supplemental Indenture] 




 





ENDO US HOLDINGS LUXEMBOURG I S.À.R.L.
   as a Guarantor




By:  /s/ Laritza Ferreiro       
Name:  Laritza Ferreiro
Title:    A Manager




By:  /s/ François-Xavier Goossens       
Name:  François-Xavier Goossens
Title:    B Manager


[Signature Page to Supplemental Indenture] 




 





LUXEMBOURG ENDO SPECIALTY PHARMACEUTICALS HOLDING I S.À R.L.
as a Guarantor




By:  /s/ Laritza Ferreiro       
Name:  Laritza Ferreiro
Title:    A Manager




By:  /s/ François-Xavier Goossens        
Name:  François-Xavier Goossens
Title:    B Manager




[Signature Page to Supplemental Indenture] 




 





TRUSTEE:
 

 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Trustee
By:    /s/ Maddy Hughes
Name:    Maddy Hughes
Title:    Vice President
















[Signature Page to Supplemental Indenture]