Fifth Supplemental Indenture - American Medical Systems Holdings, Inc.



 Exhibit 4.6 
 FIFTH SUPPLEMENTAL INDENTURE 
 FIFTH SUPPLEMENTAL
INDENTURE (this “Fifth Supplemental Indenture”), dated as of June 22, 2011, among American Medical Systems Holdings, Inc., a Delaware corporation, American Medical Systems, Inc., a Delaware corporation, AMS
Research Corporation, a Delaware corporation, AMS Sales Corporation, a Delaware corporation, and Laserscope, a California corporation (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Endo Pharmaceuticals
Holdings Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) 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 November 23, 2010, as
supplemented by a first supplemental indenture dated as of December 13, 2010, a second supplemental indenture dated as of December 21, 2010, a third supplemental indenture dated as of February 17, 2011, and a fourth supplemental
indenture dated as of April 5, 2011 (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 Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Fifth 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. 

4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this 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. 







 5. NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS FIFTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE COMPANY,
THE TRUSTEE, THE GUARANTEEING SUBSIDIARIES 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
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 6. COUNTERPARTS. The parties may sign any number
of copies of this Fifth 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. 

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof. 
 8. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the other
Guarantors and the Company. 







 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed and attested, all as of the date first above written. 
  

			
	GUARANTEEING SUBSIDIARIES:
	
	AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
		
	By:	 	 /s/ Caroline B. Manogue

	Name:	 	Caroline B. Manogue
	Title:	 	Executive Vice President,
		 	Chief Legal Officer & Secretary
	
	AMERICAN MEDICAL SYSTEMS, INC.
		
	By:	 	 /s/ Caroline B. Manogue

	Name:	 	Caroline B. Manogue
	Title:	 	Executive Vice President,
		 	Chief Legal Officer & Secretary
	
	AMS RESEARCH CORPORATION
		
	By:	 	/s/ Caroline B. Manogue
	Name:	 	Caroline B. Manogue
	Title:	 	Executive Vice President,
		 	Chief Legal Officer & Secretary
	
	AMS SALES CORPORATION
		
	By:	 	 /s/ Caroline B. Manogue

	Name:	 	Caroline B. Manogue
	Title:	 	Executive Vice President,
		 	Chief Legal Officer & Secretary
	
	LASERSCOPE
		
	By:	 	 /s/ Caroline B. Manogue

	Name:	 	Caroline B. Manogue
	Title:	 	Executive Vice President,
		 	Chief Legal Officer & Secretary









 
					
	COMPANY:
	
	ENDO PHARMACEUTICALS HOLDINGS INC.
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	GUARANTORS:
	
	ENDO PHARMACEUTICALS INC.
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	ENDO PHARMACEUTICALS SOLUTIONS INC.
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	ENDO PHARMACEUTICALS VALERA INC.
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	GENERICS INTERNATIONAL (US), INC.
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	 Executive Vice President and

Chief Financial Officer










 
					
	GENERICS BIDCO I, LLC
		 	By GENERICS INTERNATIONAL (US),
		 	INC., its sole member
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	VINTAGE PHARMACEUTICALS, LLC
		 	By GENERICS INTERNATIONAL (US),
		 	INC., its sole member
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PENWEST PHARMACEUTICALS CO.
		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	LEDGEMONT ROYALTY SUB LLC
		 	 By ENDO PHARMACEUTICALS
 SOLUTIONS INC., its sole member

		
	By:	 	 /s/ Alan G. Levin

		 	Name:	 	Alan G. Levin
		 	Title:	 	 Executive Vice President and

Chief Financial Officer










 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 /s/ Martin G. Reed

		 	Name:	 	Martin G. Reed
		 	Title:	 	Vice President