Third Supplemental Indenture - Generics Bidco II, LLC



 Exhibit 4.13 
 THIRD SUPPLEMENTAL INDENTURE 
 THIRD SUPPLEMENTAL
INDENTURE (this “Third Supplemental Indenture”), dated as of September 26, 2011, among Generics Bidco II, LLC, a Delaware limited liability company, Generics International (US Holdco), Inc., a Delaware
corporation, Generics International (US Midco), Inc., a Delaware corporation, Generics International (US Parent), Inc., a Delaware corporation, Moores Mill Properties L.L.C., a Delaware limited liability company, Quartz Specialty Pharmaceuticals,
LLC, a Delaware limited liability company, and Wood Park Properties LLC, a Delaware limited liability company (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 (the “Indenture”), dated as of June 8, 2011, providing for the issuance of 7% Senior Notes due
2019 (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 Third 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. 

  
 1 








 5. NEW YORK LAW TO
GOVERN; WAIVER OF JURY TRIAL. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, 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 THIRD SUPPLEMENTAL INDENTURE OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 6. COUNTERPARTS. The parties may sign any number of copies of this Third
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 Third 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 Third Supplemental Indenture to be
duly executed and attested, all as of the date first above written. 
  

					
	GUARANTEEING SUBSIDIARIES:
	
	GENERICS BIDCO II, LLC
		 	By: GENERICS INTERNATIONAL (US), INC., its sole manager
		
	By:	 	 /s/ Alan G. Levin

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

Chief Financial Officer

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

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

Chief Financial Officer

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

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

Chief Financial Officer

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

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

Chief Financial Officer










 
					
	MOORES MILL PROPERTIES L.L.C.
		 	By: GENERICS INTERNATIONAL (US), INC., its sole manager
		
	By:	 	 /s/ Alan G. Levin

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

Chief Financial Officer

	
	QUARTZ SPECIALTY PHARMACEUTICALS, LLC
		 	By: GENERICS INTERNATIONAL (US), INC., its sole manager
		
	By:	 	 /s/ Alan G. Levin

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

Chief Financial Officer




					
	
	WOOD PARK PROPERTIES LLC
		 	By: GENERICS INTERNATIONAL (US), INC., its sole manager
		
	By:	 	 /s/ Alan G. Levin

	Name:	 	Alan G. Levin
	Title:	 	 Executive Vice President and
 Chief Financial Officer










 
					
	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 manager
		
	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 manager
		
	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 manager
		
	By:	 	 /s/ Alan G. Levin

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

Chief Financial Officer

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

		 	Name:	 	Caroline B. Manogue
		 	Title:	 	 Executive Vice President,

Chief Legal Officer and Secretary










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

		 	Name:	 	Caroline B. Manogue
		 	Title:	 	 Executive Vice President,

Chief Legal Officer and Secretary

	
	AMS RESEARCH CORPORATION
		
	By:	 	 /s/ Caroline B. Manogue

		 	Name:	 	Caroline B. Manogue
		 	Title:	 	 Executive Vice President,

Chief Legal Officer and Secretary

	
	AMS SALES CORPORATION
		
	By:	 	 /s/ Caroline B. Manogue

		 	Name:	 	Caroline B. Manogue
		 	Title:	 	 Executive Vice President,

Chief Legal Officer and Secretary

	
	LASERSCOPE
		
	By:	 	 /s/ Caroline B. Manogue

		 	Name:	 	Caroline B. Manogue
		 	Title:	 	 Executive Vice President,

Chief Legal Officer and Secretary










 
					
	TRUSTEE:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	 /s/ Martin G. Reed

		 	Name:	 	Martin G. Reed
		 	Title:	 	Vice President