First Supplemental Indenture - Penwest Pharmaceuticals Co.



 Exhibit 4.2 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of December 13, 2010, among Penwest Pharmaceuticals Co. (“Penwest”), a Washington corporation and a subsidiary of Endo Pharmaceuticals Holdings Inc. (or its permitted
successor), a Delaware corporation (the “Company”), and Generics International (US), Inc., a Delaware corporation and a subsidiary of the Company (together with Penwest, the “Guaranteeing Subsidiaries,” and each, a
“Guaranteeing Subsidiary”), 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 November 23, 2010, 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 each of 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 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 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 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 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 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 Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	GUARANTEEING SUBSIDIARIES:
	
	PENWEST PHARMACEUTICALS CO.
		
	By:	 	 /s/ David P. Holveck

		 	Name: David P. Holveck
		 	Title:   President and Chief Executive Officer
	
	GENERICS INTERNATIONAL (US), INC.
		
	By:	 	 /s/ David P. Holveck

		 	Name: David P. Holveck
		 	Title:   President and Chief Executive Officer
	
	COMPANY:
	
	ENDO PHARMACEUTICALS HOLDINGS INC.
		
	By:	 	 /s/ David P. Holveck

		 	Name: David P. Holveck
		 	Title:   President and Chief Executive Officer









 
			
	GUARANTORS:
	
	ENDO PHARMACEUTICALS INC.
		
	By:	 	 /s/ David P. Holveck

		 	Name: David P. Holveck
		 	Title:   President and Chief Executive Officer
	
	ENDO PHARMACEUTICALS SOLUTIONS INC.
		
	By:	 	 /s/ David P. Holveck

		 	Name: David P. Holveck
		 	Title:   President and Chief Executive Officer
	
	ENDO PHARMACEUTICALS VALERA INC.
		
	By:	 	 /s/ David P. Holveck

		 	Name: David P. Holveck
		 	Title:   President and Chief Executive Officer



					
	
	HEALTHRONICS, INC.
		
	By:	 	 /s/ Caroline B. Manogue

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

Chief Legal Officer and Secretary










 
			
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION,
 as Trustee

		
	By:	 	 /s/ Martin G. Reed

		 	Authorized Signatory