First Supplemental Indenture - American Medical Systems Holdings, Inc.



 Exhibit 4.11 
 FIRST SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of June 17, 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 (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 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. THIS 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, 

  
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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. 
 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:
	
	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









 
					
	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