Third Supplemental Indenture - Generics Bidco II, LLC



 Exhibit 4.18 
 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  1/4% Senior Notes due 2022 (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, 

  
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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 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