Ex. 10.222 Supplemental Indenture 5.375% 2023


Exhibit 10.222




SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Timm Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 70 Maple Avenue, LLC, a Delaware limited liability company, Timm Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuers, the other Guarantors (both, as defined in the Indenture referred to below) 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, Endo Finance LLC, a Delaware limited liability company, and Endo Finco Inc., a Delaware corporation, have heretofore executed and delivered to the Trustee an indenture, dated as of June 30, 2014, as supplemented by a supplemental indenture, dated as of July 10, 2014, a supplemental indenture, dated as of August 11, 2014, and a supplemental indenture, dated as of December 22, 2014, in each case, among the Issuers, the Guarantors party thereto and the Trustee (the “Indenture”), providing for the issuance of 5.375% Senior Notes due 2023 (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 Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); 
WHEREAS, this Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Account Tax Compliance Act purposes; 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.
3.    NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, this Supplemental 





Exhibit 10.222




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.
4.    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.  EACH OF THE ISSUERS AND THE GUARANTORS CONSENTS AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR U.S. FEDERAL COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, COUNTY OF NEW YORK, STATE OF NEW YORK IN RELATION TO ANY LEGAL ACTION OR PROCEEDING (I) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS INDENTURE, AS SUPPLEMENTED, THE NOTES, THE GUARANTEES AND ANY RELATED DOCUMENTS AND/OR (II) ARISING UNDER ANY U.S. FEDERAL OR U.S. STATE SECURITIES LAWS IN RESPECT OF THE NOTES, THE GUARANTEES AND ANY SECURITIES ISSUED PURSUANT TO THE TERMS OF THE INDENTURE, AS SUPPLEMENTED.  EACH OF THE ISSUERS AND THE GUARANTORS WAIVES ANY OBJECTION TO PROCEEDINGS IN ANY SUCH COURTS, WHETHER ON THE GROUND OF VENUE OR ON THE GROUND THAT THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE ISSUERS AND THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, SHALL APPOINT CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011, AS ITS AGENT FOR SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SAID AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE ISSUERS AND THE GUARANTORS AGREES TO DELIVER, UPON THE EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, A WRITTEN ACCEPTANCE BY SUCH AGENT OF ITS APPOINTMENT AS SUCH AGENT. EACH OF THE ISSUERS AND THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, FURTHER AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND ALL SUCH DOCUMENTS AND INSTRUMENTS, AS MAY BE REASONABLY NECESSARY TO CONTINUE SUCH DESIGNATION AND APPOINTMENT OF CT CORPORATION SYSTEM IN FULL FORCE AND EFFECT FOR SO LONG AS THE INDENTURE, AS SUPPLEMENTED, REMAINS IN FORCE.  EACH OF THE ISSUERS, THE TRUSTEE AND 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 SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
5.    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.  
6.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    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 and the Issuers.

2




Exhibit 10.222




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.
	
		
	AUXILIUM INTERNATIONAL HOLDINGS, INC.

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	SLATE PHARMACEUTICALS, INC.

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	TIMM MEDICAL TECHNOLOGIES, INC.

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	ACTIENT HOLDINGS LLC

	as a Guaranteeing Subsidiary




	
		
	By:
	AUXILIUM PHARMACEUTICALS, INC.,

	 
	its manager




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary




 	
		
	ACTIENT PHARMACEUTICALS LLC

	as a Guaranteeing Subsidiary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	By:
	ACTIENT HOLDINGS LLC,

	 
	its manager



	
		
	By:
	AUXILIUM PHARMACEUTICALS, INC.,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	ACTIENT THERAPEUTICS LLC

	as a Guaranteeing Subsidiary



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	AUXILIUM US HOLDINGS LLC,

	as a Guaranteeing Subsidiary



	
		
	By:
	AUXILIUM PHARMACEUTICALS, INC.,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	AUXILIUM PHARMACEUTICALS, INC.,

	as a Guaranteeing Subsidiary



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary











[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




 	
		
	70 MAPLE AVENUE, LLC

	as a Guaranteeing Subsidiary




	
		
	By:
	ACTIENT PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	ACTIENT HOLDINGS LLC,

	 
	its manager



	
		
	By:
	AUXILIUM PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






 	
		
	TIMM MEDICAL HOLDINGS, LLC

	as a Guaranteeing Subsidiary




	
		
	By:
	ACTIENT PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	ACTIENT HOLDINGS LLC,

	 
	its manager



	
		
	By:
	AUXILIUM PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	AUXILIUM UK LTD

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Orla Dunlea

	Name:
	Orla Dunlea

	Title:
	Director







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	AUXILIUM BERMUDA UNLIMITED

	as a Guaranteeing Subsidiary




	
		
	By:
	 /s/ Susan Hall

	Name:
	Susan Hall

	Title:
	Director







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	ENDO FINANCE II LIMITED

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Orla Dunlea

	Name:
	Orla Dunlea

	Title:
	Director







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	ENDO FINANCE LLC

	  as an Issuer

	    by ENDO LUXEMBOURG FINANCECOMPANY I

	        S.À R.L., its sole member




	
		
	By:
	 /s/ John D. Boyle

	Name:
	 John D. Boyle

	Title:
	A Manager




	
		
	By:
	/s/ Joost Tulkens

	Name:
	Joost Tulkens

	Title:
	B Manager







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	ENDO FINCO INC.

	   as an Issuer




	
		
	By:
	/s/ Deanna Voss

	Name: 
	Deanna Voss 

	Title:
	 Secretary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	ENDO LLC

	  ENDO U.S. INC.

	    each, as a Guarantor




	
		
	By:
	/s/ Deanna Voss

	Name:
	Deanna Voss

	Title:
	Secretary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	ENDO HEALTH SOLUTIONS INC.

	ENDO PHARMACEUTICALS INC.

	ENDO PHARMACEUTICALS SOLUTIONS INC.

	ENDO PHARMACEUTICALS VALERA INC

	GENERICS INTERNATIONAL (US PARENT), INC.

	GENERICS INTERNATIONAL (US MIDCO), INC.

	GENERICS INTERNATIONAL (US HOLDCO), INC.

	GENERICS INTERNATIONAL (US), INC.

	AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

	AMERICAN MEDICAL SYSTEMS, INC.

	AMS RESEARCH CORPORATION

	AMS SALES CORPORATION

	LASERSCOPE 

	   each, as a Guarantor






	
		
	By:
	/s/ Deanna Voss

	Name:
	Deanna Voss

	Title:
	Assistant Secretary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	GENERICS BIDCO I, LLC 

	VINTAGE PHARMACEUTICALS, LLC 

	GENERICS BIDCO II, LLC

	MOORES MILL PROPERTIES LLC

	WOOD PARK PROPERTIES LLC 


	QUARTZ SPECIALTY PHARMACEUTICALS, LLC

	   each, as a Guarantor

	   by GENERICS INTERNATIONAL (US), INC., 

	   its manager






	
		
	By:
	/s/ Deanna Voss

	Name:
	Deanna Voss

	Title:
	Assistant Secretary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	LEDGEMONT ROYALTY SUB LLC

	   as a Guarantor

	   by ENDO PHARMACEUTICALS SOLUTIONS INC.,

	   its manager






	
		
	By:
	/s/ Deanna Voss

	Name:
	Deanna Voss

	Title:
	Assistant Secretary







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
		
	BOCA PHARMACAL, LLC, as a 

	Guaranteeing Subsidiary

	    by GENERICS INTERNATIONAL (US), INC., its

	     sole member




	
		
	By:
	/s/ Deanna Voss

	 
	Name: Deanna Voss 

	 
	Title: Assistant Secretary






	
		
	DAVA INTERNATIONAL, LLC, as a

	Guaranteeing Subsidiary

	    by DAVA PHARMACEUTICALS, INC., its

	     sole member




	
		
	By:
	/s/ Deanna Voss

	 
	Name: Deanna Voss 

	 
	Title: Assistant Secretary






	
		
	DAVA CAPITAL MANAGEMENT, INC., as a

	Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	 
	Name: Deanna Voss 

	 
	Title: Assistant Secretary



































[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	ENDO LIMITED

	   as a Guarantor






	
		
	By:
	 /s/ Orla Dunlea

	 
	Orla Dunlea

	 
	Title: Director






	
	
	ENDO VENTURES LIMITED

	   as a Guarantor






	
		
	By:
	 /s/ Orla Dunlea

	 
	Orla Dunlea

	 
	Title: Director






	
	
	ENDO MANAGEMENT LIMITED

	   as a Guarantor






	
		
	By:
	 /s/ Orla Dunlea

	 
	Orla Dunlea

	 
	Title: Director






	
	
	ENDO FINANCE LIMITED

	   as a Guarantor






	
		
	By:
	 /s/ Orla Dunlea

	 
	Orla Dunlea

	 
	Title: Director







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	ENDO LUXEMBOURG HOLDING COMPANY S.À R.L. 

	   as a Guarantor






	
		
	By:
	 /s/ John D. Boyle

	Name:
	 John D. Boyle

	Title:
	A Manager




	
		
	By:
	 /s/ Joost Tulkens

	Name:
	Joost Tulkens

	Title:
	B Manager






	
	
	ENDO LUXEMBOURG FINANCE COMPANY S.À R.L. 

	   as a Guarantor




	
		
	By:
	 /s/ John D. Boyle

	Name:
	 John D. Boyle

	Title:
	A Manager




	
		
	By:
	 /s/ Joost Tulkens

	Name:
	Joost Tulkens

	Title:
	B Manager






	
	
	ENDO LUXEMBOURG FINANCE COMPANY S.À R.L. 

	   as a Guarantor




	
		
	By:
	 /s/ John D. Boyle

	Name:
	 John D. Boyle

	Title:
	A Manager




	
		
	By:
	 /s/ Joost Tulkens

	Name:
	Joost Tulkens

	Title:
	B Manager







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	PALADIN LABS CANADIAN HOLDING INC.

	   as a Guarantor




	
		
	By:
	/s/ Mark Beaudet

	Name:
	Mark Beaudet

	Title:
	President






	
	
	PALADIN LABS INC.

	   as a Guarantor




	
		
	By:
	/s/ Mark Beaudet

	Name:
	Mark Beaudet

	Title:
	President







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	ENDO VENTURES BERMUDA LIMITED, as a

	Guarantor




	
		
	By:
	/s/ Susan Hall    

	 
	Name: Susan Hall

	 
	Title:   Director







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222






	
	
	ENDO NETHERLANDS B.V., as a Guarantor




	
		
	By:
	/s/ Blaine T. Davis

	 
	Name: Blaine T. Davis

	 
	Title:   Managing Director A




	
		
	By:
	/s/ Gert Jan Rietberg

	 
	Name: Gert Jan Rietberg

	 
	Title:   Managing Director B







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]




Exhibit 10.222




	
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,

	as Trustee




	
		
	By:
	  /s/ Yana Kislenko

	 
	Name: Yana Kislenko

	 
	Title:   Vice President







[Signature Page to 5.375% Senior Notes due 2023 Supplemental Indenture]