MYL Mylan NV

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 1, 2015

 

 

MYLAN N.V.

(Exact name of registrant as specified in its charter)

 

 

 

Netherlands		333-199861		98-1189497
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Albany Gate, Darkes Lane Potters Bar, Herts		EN6 1AG
(Address of Principal Executive Offices)		(Zip Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Senior Revolving Credit Agreement

On May 1, 2015, Mylan Inc. (the “Borrower”) entered into Amendment No. 1 (the “Revolving Amendment”) to the Revolving Credit Agreement dated as of December 19, 2014 (the “Revolving Credit Agreement”), among the Borower, Mylan N.V. (the “Company”), certain lenders and issuing banks and Bank of America, N.A., as administrative agent. The Revolving Amendment provides that, following the closing of the Company’s offer for the entire issued and to be issued share capital of Perrigo Company plc (“Perrigo”) (the “Perrigo Proposal”), the financial covenant in the Revolving Credit Agreement will be modified as follows: (i) for the four fiscal quarters following the closing of the Perrigo Proposal, the Company will be required to maintain a ratio of consolidated total indebtedness as of the end of any quarter to consolidated EBITDA for the trailing four quarters (the “Leverage Ratio”) not to exceed 4.75 to 1.00, (ii) for each of the subsequent two fiscal quarters, the Company will be required to maintain a Leverage Ratio not to exceed 4.25 to 1.00, and (iii) for any fiscal quarter thereafter, the Company will be required to maintain a Leverage Ratio not to exceed 3.75 to 1.00. The Revolving Amendment also amends the event of default provisions to provide that any “change of control” or “change of control put rights” under any indebtedness of Perrigo or its subsidiaries that are triggered as a result of the closing of the Perrigo Proposal will not result in an event of default so long as the Company or its subsidiaries refinances such indebtedness within 30 days of the closing of the Perrigo Proposal or makes any change of control offer required by the terms of such indebtedness and purchases all notes validly tendered pursuant thereto, respectively. The Revolving Amendment also effects certain technical amendments.

Amendment to Senior Term Credit Agreement

On May 1, 2015, the Borrower entered into Amendment No. 1 (the “Term Amendment” and, together with the Revolving Amendment, the “Amendments”) to the Term Credit Agreement dated as of December 19, 2014 (the “Term Credit Agreement” and, together with the Revolving Credit Agreement, the “Credit Agreements”), among the Borrower, the Company, certain lenders and Bank of America, N.A., as administrative agent. The Term Amendment provides that following the closing of the Perrigo Proposal, the financial covenant in the Term Credit Agreement will be modified as follows: (i) for the four fiscal quarters following the closing of the Perrigo Proposal, the Company will be required to maintain a Leverage Ratio not to exceed 4.75 to 1.00, (ii) for each of the subsequent two fiscal quarters, the Company will be required to maintain a Leverage Ratio not to exceed 4.25 to 1.00, and (iii) for any fiscal quarter thereafter, the Company will be required to maintain a Leverage Ratio not to exceed 3.75 to 1.00. The Term Amendment also amends the event of default provisions to provide that any “change of control” or “change of control put rights” under any indebtedness of Perrigo or its subsidiaries that are triggered as a result of the closing of the Perrigo Proposal will not result in an event of default so long as the Company or its subsidiaries refinances such indebtedness within 30 days of the closing of the Perrigo Proposal or makes any change of control offer required by the terms of such indebtedness and purchases all notes validly tendered pursuant thereto, respectively. The Term Amendment also effects certain technical amendments.

Certain lenders under the Credit Agreements have, from time to time, performed, are currently performing and may in the future perform, various financial advisory and commercial and investment banking services for the Company, for which they received or will receive customary fees and expenses.

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Statement Required By Irish Takeover Rules

The directors of the Company accept responsibility for the information contained in this report. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this report is in accordance with the facts and does not omit anything likely to affect the import of such information.

No Profit Forecast/Asset Valuations

No statement in this report is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company or Perrigo as appropriate. No statement in this report constitutes an asset valuation.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the “Irish Takeover Rules”), if any person is, or becomes, ‘interested’ (directly or indirectly) in, 1% or more of any class of ‘relevant securities’ of Perrigo or the Company, all ‘dealings’ in any ‘relevant securities’ of Perrigo or the Company (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (New York time) on the ‘business’ day following the date of the relevant transaction. This requirement will continue until the date on which the ‘offer period’ ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Perrigo or the Company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Perrigo by the Company or ‘relevant securities’ of the Company by Perrigo, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (New York time) on the ‘business’ day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

Goldman Sachs, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for the Company and no one else in connection with the Company’s proposed acquisition of Perrigo and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs, or for giving advice in connection with the Perrigo Proposal or any matter referred to herein.

Goldman Sachs does not accept any responsibility whatsoever for the contents of this report or for any statement made or purported to be made by them or on their behalf in connection with the offer. Goldman Sachs accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this report or any such statement.

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Additional Information

In connection with the Company’s offer to acquire Perrigo (the “offer”), the Company has filed certain materials with the Securities and Exchange Commission (the “SEC”), including, among other materials, a Registration Statement on Form S-4 (that includes an offer to exchange/prospectus) on May 5, 2015 (which Registration Statement has not yet been declared effective) and a preliminary proxy statement on Schedule 14A on May 5, 2015. In connection with the offer, the Company intends to file with the SEC a Tender Offer Statement on Schedule TO and certain other materials. This report is not intended to be, and is not, a substitute for such filings or for any other document that the Company may file with the SEC in connection with the offer. INVESTORS AND SECURITYHOLDERS OF THE COMPANY AND PERRIGO ARE URGED TO READ THE OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PERRIGO AND THE OFFER. Such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the Company at 724-514-1813 or investor.relations@mylan.com. Any materials filed by the Company with the SEC that are required to be mailed to shareholders of Perrigo and/or the Company will also be mailed to such shareholders. This report has been prepared in accordance with U.S. securities law, Irish law and the Irish Takeover Rules.

Participants in Solicitation

This report is not a solicitation of a proxy from any investor or shareholder. However, the Company and certain of its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection with the offer under the rules of the SEC. Information regarding the Company’s directors and executive officers may be found in the Company proxy statement/prospectus on Form S-4 filed with the SEC on December 23, 2014 and Mylan Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 2, 2015 and amended on April 30, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants, which may, in some cases, be different than those of the Company’s shareholders generally, will also be included in the materials that the Company intends to file with the SEC when they become available.

Non-Solicitation

This report is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or (3) the solicitation of any vote or approval in any jurisdiction pursuant to this report or otherwise, nor will there be any acquisition or disposition of the securities referred to in this report in any jurisdiction in contravention of applicable law or regulation. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Further Information

The distribution of this report in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this report are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction.

Therefore, persons who receive this report (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Company disclaims any responsibility or liability for the violations of any such restrictions by any person.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

The Amendments included or incorporated by reference as an exhibit to this Current Report contain representations and warranties by the Borrower and the Company. Those representations and warranties were made solely for the benefit of the other parties to the Amendments and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to the Borrower and the Company if those statements prove to be inaccurate; (ii) may have been qualified in each and either of the Credit Agreements or the Amendments by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report not misleading.

 

Exhibit No.		Description
10.1		Amendment No. 1, dated as of May 1, 2015, to the Revolving Credit Agreement among Mylan Inc., Mylan N.V., the lenders and issuing banks party thereto and Bank of America, N.A., as Administrative Agent, dated as of December 19, 2014
10.2		Amendment No. 1, dated as of May 1, 2015, to the Term Credit Agreement among Mylan Inc., Mylan N.V., the lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of December 19, 2014

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				MYLAN N.V.
Date: May 7, 2015				By:		/s/ John D. Sheehan
						John D. Sheehan
						Executive Vice President & Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Amendment No. 1, dated as of May 1, 2015, to the Revolving Credit Agreement among Mylan Inc., Mylan N.V., the lenders and issuing banks party thereto and Bank of America, N.A., as Administrative Agent, dated as of December 19, 2014
10.2		Amendment No. 1, dated as of May 1, 2015, to the Term Credit Agreement among Mylan Inc., Mylan N.V., the lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of December 19, 2014

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

AMENDMENT dated as of May 1, 2015 to the Revolving Credit Agreement dated as of December 19, 2014 (the “Credit Agreement”), among MYLAN INC. (the “Borrower”), MYLAN N.V. (the “Company”), the other borrowers and guarantors party thereto, the Lenders party thereto from time to time (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”).

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.

SECTION 2. Amendments to Credit Agreement.

 

(a)

Section 1.01 of the Credit Agreement is hereby amended by:

(i) inserting the following definitions in the appropriate alphabetical order:

““Perrigo Acquisition” means the acquisition by the Company of Perrigo Company plc.

“Perrigo Acquisition Closing Date” (a) if the Perrigo Acquisition proceeds by way of an offer by the Company for all of the shares in the capital of Perrigo Company plc (other than shares already in the ownership of the Company), the date on which such offer is declared unconditional in all respects by the Company, and the Company owns no less than 80% of the shares in the capital of Perrigo Company plc and (b) if the Perrigo Acquisition proceeds by way of a scheme of arrangement under Irish law, the date on which the order of the High Court of Ireland sanctioning such scheme of arrangement and confirming the capital reduction of Perrigo Company plc in connection with such scheme of arrangement, is filed with the Registrar of Companies in Ireland.” and

(ii) replacing the reference to “other than Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness”” in the definition of “Consolidated Total Indebtedness” therein with a reference to “other than

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Indebtedness in respect of Tranche C Loans (as defined in that certain Bridge Credit Agreement, dated as of April 24, 2015, among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent (as the same may be amended, supplemented or modified from time to time)) or Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness””

(b) Section 6.07 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The Company will not permit the Consolidated Leverage Ratio as of any March 31, June 30, September 30 or December 31 occurring after the Closing Date to exceed 3.75 to 1.00; provided that in lieu of the foregoing (a) for any such date occurring after a Qualified Acquisition (other than the Perrigo Acquisition) and on or prior to the last day of the third full fiscal quarter of the Company after the consummation of such Qualified Acquisition, the Company will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00 and (b) if the Perrigo Acquisition Closing Date occurs, for each of the four Test Periods beginning with the Test Period in which the Perrigo Acquisition Closing Date occurs, the Company will not permit the Consolidated Leverage Ratio as of such date to exceed 4.75 to 1.00 as of the applicable March 31, June 30, September 30 or December 31, and for each of the next two Test Periods, the Company will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00 as of the applicable March 31, June 30, September 30 or December 31.”

(c) Section 7(g) of the Credit Agreement is hereby amended by amending and restating the proviso thereto in its entirety to read as follows:

“provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets; (ii) any “change of control” put arising as a result of the Perrigo Acquisition in respect of any senior notes, bonds, retail bonds or other Indebtedness of Perrigo Company plc or its subsidiaries outstanding on the Perrigo Acquisition Closing Date or (iii) any “change of control” default arising as a result of the Perrigo Acquisition in respect of any Indebtedness of Perrigo Company plc or its subsidiaries outstanding on the Perrigo Acquisition Closing Date except to the extent that such default remains unremedied for a period of thirty (30) days after the Perrigo Acquisition Closing Date;”

(d) Schedule 1 to Exhibit D to the Credit Agreement is hereby amended by replacing the reference to “other than Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness”” in clause I.A.1 thereof with a reference to “other than Indebtedness in respect of Tranche C Loans (as defined in that certain Bridge Credit Agreement, dated as of April 24, 2015, among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent (as the same may be amended, supplemented or modified from time to time)) or Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness””.

 

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SECTION 3 Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement (other than Section 3.04(b) and 3.06) will be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Amendment Effective Date (as if each reference therein to a “Loan Document” included a reference to this Amendment), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date and (ii) no Default will have occurred and be continuing on such date.

SECTION 4 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 6. Effectiveness. (a) This Amendment shall become effective as of the date hereof on the date when the following conditions are met (the “Amendment Effective Date”) the Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.

(b) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(c) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan document in similar or different circumstances.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

 

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Exhibit 10.2

Execution Version

AMENDMENT NO. 1 TO TERM CREDIT AGREEMENT

AMENDMENT dated as of May 1, 2015 to the Term Credit Agreement dated as of December 19, 2014 (the “Credit Agreement”), among MYLAN INC. (the “Borrower”), MYLAN N.V. (the “Company”), the other borrowers and guarantors party thereto, the Lenders party thereto from time to time (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”).

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.

SECTION 2. Amendments to Credit Agreement.

 

(a)

Section 1.01 of the Credit Agreement is hereby amended by:

(i) inserting the following definitions in the appropriate alphabetical order:

““Perrigo Acquisition” means the acquisition by the Company of Perrigo Company plc.

“Perrigo Acquisition Closing Date” (a) if the Perrigo Acquisition proceeds by way of an offer by the Company for all of the shares in the capital of Perrigo Company plc (other than shares already in the ownership of the Company), the date on which such offer is declared unconditional in all respects by the Company, and the Company owns no less than 80% of the shares in the capital of Perrigo Company plc and (b) if the Perrigo Acquisition proceeds by way of a scheme of arrangement under Irish law, the date on which the order of the High Court of Ireland sanctioning such scheme of arrangement and confirming the capital reduction of Perrigo Company plc in connection with such scheme of arrangement, is filed with the Registrar of Companies in Ireland.” and

(ii) replacing the reference to “other than Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness”” in the definition of “Consolidated Total Indebtedness” therein with a reference to “other than

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Indebtedness in respect of Tranche C Loans (as defined in that certain Bridge Credit Agreement, dated as of April 24, 2015, among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent (as the same may be amended, supplemented or modified from time to time)) or Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness””

(b) Section 6.07 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The Company will not permit the Consolidated Leverage Ratio as of any March 31, June 30, September 30 or December 31 occurring after the Closing Date to exceed 3.75 to 1.00; provided that in lieu of the foregoing (a) for any such date occurring after a Qualified Acquisition (other than the Perrigo Acquisition) and on or prior to the last day of the third full fiscal quarter of the Company after the consummation of such Qualified Acquisition, the Company will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00 and (b) if the Perrigo Acquisition Closing Date occurs, for each of the four Test Periods beginning with the Test Period in which the Perrigo Acquisition Closing Date occurs, the Company will not permit the Consolidated Leverage Ratio as of such date to exceed 4.75 to 1.00 as of the applicable March 31, June 30, September 30 or December 31, and for each of the next two Test Periods, the Company will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00 as of the applicable March 31, June 30, September 30 or December 31.”

(c) Section 7(g) of the Credit Agreement is hereby amended by amending and restating the proviso thereto in its entirety to read as follows:

“provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets; (ii) any “change of control” put arising as a result of the Perrigo Acquisition in respect of any senior notes, bonds, retail bonds or other Indebtedness of Perrigo Company plc or its subsidiaries outstanding on the Perrigo Acquisition Closing Date or (iii) any “change of control” default arising as a result of the Perrigo Acquisition in respect of any Indebtedness of Perrigo Company plc or its subsidiaries outstanding on the Perrigo Acquisition Closing Date except to the extent that such default remains unremedied for a period of thirty (30) days after the Perrigo Acquisition Closing Date;”

(d) Schedule 1 to Exhibit D to the Credit Agreement is hereby amended by replacing the reference to “other than Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness”” in clause I.A.1 thereof with a reference to “other than Indebtedness in respect of Tranche C Loans (as defined in that certain Bridge Credit Agreement, dated as of April 24, 2015, among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent (as the same may be amended, supplemented or modified from time to time)) or Indebtedness described in clause (h), (i) or (j) of the definition of “Indebtedness””.

 

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SECTION 3 Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement (other than Section 3.04(b) and 3.06) will be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Amendment Effective Date (as if each reference therein to a “Loan Document” included a reference to this Amendment), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date and (ii) no Default will have occurred and be continuing on such date.

SECTION 4 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 6. Effectiveness. (a) This Amendment shall become effective as of the date hereof on the date when the following conditions are met (the “Amendment Effective Date”) the Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.

(b) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(c) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan document in similar or different circumstances.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

 

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