8K

MYLAN N.V.

Date: February 26, 2016

/s/ John D. Sheehan

John D. Sheehan

Executive Vice President & Chief Financial Officer

0001193125-16-482325.txt : 20160226 0001193125-16-482325.hdr.sgml : 20160226 20160226170235 ACCESSION NUMBER: 0001193125-16-482325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20160222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160226 DATE AS OF CHANGE: 20160226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mylan N.V. CENTRAL INDEX KEY: 0001623613 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981189497 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-199861 FILM NUMBER: 161463028 BUSINESS ADDRESS: STREET 1: BUILDING 4, TRIDENT PLACE, MOSQUITO WAY CITY: HATFIELD, HERTFORDSHIRE STATE: X0 ZIP: AL10 9UL BUSINESS PHONE: 44 0 1707 853 000 MAIL ADDRESS: STREET 1: BUILDING 4, TRIDENT PLACE, MOSQUITO WAY CITY: HATFIELD, HERTFORDSHIRE STATE: X0 ZIP: AL10 9UL FORMER COMPANY: FORMER CONFORMED NAME: New Moon B.V. DATE OF NAME CHANGE: 20141028 8-K 1 d76149d8k.htm 8K 8K

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):

February 22, 2016

MYLAN N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

333-199861

98-1189497

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Building 4, Trident Place

Mosquito Way, Hatfield, Hertfordshire

AL10 9UL

(Address of Principal Executive Offices)

(Zip Code)

+44 (0) 1707 853 000

(Registrant’s telephone number, including area 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))

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Revolving Credit Agreement

On February 22, 2016, Mylan N.V. (the “Company” or “Mylan”) and Mylan Inc. (the “Borrower”) entered into Amendment No. 3 (the “Revolving Amendment”) to the Revolving Credit Agreement dated as of December 19, 2014, as amended by Amendment No. 1 to Revolving Credit Agreement dated as of May 1, 2015, the Additional Credit Extension Amendment dated as of June 19, 2015, and Amendment No. 2 to Revolving Credit Agreement dated as of October 28, 2015 (as further amended by the Revolving Amendment, the “Revolving Credit Agreement”), among the Borrower, the Company, certain lenders and issuing banks and Bank of America, N.A., as administrative agent. The Revolving Amendment provides that the Borrower’s proposed acquisition of Meda AB (publ.) (“Meda”) will constitute a Qualified Acquisition (as defined in the Revolving Credit Agreement) and amends the event of default provisions to provide that any “change of control” put rights under any indebtedness of any Acquired Entity or Business (as defined in the Revolving Credit Agreement) or its subsidiaries that are triggered as a result of the acquisition of any Acquired Entity or Business will not result in an event of default so long as any such indebtedness that is put in accordance with the terms of such indebtedness is paid as required by the terms of such indebtedness.

Amendment to 2014 Term Credit Agreement

On February 22, 2016, the Company and the Borrower entered into Amendment No. 3 (the “2014 Term Amendment”) to the Term Credit Agreement dated as of December 19, 2014, as amended by Amendment No. 1 to Term Credit Agreement dated as of May 1, 2015, and Amendment No. 2 to Term Credit Agreement dated as of October 28, 2015 (as further amended by the 2014 Term Amendment, the “2014 Term Credit Agreement”), among the Borrower, the Company, certain lenders and Bank of America, N.A., as administrative agent. The 2014 Term Amendment provides that the Borrower’s proposed acquisition of Meda will constitute a Qualified Acquisition (as defined in the 2014 Term Credit Agreement) and amends the event of default provisions to provide that any “change of control” put rights under any indebtedness of any Acquired Entity or Business (as defined in the 2014 Term Credit Agreement) or its subsidiaries that are triggered as a result of the acquisition of any Acquired Entity or Business will not result in an event of default so long as any such indebtedness that is put in accordance with the terms of such indebtedness is paid as required by the terms of such indebtedness.

Amendment to 2015 Term Credit Agreement

On February 22, 2016, the Company and the Borrower entered into Amendment No. 2 (the “2015 Term Amendment” and, together with the Revolving Amendment and the 2014 Term Amendment, the “Amendments”) to the Term Credit Agreement dated as of July 15, 2015, as amended by Amendment No. 1 to Term Credit Agreement dated as of October 28, 2015 (as further amended by the 2015 Term Amendment, the “2015 Term Credit Agreement” and, together with the Revolving Credit Agreement and the 2014 Term Credit Agreement, the “Credit Agreements”), among the Borrower, the Company, certain lenders and PNC Bank, National Association, as administrative agent. The 2015 Term Amendment provides that the Borrower’s proposed acquisition of Meda will constitute a Qualified Acquisition (as defined in the 2015 Term Credit Agreement) and amends the event of default provisions to provide that any “change of control” put rights under any indebtedness of any Acquired Entity or Business (as defined in the 2015 Term Credit Agreement) or its subsidiaries that are triggered as a result of the acquisition of any Acquired Entity or Business will not result in an event of default so long as any such indebtedness that is put in accordance with the terms of such indebtedness is paid as required by the terms of such indebtedness.

In accordance with the terms of the Bridge Credit Agreement dated as of February 10, 2016 (the “Bridge Credit Agreement”), among the Company, as borrower, Mylan Inc., as a guarantor, certain lenders and Deutsche Bank AG Cayman Islands Branch, as administrative agent, the Tranche B Commitments under the Bridge Credit Agreement were terminated in their entirety upon the execution of the Amendments.

The foregoing summary descriptions of the Revolving Amendment, the 2014 Term Amendment, the 2015 Term Amendment and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the Revolving Amendment, the 2014 Term Amendment and the 2015 Term Amendment, copies of which are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and the terms of which are incorporated herein by reference.

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.

ADDITIONAL INFORMATION

In connection with Mylan’s offer to acquire Meda (the “Offer”), an offer document will be filed with the Swedish Financial Supervisory Authority (the “SFSA”) and published by Mylan upon approval by the SFSA. In addition, Mylan expects to file certain materials with the Securities and Exchange Commission (the “SEC”), including, among other materials, a Registration Statement on Form S-4. Mylan also expects to file an EU Prospectus with the Netherlands Authority for the Financial Markets (the “AFM”) or another competent EU authority. This report is not intended to be, and is not, a substitute for such documents or for any other document that Mylan may file with the SFSA, the SEC, the AFM or any other competent EU authority in connection with the Offer. This report (including the Exhibits hereto) contains advertising materials (reclame-uitingen) in connection with the Offer as referred to in Section 5:20 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). INVESTORS AND SECURITYHOLDERS OF MEDA ARE URGED TO READ ANY DOCUMENTS FILED WITH THE SFSA, THE SEC AND THE AFM OR ANY OTHER COMPETENT EU AUTHORITY CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND THE OFFER. Such documents will be available free of charge through the website maintained by the SEC at www.sec.gov, on Mylan’s website at medatransaction.mylan.com or, to the extent filed with the AFM, through the website maintained by the AFM at www.afm.nl, or by directing a request to Mylan at 724.514.1813 or investor.relations@mylan.com. Any materials filed by Mylan with the SFSA, the SEC, the AFM or any other competent EU authority that are required to be mailed to Meda shareholders will also be mailed to such shareholders.

FURTHER INFORMATION

The Offer is not being made to persons whose participation in the Offer requires that an additional offer document be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law (including the Nasdaq Stockholm’s Takeover Rules and the Swedish Takeover Act (the “Swedish Takeover Rules”)), Dutch law and U.S. law.

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, Mylan disclaims any responsibility or liability for the violations of any such restrictions by any person.

The Offer is not being made, and this report may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this report or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Swedish Takeover Rules), Dutch law and U.S. law.

The acceptance period for the Offer for shares of Meda has not commenced.

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 any 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.


Exhibit No.		Description

10.1		Amendment No. 3, dated as of February 22, 2016, 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. 3, dated as of February 22, 2016, 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

10.3		Amendment No. 2, dated as of February 22, 2016, to the Term Credit Agreement among Mylan Inc., Mylan N.V., the lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated as of July 15, 2015

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.

EXHIBIT INDEX


Exhibit No.		Description

10.1		Amendment No. 3, dated as of February 22, 2016, 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. 3, dated as of February 22, 2016, 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

10.3		Amendment No. 2, dated as of February 22, 2016, to the Term Credit Agreement among Mylan Inc., Mylan N.V., the lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated as of July 15, 2015

EX-10.1 2 d76149dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 3 dated as of February 22, 2016 to the Revolving Credit Agreement dated as of December 19, 2014 (as amended by (x) Amendment No. 1 to Revolving Credit Agreement dated as of May 1, 2015, (y) the Additional Credit Extension Amendment dated as of June 19, 2015, and (z) Amendment No. 2 to Revolving Credit Agreement dated as of October 28, 2015, the “Credit Agreement”), among MYLAN INC. (the “Borrower”), MYLAN N.V., as a guarantor (the “Company”), the other borrowers and guarantors from time to time 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) amending the definition of “Defaulting Lender” as follows:

(A) deleting “or” at the end of clause (c);

(B) immediately after clause (d), add “, or (e) has, or a direct or indirect parent company that has, become the subject of a Bail-In Action (as defined in Section 9.19).”; and

(ii) amending the definition of “Federal Funds Effective Rate” by deleting the words “by federal funds brokers”;

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

a casualty event affecting such property or assets; or (ii) any “change of control” put arising as a result of any acquisition of any Acquired Entity or Business permitted hereunder in respect of any Indebtedness of such Acquired Entity or Business or any of its subsidiaries so long as any such Indebtedness that is put in accordance with the terms of such Indebtedness is paid as required by the terms of such Indebtedness;”; and

(i) inserting the following as Section 9.19 to the Credit Agreement:

“Section 9.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

The following terms shall for purposes of this Section have the meanings set forth below:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of such EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which Write-Down and Conversion Powers are described in the EU Bail-In Legislation Schedule.”

SECTION 3. Designation and Agreement. The Borrower hereby designates that the acquisition by the Borrower of Meda AB (publ) (the “Moon Acquisition”) shall be a Qualified Acquisition under the Credit Agreement and each of the Agent and the undersigned Lenders hereby agree that the Moon Acquisition shall be deemed a Qualified Acquisition for all purposes under the Credit Agreement.

SECTION 4. 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 Sections 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 defined below) (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 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 6. 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 7. Effectiveness. (a) This Amendment shall become effective as of the date hereof on the date (the “Amendment Effective Date”) when 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.

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


MYLAN INC., as Borrower

By:	/s/ Prafulla Makode
	Name:	Prafulla Makode
	Title:	VP & Asst. Treasurer

MYLAN N.V., as Guarantor

By:	/s/ Prafulla Makode
	Name:	Prafulla Makode
	Title:	VP & Asst. Treasurer

[Signature Page to Revolving Credit Agreement Amendment]

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


MORGAN STANLEY BANK, N.A. as Lender

By:	/s/ Alice Lee
	Name:	Alice Lee
	Title:	Authorized Signatory

[Signature Page to Revolving Credit Agreement Amendment]

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


CITIBANK, N.A.

By:	/s/ Patricia Guerra Heh
	Name:	Patricia Guerra Heh
	Title:	Vice President

[Signature Page to Revolving Credit Agreement Amendment]

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


BANK OF AMERICA, N.A., as Lender

By:	/s/ Yinghua Zhang
	Name:	Yinghua Zhang
	Title:	Director

[Signature Page to Revolving Credit Agreement Amendment]

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


ING Bank N.V., Dublin Branch, as Lender

By:	/s/ Maurice Kenny
	Name:	Maurice Kenny
	Title:	Director

By:	/s/ Sean Hassett
	Name:	Sean Hassett
	Title:	Director

[Signature Page to Revolving Credit Agreement Amendment]

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


Mizuho Bank, Ltd. as Lender

By:	/s/ Bertram H. Tang
	Name:	Bertram H. Tang
	Title:	Authorized Signatory

[Signature Page to Revolving Credit Agreement Amendment]

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


PNC Bank, National Association, as Lender

By:	/s/ Tracy J. DeCock
	Name:	Tracy J. DeCock
	Title:	Senior Vice President

[Signature Page to Revolving Credit Agreement Amendment]

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


Credit Suisse AG, Cayman Islands Branch, as Lender

By:	/s/ Christopher Day
	Name:	Christopher Day
	Title:	Authorized Signatory


[For any Lender requiring an additional signature:]

By:	/s/ Karim Rahimtoola
	Name:	Karim Rahimtoola
	Title:	Authorized Signatory

[Signature Page to Revolving Credit Agreement Amendment]

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


DEUTSCHE BANK AG NEW YORK BRANCH, as Lender

By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Vice President


[For any Lender requiring an additional signature:]

By:	/s/ Virginia Cosenza
	Name:	Virginia Cosenza
	Title:	Vice President

[Signature Page to Revolving Credit Agreement Amendment]

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


The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Lender

By:	/s/ Jaime Johnson
	Name:	Jaime Johnson
	Title:	Director

[Signature Page to Revolving Credit Agreement Amendment]

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


DNB Capital LLC, as Lender

By:	/s/ Caroline Adams
	Name:	Caroline Adams
	Title:	First Vice President

By:	/s/ Philip F. Kurpiewski
	Name:	Philip F. Kurpiewski
	Title:	Senior Vice President

[Signature Page to Revolving Credit Agreement Amendment]

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


GOLDMAN SACHS BANK USA, as Lender

By:	/s/ Robert Ehudin
	Name:	Robert Ehudin
	Title:	Authorized Signatory

[Signature Page to Revolving Credit Agreement Amendment]

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


JPMorgan Chase Bank, N.A., as Lender

By:	/s/ Deborah R. Winkler
	Name:	Deborah R. Winkler
	Title:	Vice President

[Signature Page to Revolving Credit Agreement Amendment]

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


HSBC Bank USA, N.A., as Lender

By:	/s/ Christopher S. Helmeci
	Name:	Christopher S. Helmeci
	Title:	SVP

[Signature Page to Revolving Credit Agreement Amendment]

EX-10.2 3 d76149dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 3 TO TERM CREDIT AGREEMENT

AMENDMENT NO. 3 (this “Amendment”) dated as of February 22, 2016 to the Term Credit Agreement dated as of December 19, 2014 (as amended by (x) Amendment No. 1 to Term Credit Agreement dated as of May 1, 2015, and (y) Amendment No. 2 to Term Credit Agreement dated as of October 28, 2015, the “Credit Agreement”), among MYLAN INC. (the “Borrower”), MYLAN N.V., as a guarantor (the “Company”), the other borrowers and guarantors from time to time party thereto, the Lenders party thereto from time to time (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”).