AMENDMENT TO TERM CREDIT AGREEMENT
Exhibit 10.35(c)
EXECUTION VERSION
AMENDMENT TO TERM CREDIT AGREEMENT
AMENDMENT dated as of February 22, 2019 (this “Amendment”), to the Term Credit Agreement, dated as of November 22, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MYLAN N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch chamber of commerce under number 61036137 (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party thereto as Guarantors, each Lender from time to time party thereto (the “Lenders”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, 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 pursuant to Section 6 hereof, refer to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.
SECTION 2. Amendment to Credit Agreement. Subject to Section 6 hereof, Section 6.07 of the Credit Agreement is hereby amended and restated as follows:
“Financial Covenant. The Borrower will not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter (x) ended on or prior to December 31, 2019, to exceed 4.25 to 1.00 and (y) ended after December 31, 2019, to exceed 3.75 to 1.00; provided that in lieu of the foregoing, for any such date occurring after a Qualified Acquisition, on or prior to the last day of the third full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00.”
SECTION 3. Representations and Warranties. The Borrower represents and warrants that (i) as of the Amendment Effective Date (as defined below), 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 such representations and warranties are expressly made as of a specific earlier date, in which case such representations and warranties are expressly made as of any such earlier date (as if each reference therein to a “Loan Document” included a reference to this Amendment); provided that, in each case, to the extent that any representation and warranty is qualified by materiality, such representation and warranty shall be true and correct in all respects and (ii) no Default or Event of Default shall have occurred and be continuing immediately prior
to giving effect to this Amendment and no Default or Event of Default will result from the execution, delivery and effectiveness of this Amendment.
SECTION 4. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York (without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby).
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 set forth above on the date (the “Amendment Effective Date”) when the Agent shall have received (i) from each of the Borrower, Mylan Inc. 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 and (ii) the fees previously agreed with the Borrower.
(a) 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. Article VIII and Section 9.03 of the Credit Agreement shall apply to the Agent’s role and responsibility in connection with this Amendment to the same extent as the Administrative Agent under the Credit Agreement.
(b) 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.
SECTION 7. Direction. Each Lender party hereto hereby authorizes and directs the Agent to execute and deliver this Amendment in its capacity as the Administrative Agent under the Credit Agreement.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
MYLAN N.V., as Borrower | ||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Title: | Treasurer | |
MYLAN INC., as Guarantor | ||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Title: | Treasurer | |
[Amendment to Term Credit Agreement — Signature Page]
▇▇▇▇▇▇▇ SACHS BANK USA, individually as a Lender and as Administrative Agent | ||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: | Authorized Signatory | |
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Title: | Director | |
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
BNP PARIBAS, as a Lender
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: | Managing Director | |
For Lenders that require an additional signature:
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Title: | Director | |
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
CITIBANK, N.A.
Lender Name
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Vice President | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
COMMERZBANK AG, NEW YORK BRANCH
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇ | |
Title: | Director | |
For Lenders that require an additional signature:
By: | /s/ Veli-▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: | Veli-▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: | Vice President | |
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
Danske Bank, A/S
Lender Name
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Title: | Senior Loan Manager | |
For Lenders that require an additional signature:
By: | /s/ Merete Ryvald-▇▇▇▇▇▇▇▇▇▇▇ | |
Name: | Merete Ryvald-▇▇▇▇▇▇▇▇▇▇▇ | |
Title: | Chief Loan Manager | |
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK BRANCH
Lender Name
By: | /s/ ▇▇▇▇ ▇. ▇▇▇ | |
Name: | ▇▇▇▇ ▇. ▇▇▇ | |
Title: | Director | |
For Lenders that require an additional signature:
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Vice President | |
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
DNB Capital LLC
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ ▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇▇ | |
Title: | Senior Vice President | |
For Lenders that require an additional signature:
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | Senior Vice President | |
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
ING Bank, a Branch of ING-DiBa AG
Lender Name
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |
Title: | Director | |
For Lenders that require an additional signature:
By: | /s/ ▇. ▇▇▇▇▇▇ | |
Name: | ▇. ▇▇▇▇▇▇ | |
Title: | Director | |
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
Title: | Executive Director | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
MIZUHO BANK, LTD.
Lender Name
By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |
Name: | ▇▇▇▇▇ ▇▇▇▇ | |
Title: | Authorized Signatory | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ Eng | |
Name: | ▇▇▇▇▇▇▇ Eng | |
Title: | Authorized Signatory | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
MUFG BANK, LTD. (f.k.a. THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD.)
TOKYO-MITSUBISHI UFJ, LTD.)
Lender Name
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
Title: | Director | |
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, AS ADMINISTRATIVE AGENT
PNC BANK, NATIONAL ASSOCIATION
Lender Name
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Title: | Vice President | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Term Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA, AS ADMINISTRATIVE AGENT
SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL)
Lender Name
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-Park | |
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇-Park | |
Title: | ||
For Lenders that require an additional signature:
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
Title: | ||
[Amendment to Term Credit Agreement — Signature Page]