AMENDMENT NO. 1 Dated as of October 19, 2012 to CREDIT AGREEMENT Dated as of December 7, 2007

 

 

AMENDMENT NO. 1

 

Dated as of October 19, 2012

 

to

 

CREDIT AGREEMENT

 

Dated as of December 7, 2007

 

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of October 19, 2012 by and among Forest Laboratories, Inc., a Delaware corporation (the “Company”), the Foreign Subsidiary Borrowers party hereto (together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of December 7, 2007 by and among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the financial institutions from time to time party thereto as Lenders and the Administrative Agent (the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to an amendment to the Credit Agreement;

 

WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to the following amendment to the Credit Agreement.

 

1. Amendment to the Credit Agreement.  Subject solely to the satisfaction of the conditions precedent set forth in Section 2 below, clause (f) of Section 6.04 of the Credit Agreement is hereby amended and restated to read as follows:

 

           (f) any other investment, loan or advance (other than acquisitions) so long as the aggregate amount of all such investments, loans and advances does not exceed $200,000,000 during the term of this Agreement.

 

2. Conditions of Effectiveness.  The effectiveness of this Amendment is subject solely to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) from the Company payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented fees and reasonable and documented out-of-pocket expenses (including reasonable and documented legal fees and expenses), in each case reasonably incurred by the Administrative Agent and its affiliates directly in connection with this Amendment.

 

3. Representations and Warranties of the Borrowers.  Each Borrower hereby represents and warrants as follows:

 

(a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement are true and correct.

 

4. Reference to and Effect on the Credit Agreement.

 

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

 

(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

 

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

 

5. Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.

 

6. Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

7. Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

 

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

 

FOREST LABORATORIES, INC.,

as the Company

By: /s/ Ralph Kleinman 

Name: Ralph Kleinman

Title: Vice President – Corporate Tax and Treasury

Executed and delivered as a Deed on behalf of

FOREST LABORATORIES UK LIMITED

as a UK Borrower

By: /s/ Diarmuid Burke 

Name: Diarmuid Burke

Title: Director

By: /s/ Raymond Stafford                                                                           

Name: Raymond Stafford

Title: Director

FOREST FINANCE B.V.

as a Dutch Borrower

By: /s/ Diarmuid Burke 

Name: Diarmuid Burke

Title: Director

By: /s/ Veronica Gunther                                                                           

Name: Veronica Gunther

Title: Director

Present when the Common Seal of

FOREST LABORATORIES IRELAND LIMITED

as an Irish Borrower, was affixed hereto

By: /s/ Diarmuid Burke 

Name: Diarmuid Burke

Title: Director

By: /s/ Raymond Stafford                                                                           

Name: Raymond Stafford

Title: Director

Present when the Common Seal of

FOREST LABORATORIES HOLDINGS LIMITED

as an Irish Borrower, was affixed hereto

By: /s/ Francis I. Perier, Jr.                                                                

Name: Francis I. Perier, Jr.

Title: Secretary

By: /s/ Ralph Kleinman                                                                           

Name: Ralph Kleinman

Title: Director

JPMORGAN CHASE BANK, N.A.,

individually as a Lender, as Swingline Lender, as Issuing Bank and as Administrative Agent

By: /s/ Michelle Cipriani                                                                

Name: Michelle Cipriani

Title: Vice President

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Jeremy Schmitt                                                                           

Name: Jeremy Schmitt

Title: Vice President

CREDIT SUISSE, Cayman Islands Branch

(formerly known as Credit Suisse, Cayman Islands Branch),

as a Lender

By: /s/ Ari Bruger                                                                

Name: Ari Bruger

Title: Vice President

By: /s/ Kevin Buddhdew                                                                

Name: Kevin Buddhdew

Title: Associate

FIFTH THIRD BANK,

as a Lender

By: /s/ Megan Brearey                                                                           

Name: Megan Brearey

Title: Assistant Vice President

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,

as a Lender

By: /s/ Colin Moran                                                                

Name: Colin Moran

Title: Manager

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Joseph Schnorr                                                                           

Name: Joseph Schnorr

Title: Vice President

MORGAN STANLEY BANK, N.A.,

as a Lender

By: /s/ Alice Lee                                                                

Name: Alice Lee

Title: Authorized Signatory

ALLIED IRISH BANKS, p.l.c.,

as a Lender

By: /s/ Alan Long                                                                

Name: Alan Long

Title: Senior Vice President

By: /s/ Michael Murray                                                                           

Name: Michael Murray

Title: Senior Vice President