Amendment No. 1, dated February 22, 2019, to the Revolving Credit Agreement dated as of July 27, 2018, among Mylan Inc., as borrower, Mylan N.V., as a guarantor, the other guarantors party thereto, certain lenders and issuing banks and Bank of America, N.A., as administrative agent
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EX-10.34(B) 10 myl_ex1034bx20181231-10xk.htm EXHIBIT 10.34(B) Exhibit
Exhibit 10.34(b)
EXECUTION VERSION
AMENDMENT TO REVOLVING CREDIT AGREEMENT
AMENDMENT dated as of February 22, 2019 (this “Amendment”), to the Revolving Credit Agreement, dated as of July 27, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MYLAN INC., a Pennsylvania corporation (the “Borrower”), 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 (“Parent” and a “Guarantor”), certain Affiliates and Subsidiaries of Parent from time to time party thereto as Guarantors, each Lender from time to time party thereto (the “Lenders”), each Issuing Bank from time to time party thereto 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 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 Parent 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 Parent after the consummation of such Qualified Acquisition, the Parent will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00.”
SECTION 3. Representations and Warranties of the Borrower and Parent. Each of the Borrower and Parent represents and warrants that (i) as of the Amendment Effective Date (as defined below), the representations and warranties of the Borrower and Parent 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, Parent 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, Parent 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.
[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 INC., as the Borrower | ||
By: | /s/ John Miraglia | |
Name: | John Miraglia | |
Title: | Treasurer | |
MYLAN N.V., as the Parent and Guarantor | ||
By: | /s/ John Miraglia | |
Name: | John Miraglia | |
Title: | Treasurer | |
[Amendment to Revolving Credit Agreement — Signature Page]
[[3892704]]
BANK OF AMERICA, N.A., as Administrative Agent | ||
By: | /s/ Maurice E. Washington | |
Name: | Maurice E. Washington | |
Title: | Vice President | |
[Amendment to Revolving Credit Agreement — Signature Page]
BANK OF AMERICA, N.A., individually as a Lender, as the Swingline Lender and as Issuing Bank | ||
By: | /s/ Yinghua Zhang | |
Name: | Yinghua Zhang | |
Title: | Director | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
BNP PARIBAS, as Lender
Lender Name
By: | /s/ Michael Pearce | |
Name: | Michael Pearce | |
Title: | Managing Director | |
For Lenders that require an additional signature:
By: | /s/ Emma Petersen | |
Name: | Emma Petersen | |
Title: | Director | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
CITIBANK, N.A.
Lender Name
By: | /s/ Eugene Yermash | |
Name: | Eugene Yermash | |
Title: | Vice President | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
COMMERZBANK AG, NEW YORK BRANCH
Lender Name
By: | /s/ Mathew Ward | |
Name: | Mathew Ward | |
Title: | Director | |
For Lenders that require an additional signature:
By: | /s/ Veli-Matti Ahonen | |
Name: | Veli-Matti Ahonen | |
Title: | Vice President | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
Danske Bank A/S
Lender Name
By: | /s/ Gert Carstens | |
Name: | Gert Carstens | |
Title: | Senior Loan Manager | |
For Lenders that require an additional signature:
By: | /s/ Mereta Ryvald-Christensen | |
Name: | Mereta Ryvald-Christensen | |
Title: | Chief Loan Manager | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK BRANCH
Lender Name
By: | /s/ Ming K. Chu | |
Name: | Ming K. Chu | |
Title: | Director | |
For Lenders that require an additional signature:
By: | /s/ Virginia Cosenza | |
Name: | Virginia Cosenza | |
Title: | Vice President | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
DNB Capital LLC
Lender Name
By: | /s/ Kristie Li | |
Name: | Kristie Li | |
Title: | Senior Vice President | |
For Lenders that require an additional signature:
By: | /s/ Cathleen Buckley | |
Name: | Cathleen Buckley | |
Title: | Senior Vice President | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
GOLDMAN SACHS BANK USA
Lender Name
By: | /s/ Jamie Minieri | |
Name: | Jamie Minieri | |
Title: | Authorized Signatory | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
ING BANK N.V., Dublin Branch
Lender Name
By: | /s/ Sean Hassett | |
Name: | Sean Hassett | |
Title: | Diector | |
By: | /s/ Barry Fehily | |
Name: | Barry Fehily | |
Title: | Managing Director | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.
Lender Name
By: | /s/ Deborah R. Winkler | |
Name: | Deborah R. Winkler | |
Title: | Executive Director | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
MIZUHO BANK, LTD.
Lender Name
By: | /s/ Tracy Rahn | |
Name: | Tracy Rahn | |
Title: | Authorized Signatory | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
Morgan Stanley Bank, N.A.
Lender Name
By: | /s/ Jackson Eng | |
Name: | Jackson Eng | |
Title: | Authorized Signatory | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
MUFG BANK, LTD. (f.k.a. THE BANK OF TOKYO‑MITSUBISHI UFJ, LTD.)
Lender Name
By: | /s/ Jack Lonker | |
Name: | Jack Lonker | |
Title: | Director | |
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
PNC BANK, NATIONAL ASSOCIATION
Lender Name
By: | /s/ Richard G. Tutich | |
Name: | Richard G. Tutich | |
Title: | Vice President | |
For Lenders that require an additional signature:
By: | ||
Name: | ||
Title: | ||
[Amendment to Revolving Credit Agreement — Signature Page]
LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, 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 OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
Lender Name
By: | /s/ Penny Neville-Park | |
Name: | Penny Neville-Park | |
Title: | ||
For Lenders that require an additional signature:
By: | /s/ Andrew Moore | |
Name: | Andrew Moore | |
Title: | ||
[Amendment to Revolving Credit Agreement — Signature Page]
GOLDMAN SACHS BANK USA, as Issuing Bank | ||
By: | /s/ Jamie Minieri | |
Name: | Jamie Minieri | |
Title: | Authorized Signatory | |
[Amendment to Revolving Credit Agreement — Signature Page]
JPMORGAN CHASE BANK, N.A., as Issuing Bank | ||
By: | /s/ Deborah R. Winkler | |
Name: | Deborah R. Winkler | |
Title: | Executive Director | |
[Amendment to Revolving Credit Agreement — Signature Page]
