8-K

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): November 20, 2014

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

Ireland	001-36353	Not Applicable
(State or other jurisdiction of incorporation or organization)	Commission file number	(I.R.S. Employer Identification No.)

Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland	Not Applicable
(Address of principal executive offices)	(Zip Code)

+353 1 7094000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (see General Instruction A.2. below):

¨ 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.

On November 19, 2014, Perrigo Company plc (the “Company”) entered into (i) an Amendment (the “Revolving Credit Agreement Amendment”) of its Revolving Credit Agreement, dated September 6, 2013 (the “Revolving Credit Agreement”), among Perrigo Company plc (the “Company”), as borrower, the financial institutions listed on the signature pages thereof, Barclays Bank PLC (“Barclays”), as administrative agent for the lenders and HSBC Bank USA, N.A. (“HSBC”), as syndication agent for the lenders and other agents party thereto and (ii) an Amendment (the “Term Loan Credit Agreement Amendment” and, together with the Revolving Credit Agreement Amendment, the “Amendments”) to its Term Loan Credit Agreement, dated September 6, 2013 (the “Term Loan Credit Agreement” and, together with the Revolving Credit Agreement, the “Credit Agreements”), among the Company, as borrower, the financial institutions listed on the signature pages thereof, Barclays, as administrative agent for the lenders and HSBC, as syndication agent for the lenders and other agents party thereto.

The Amendments amended the Credit Agreements to, among other things, (i) release the guarantors of their guarantees under the Credit Agreements and waive any applicable requirements to maintain the guarantees under the Credit Agreements and (ii) permit the incurrence of new senior indebtedness in connection with the Company’s prospective acquisition (the “Acquisition”) of Omega Pharma Invest NV (“Omega”), including to exclude the effect of such new senior indebtedness from the calculation of the financial covenants, in each case, so long as the proceeds of such new senior indebtedness is held in a segregated account and remain unused pending the consummation of the Acquisition.

The Amendments were subject to various conditions including the substantially contemporaneous release of the guarantors from their guarantees of the Company’s existing senior notes and contain various representations and warranties, including no default or event of default under the Loan Documents (as defined in the Credit Agreements) and bring-downs of the representations and warranties made by the Loan Parties (as defined in the Credit Agreements) in the Loan Documents.

The foregoing description of the Amendments and the transactions contemplated thereby does not propose to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement Amendment and the Term Loan Credit Agreement Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and the terms of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 in this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 7.01 Regulation FD Disclosure.

For fiscal 2016, the Company expects accretion from the Acquisition of $0.30 to $0.50 per diluted share.

The foregoing financial projection is a “forward looking statement” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The financial projection reflects numerous estimates and assumptions with respect to industry performance and general business, economic, regulatory, market and financial conditions, as well as matters specific to the Company’s business and Omega’s business and the acquisition transactions, all of which are difficult to predict and many of which are beyond the Company’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The inclusion of financial projections in this Form 8-K should not be regarded as an indication that such projections will be an accurate prediction of future events, and they should not be relied on as such. The financial projection included above was prepared by, and is the responsibility of, the Company’s management. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The financial projection included in this Form 8-K is made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise this information, whether as a result of new information, future events or otherwise.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this Item 7.01 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	Amendment to the Revolving Credit Agreement by and among the Company, Barclays Bank PLC, HSBC Bank USA, N.A., and the other lenders party thereto, dated as of November 19, 2014.
Exhibit 10.2	Amendment to the Term Loan Credit Agreement by and among the Company, Barclays Bank PLC, HSBC Bank USA, N.A., and the other lenders party thereto, dated as of November 19, 2014.

Signature

Pursuant to the requirement 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.

	PERRIGO COMPANY PLC
	(Registrant)
Dated: November 20, 2014	By:	/s/ Judy L. Brown
		Judy L. Brown
		Executive Vice President and
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT, dated as of November 19, 2014 (this “Amendment”), to the Revolving Credit Agreement, dated as of September 6, 2013 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Perrigo Company PLC (formerly known as Perrigo Company Limited) (the “Revolving Borrower”), the lenders party thereto (the “Lenders”), Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other agents party thereto.

W I T N E S S E T H :

WHEREAS, the Revolving Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Revolving Borrower, directly or indirectly, intends (a) to acquire (the “Oscar Acquisition”) Omega Pharma Invest NV, a limited liability company incorporated under the laws of Belgium, and its Subsidiaries (collectively, “Oscar”) and (b) to finance the Acquisition, in part, with proceeds from the issuance by its Subsidiary of senior unsecured notes (the “Oscar Senior Notes”);

WHEREAS, the issuance of the Oscar Senior Notes may occur prior to the closing of the Oscar Acquisition while the Credit Agreement remains outstanding, and in connection therewith the Revolving Borrower has requested that the Required Lenders amend certain provisions of the Credit Agreement to permit the Oscar Senior Notes to be issued and remain outstanding and each Lender authorize the release of each Guarantor from its Guaranty, in each case, subject to the terms set forth below;

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:

1. Defined Terms; References. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment effective date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

2. Amendments. Each Lender party hereto hereby consents to the following amendments to the Credit Agreement (and the inclusion of any applicable new defined terms in Section 1.01 thereof in alphabetical order):

(i) The definition of “Consolidated Indebtedness” is hereby amended and restated in its entirety as follows:

“Consolidated Indebtedness” means at any time the Indebtedness of the Revolving Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP, excluding (a) the New Senior Notes during the period that the proceeds of such New Senior Notes are being held in escrow pending the release of such proceeds to finance the Transactions and (b) the Oscar Senior Notes during the period that the proceeds thereof are held in a segregated account of the Revolving Borrower or its applicable Subsidiary, remain unused pending consummation of the Oscar Acquisition and are subject to a requirement that such Oscar Senior Notes are mandatorily redeemed in full (including payment of any accrued interest and/or fees) to the extent the Oscar Acquisition is terminated prior to the consummation thereof (such requirements, the “Oscar Senior Notes Exclusion Requirements”).

(ii) The definition of “Consolidated Interest Expense” is hereby amended and restated in its entirely as follows:

“Consolidated Interest Expense” means, with reference to any period, the Interest Expense of the Revolving Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP for such period, including without limitation all financing costs in connection with a Permitted Securitization Transaction, but excluding (a) Interest Expense in respect of the New Senior Notes during the period that the proceeds of such New Senior Notes are being held in escrow pending the release of such proceeds to finance the Transactions and (b) Interest Expense in respect of the Oscar Senior Notes during the period that the proceeds of such Oscar Senior Notes comply with the Oscar Senior Notes Exclusion Requirements.

(iii) The last sentence of the definition of “Indebtedness” is hereby amended and restated in its entirely as follows:

“Indebtedness shall not include (a) any New Senior Notes to the extent the proceeds thereof remain in escrow with the release of such proceeds conditioned upon the consummation of the Acquisitions or the use of the proceeds to refinance all or a portion of the Senior Notes and (b) any Oscar Senior Notes to the extent the proceeds thereof comply with the Oscar Senior Notes Exclusion Requirements.”

(iv) The following defined terms are added to the Credit Agreement in alphabetical order:

“Oscar Acquisition” has the meaning set forth in the Oscar Amendment.

“Oscar Amendment” means that certain Amendment to this Agreement dated November 19, 2014 among the Revolving Borrower, the Required Lenders and the Administrative Agent.

“Oscar Senior Notes” has the meaning set forth in the Oscar Amendment.

“Oscar Senior Notes Exclusion Requirements” has the meaning set forth in the definition of “Consolidated Indebtedness”.

(v) Section 6.02(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(e) Prior to the consummation of the Oscar Acquisition, Liens on any segregated account, and Liens on any cash, cash equivalents or other property held in such segregated account representing proceeds from the Oscar Senior Notes to the extent the proceeds comply with the Oscar Senior Notes Exclusion Requirements.”

(vi) Section 6.08(iv) of the Credit Agreement is hereby amended by adding “any Oscar Senior Notes or any” immediately before “Indebtedness” therein.

(vii) Each Guarantor is hereby released from its Guaranty and any applicable requirements to maintain such Guaranty set forth in the Credit Agreement are hereby waived.

(viii) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

3. Representations and Warranties; Loan Document. The Revolving Borrower hereby represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing. This Amendment is a “Loan Document”, as defined in the Credit Agreement.

4. Effectiveness of Amendment; Termination. This Amendment shall become effective as of the date the Administrative Agent shall have received counterparts of this Amendment duly executed by the Revolving Borrower, the Required Lenders and the Revolving Borrower; provided that the amendment set forth in Section 2(vii) shall also be conditioned on (a) delivery of counterparts of this amendment executed by each Lender and (b) substantially contemporaneously with such release the analogous Guarantees in respect of the New Senior Notes being released (such release to be evidenced by a certificate of the Revolving Borrower). This Amendment shall terminate automatically and the Credit Agreement shall automatically be deemed not to have been modified as set forth herein upon the earlier to occur of (i) 5:00 p.m. (New York City time) on the date that is 9 months after the date the definitive purchase agreement is executed in respect of the Oscar Acquisition and (ii) the termination of the Oscar Acquisition prior to the consummation thereof; provided that notwithstanding the foregoing, the amendment set forth in Sections 2(vii) and (viii) shall remain effective and shall not be subject to such termination.

5. Continuing Effect; No Other Amendments. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute an amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend any other provisions of the Credit Agreement.

6. Expenses. The Revolving Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

PERRIGO COMPANY PLC
By:	/s/ Judy L. Brown
	Name: Judy L. Brown
	Title: Executive Vice President & Chief Financial Officer

[Existing Perrigo Revolver Amendment]

BARCLAYS BANK PLC,   as Administrative Agent and as Lender
By:	/s/ Craig J. Malloy
	Name: Craig J. Malloy
	Title: Director

[Existing Perrigo Revolver Amendment]

JPMORGAN CHASE BANK, N.A.,   as Lender
By:	/s/ Krys Szremski
	Name: Krys Szremski
	Title: Vice President

[Existing Perrigo Revolver Amendment]

BANK OF AMERICA, N.A.,   as Lender
By:	/s/ Joseph L. Corah
	Name: Joseph L. Corah
	Title: Director

[Existing Perrigo Revolver Amendment]

CITIZENS BANK, N.A.,   as Lender
By:	/s/ André A. Nazareth
	Name: André A. Nazareth
	Title: Senior Vice President

[Existing Perrigo Revolver Amendment]

COMERICA BANK,   as Lender
By:	/s/ Chris L. Bauchan
	Name: Chris L. Bauchan
	Title: Vice President

[Existing Perrigo Revolver Amendment]

FIFTH THIRD BANK, AN OHIO BANKING CORPORATION,   as Lender
By:	/s/ Nathaniel E. Sher
	Name: Nathaniel E. Sher
	Title: Vice President

[Existing Perrigo Revolver Amendment]

BANK HAPOALIM B.M.,   as Lender
By:	/s/ Yael Weinstock-Shemesh
	Name: Yael Weinstock-Shemesh
	Title: Senior Vice President & Head of the Israeli Business Group
By:	/s/ Tal Shpaizer
	Name: Tal Shpaizer
	Title: Vice President Israeli Business Group

[Existing Perrigo Revolver Amendment]

HSBC BANK USA, N.A.,   as Syndication Agent and as Lender
By:	/s/ Andrew Bicker
	Name: Andrew Bicker
	Title: Senior Vice President

[Existing Perrigo Revolver Amendment]

MIZUHO BANK, LTD,   as Lender
By:	/s/ Bertram Tang
	Name: Bertram Tang
	Title: Authorized Signatory

[Existing Perrigo Revolver Amendment]

MORGAN STANLEY BANK, N.A.,   as Lender
By:	/s/ Alice Lee
	Name: Alice Lee
	Title: Authorized Signatory

[Existing Perrigo Revolver Amendment]

THE NORTHERN TRUST COMPANY,   as Lender
By:	/s/ Wicks Barkhausen
	Name: Wicks Barkhausen
	Title: Second Vice President

[Existing Perrigo Revolver Amendment]

PNC BANK, NATIONAL ASSOCIATION,   as Lender
By:	/s/ Arthur F. Gray
	Name: Arthur F. Gray
	Title: Senior Vice President

[Existing Perrigo Revolver Amendment]

SANTANDER BANK,   as Lender
By:	/s/ Scott Wollard
	Name: Scott Wollard
	Title: Managing Director

[Existing Perrigo Revolver Amendment]

SUMITOMO MITSUI BANKING CORPORATION,   as Lender
By:	/s/ Shuji Yabe
	Name: Shuji Yabe
	Title: Managing Director

[Existing Perrigo Revolver Amendment]

U.S. BANK NATIONAL ASSOCIATION,   as Lender
By:	/s/ Jeffrey S. Johnson
	Name: Jeffrey S. Johnson
	Title: Vice President

[Existing Perrigo Revolver Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION,   as Lender
By:	/s/ Joe Ellerbroek
	Name: Joe Ellerbroek
	Title: Assistant Vice President

[Existing Perrigo Revolver Amendment]

EX-10.2

Exhibit 10.2

Execution Version

AMENDMENT, dated as of November 19, 2014 (this “Amendment”), to the Term Loan Credit Agreement, dated as of September 6, 2013 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Perrigo Company PLC (formerly known as Perrigo Company Limited) (the “Term Loan Borrower”), the lenders party thereto (the “Lenders”), Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other agents party thereto.

W I T N E S S E T H :

WHEREAS, the Term Loan Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Term Loan Borrower, directly or indirectly, intends (a) to acquire (the “Oscar Acquisition”) Omega Pharma Invest NV, a limited liability company incorporated under the laws of Belgium, and its Subsidiaries (collectively, “Oscar”) and (b) to finance the Acquisition, in part, with proceeds from the issuance by its Subsidiary of senior unsecured notes (the “Oscar Senior Notes”);

WHEREAS, the issuance of the Oscar Senior Notes may occur prior to the closing of the Oscar Acquisition while the Credit Agreement remains outstanding, and in connection therewith the Term Loan Borrower has requested that the Required Lenders amend certain provisions of the Credit Agreement to permit the Oscar Senior Notes to be issued and remain outstanding and each Lender authorize the release of each Guarantor from its Guaranty, in each case, subject to the terms set forth below;

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:

1. Defined Terms; References. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment effective date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

2. Amendments. Each Lender party hereto hereby consents to the following amendments to the Credit Agreement (and the inclusion of any applicable new defined terms in Section 1.01 thereof in alphabetical order):

(i) The definition of “Consolidated Indebtedness” is hereby amended and restated in its entirety as follows:

“Consolidated Indebtedness” means at any time the Indebtedness of the Term Loan Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP, excluding (a) the New Senior Notes during the period that the proceeds of such New Senior Notes are being held in escrow pending the release of such proceeds to finance the Transactions and (b) the Oscar Senior Notes during the period that the proceeds thereof are held in a segregated account of the Term Loan Borrower or its applicable Subsidiary, remain unused pending consummation of the Oscar Acquisition and are subject to a requirement that such Oscar Senior Notes are mandatorily redeemed in full (including payment of any accrued interest and/or fees) to the extent the Oscar Acquisition is terminated prior to the consummation thereof (such requirements, the “Oscar Senior Notes Exclusion Requirements”).

(ii) The definition of “Consolidated Interest Expense” is hereby amended and restated in its entirely as follows:

“Consolidated Interest Expense” means, with reference to any period, the Interest Expense of the Term Loan Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP for such period, including without limitation all financing costs in connection with a Permitted Securitization Transaction, but excluding (a) Interest Expense in respect of the New Senior Notes during the period that the proceeds of such New Senior Notes are being held in escrow pending the release of such proceeds to finance the Transactions and (b) Interest Expense in respect of the Oscar Senior Notes during the period that the proceeds of such Oscar Senior Notes comply with the Oscar Senior Notes Exclusion Requirements.

(iii) The last sentence of the definition of “Indebtedness” is hereby amended and restated in its entirely as follows:

“Indebtedness shall not include (a) any New Senior Notes to the extent the proceeds thereof remain in escrow with the release of such proceeds conditioned upon the consummation of the Acquisitions or the use of the proceeds to refinance all or a portion of the Senior Notes and (b) any Oscar Senior Notes to the extent the proceeds thereof comply with the Oscar Senior Notes Exclusion Requirements.”

(iv) The following defined terms are added to the Credit Agreement in alphabetical order:

“Oscar Acquisition” has the meaning set forth in the Oscar Amendment.

“Oscar Amendment” means that certain Amendment to this Agreement dated November 19, 2014 among the Term Loan Borrower, the Required Lenders and the Administrative Agent.

“Oscar Senior Notes” has the meaning set forth in the Oscar Amendment.

“Oscar Senior Notes Exclusion Requirements” has the meaning set forth in the definition of “Consolidated Indebtedness”.

(v) Section 6.02(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(e) Prior to the consummation of the Oscar Acquisition, Liens on any segregated account, and Liens on any cash, cash equivalents or other property held in such segregated account representing proceeds from the Oscar Senior Notes to the extent the proceeds comply with the Oscar Senior Notes Exclusion Requirements.”

(vi) Section 6.08(iv) of the Credit Agreement is hereby amended by adding “any Oscar Senior Notes or any” immediately before “Indebtedness” therein.

(vii) Each Guarantor is hereby released from its Guaranty and any applicable requirements to maintain such Guaranty set forth in the Credit Agreement are hereby waived.

(viii) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

3. Representations and Warranties; Loan Document. The Term Loan Borrower hereby represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing. This Amendment is a “Loan Document”, as defined in the Credit Agreement.

4. Effectiveness of Amendment; Termination. This Amendment shall become effective as of the date the Administrative Agent shall have received counterparts of this Amendment duly executed by the Term Loan Borrower, the Required Lenders and the Term Loan Borrower; provided that the amendment set forth in Section 2(vii) shall also be conditioned on (a) delivery of counterparts of this amendment executed by each Lender and (b) substantially contemporaneously with such release the analogous Guarantees in respect of the New Senior Notes being released (such release to be evidenced by a certificate of the Revolving Borrower). This Amendment shall terminate automatically and the Credit Agreement shall automatically be deemed not to have been modified as set forth herein upon the earlier to occur of (i) 5:00 p.m. (New York City time) on the date that is 9 months after the date the definitive purchase agreement is executed in respect of the Oscar Acquisition and (ii) the termination of the Oscar Acquisition prior to the consummation thereof; provided that notwithstanding the foregoing, the amendment set forth in Sections 2(vii) and (viii) shall remain effective and shall not be subject to such termination.

5. Continuing Effect; No Other Amendments. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute an amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend any other provisions of the Credit Agreement.

6. Expenses. The Term Loan Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

PERRIGO COMPANY PLC
By:	/s/ Judy L. Brown
	Name: Judy L. Brown
	Title: Executive Vice President & Chief Financial Officer

[Existing Perrigo Term Loan Amendment]

BARCLAYS BANK PLC,   as Administrative Agent and as Lender
By:	/s/ Craig J. Malloy
	Name: Craig J. Malloy
	Title: Director

[Existing Perrigo Term Loan Amendment]

JPMORGAN CHASE BANK, N.A.,   as Lender
By:	/s/ Krys Szremski
	Name: Krys Szremski
	Title: Vice President

[Existing Perrigo Term Loan Amendment]

BANK OF AMERICA, N.A.,   as Lender
By:	/s/ Joseph L. Corah
	Name: Joseph L. Corah
	Title: Director

[Existing Perrigo Term Loan Amendment]

CITIZENS BANK, N.A.,   as Lender
By:	/s/ André A. Nazareth
	Name: André A. Nazareth
	Title: Senior Vice President

[Existing Perrigo Revolver Amendment]

COMERICA BANK,   as Lender
By:	/s/ Chris L. Bauchan
	Name: Chris L. Bauchan
	Title: Vice President

[Existing Perrigo Revolver Amendment]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,   as Lender
By:	/s/ Christopher Day
	Name: Christopher Day
	Title: Authorized Signatory
By:	/s/ Samuel Miller
	Name: Samuel Miller
	Title: Authorized Signatory

[Existing Perrigo Revolver Amendment]

FIFTH THIRD BANK, AN OHIO BANKING CORPORATION,   as Lender
By:	/s/ Nathaniel E. Sher
	Name: Nathaniel E. Sher
	Title: Vice President

[Existing Perrigo Revolver Amendment]

BANK HAPOALIM B.M.,   as Lender
By:	/s/ Yael Weinstock-Shemesh
	Name: Yael Weinstock-Shemesh
	Title: Senior Vice President & Head of the Israeli Business Group
By:	/s/ Tal Shpaizer
	Name: Tal Shpaizer
	Title: Vice President Israeli Business Group

[Existing Perrigo Revolver Amendment]

HSBC BANK USA, N.A.,   as Syndication Agent and as Lender
By:	/s/ Andrew Bicker
	Name: Andrew Bicker
	Title: Senior Vice President

[Existing Perrigo Revolver Amendment]

MIZUHO BANK, LTD,   as Lender
By:	/s/ Bertram Tang
	Name: Bertram Tang
	Title: Authorized Signatory

[Existing Perrigo Revolver Amendment]

THE NORTHERN TRUST COMPANY,   as Lender
By:	/s/ Wicks Barkhausen
	Name: Wicks Barkhausen
	Title: Second Vice President

[Existing Perrigo Revolver Amendment]

PNC BANK, NATIONAL ASSOCIATION,   as Lender
By:	/s/ Arthur F. Gray
	Name: Arthur F. Gray
	Title: Senior Vice President

[Existing Perrigo Revolver Amendment]

SANTANDER BANK,   as Lender
By:	/s/ Scott Wollard
	Name: Scott Wollard
	Title: Managing Director

[Existing Perrigo Revolver Amendment]

SUMITOMO MITSUI BANKING CORPORATION,   as Lender
By:	/s/ Shuji Yabe
	Name: Shuji Yabe
	Title: Managing Director

[Existing Perrigo Revolver Amendment]

U.S. BANK NATIONAL ASSOCIATION,   as Lender
By:	/s/ Jeffrey S. Johnson
	Name: Jeffrey S. Johnson
	Title: Vice President

[Existing Perrigo Revolver Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION,   as Lender
By:	/s/ Joe Ellerbroek
	Name: Joe Ellerbroek
	Title: Assistant Vice President

[Existing Perrigo Revolver Amendment]