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 30, 2011 (November 29, 2011)
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)
Pennsylvania | 1-9114 | 25-1211621 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
1500 Corporate Drive Canonsburg, PA |
15317 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (724) 514-1800
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:
¨ | 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. |
In connection with its entry into a new credit agreement with certain lenders and Bank of America, N.A., as administrative agent, on November 14, 2011 (the Credit Agreement), Mylan Inc. (the Company) was required by the terms of existing indentures to enter into the supplement indentures described below in order to add certain of its subsidiaries as guarantors of the Companys outstanding notes.
On November 29, 2011, the Company, Somerset Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company (Somerset), and The Bank of New York Mellon, as trustee (the Trustee) entered into (i) a Supplemental Indenture (the November 2010 Supplemental Indenture) to the Indenture, dated November 24, 2010 (the November 2010 Indenture), among the Company, as issuer, the guarantors from time to time party thereto and the Trustee, as trustee, relating to the Companys outstanding 6% Senior Notes due 2018, (ii) a Supplemental Indenture (together with the November 2010 Supplemental Indenture, the 2010 Supplemental Indentures) to the Indenture, dated May 19, 2010 (the May 2010 Indenture), among the Company, as issuer, the guarantors from time to time party thereto and the Trustee, as trustee, relating to the Companys outstanding 7.625% Senior Notes due 2017 and 7.875% Senior Notes due 2020, and (iii) a Supplemental Indenture (the 2008 Supplemental Indenture) to the Indenture, dated September 15, 2008 (the 2008 Indenture), among the Company, as issuer, the guarantors from time to time party thereto and the Trustee, as trustee, relating to the Companys outstanding 3.75% Cash Convertible Notes due 2015, pursuant to which Somerset agreed to guarantee the payment by the Company of principal, premium, if any, and interest on the notes governed by such indentures to the extent provided therein. In addition, the Company, Somerset and Dey, Inc., Dey Pharma, L.P., Dey Limited Partner, Inc., EMD, Inc., Mylan Delaware Inc., Mylan LHC Inc., all wholly-owned subsidiaries of the Company (together with Somerset, the Subsidiary Guarantors), entered into a Supplemental Indenture (together with the 2010 Supplemental Indentures and the 2008 Supplemental Indenture, the Supplemental Indentures) to the Indenture, dated March 7, 2007 (the 2007 Indenture), among the Company, as issuer, the guarantors from time to time party thereto and the Trustee, as trustee, relating to the Companys outstanding 1.25% Senior Convertible Notes due 2012, pursuant to which the Subsidiary Guarantors agreed to guarantee the payment by the Company of principal, premium, if any, and interest on the notes governed by such indenture to the extent provided therein.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Supplemental Indentures, copies of which are filed herewith as Exhibits 4.1 through 4.4 and are incorporated by reference herein. The November 2010 Indenture was filed with the Securities and Exchange Commission (the Commission) as Exhibit 4.1 to the Companys Current Report on Form 8-K on November 24, 2010. The May 2010 Indenture was filed with the Commission as Exhibit 4.1 to the Companys Current Report on Form 8-K on May 19, 2010. The 2008 Indenture was filed with the Commission as Exhibit 4.1 to the Companys Current Report on Form 8-K on September 15, 2008. The 2007 Indenture was filed with the Commission as Exhibit 4.1 to the Companys Current Report on Form 8-K on March 7, 2007.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
2
Exhibit No. |
Description | |
4.1 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated November 24, 2010, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee | |
4.2 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated May 19, 2010, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee | |
4.3 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated September 15, 2008, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee | |
4.4 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc., Dey, Inc., Dey Pharma, L.P., Dey Limited Partner, Inc., EMD, Inc., Mylan Delaware Inc., Mylan LHC Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated March 7, 2007, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee |
3
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.
MYLAN INC. | ||||||
Date: November 30, 2011 | By: | /s/ John D. Sheehan | ||||
John D. Sheehan | ||||||
Executive Vice President and Chief Financial Officer |
4
EXHIBIT INDEX
Exhibit No. |
Description | |
4.1 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated November 24, 2010, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee | |
4.2 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated May 19, 2010, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee | |
4.3 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated September 15, 2008, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee | |
4.4 | First Supplemental Indenture, dated November 29, 2011, by and among Mylan Inc., Somerset Pharmaceuticals, Inc., Dey, Inc., Dey Pharma, L.P., Dey Limited Partner, Inc., EMD, Inc., Mylan Delaware Inc., Mylan LHC Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated March 7, 2007, among Mylan Inc., the Guarantors thereto and The Bank of New York Mellon, as trustee |
5
Exhibit 4.1
MYLAN INC.,
as Issuer,
SOMERSET PHARMACEUTICALS, INC.,
as Guaranteeing Subsidiary,
The GUARANTORS from time to time parties hereto
and
THE BANK OF NEW YORK MELLON,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED as of NOVEMBER 29, 2011
TO THE INDENTURE
DATED as of NOVEMBER 24, 2010,
6% SENIOR NOTES DUE 2018
First Supplemental Indenture (this First Supplemental Indenture), dated as of November 29, 2011, among Mylan Inc., a Pennsylvania corporation (the Company), Somerset Pharmaceuticals, Inc. (the Guaranteeing Subsidiary), a Delaware corporation and a Subsidiary of the Company, the existing Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of November 24, 2010, providing for the issuance of 6% Senior Notes due 2018 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee); and
WHEREAS, pursuant to Section 8.01 of the Indenture, the parties hereto are authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. No Recourse Against Others. No director, officer, employee or stockholder of the Company or the Guaranteeing Subsidiary will have any liability for any of the Companys or the Guaranteeing Subsidiarys obligations under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantee.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and by the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: November 29, 2011,
SOMERSET PHARMACEUTICALS, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN INC. | ||
By: |
| |
Name: John D. Sheehan | ||
Title: Executive Vice President and Chief Financial Officer | ||
DEY, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY PHARMA, L.P., by Dey, Inc., its general partner | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to November 2010 Supplemental Indenture
DEY LIMITED PARTNER, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
EMD, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MLRE LLC | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Manager | ||
MP AIR, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN BERTEK PHARMACEUTICALS INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN CARIBE, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to November 2010 Supplemental Indenture
MYLAN DELAWARE INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN INSTITUTIONAL INC. (formerly known as UDL Laboratories, Inc.) | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN LLC | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Manager | ||
MYLAN LHC INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN PHARMACEUTICALS INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN TECHNOLOGIES, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to November 2010 Supplemental Indenture
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: |
| |
Authorized Signatory |
Signature Page to November 2010 Supplemental Indenture
Exhibit 4.2
MYLAN INC.,
as Issuer,
SOMERSET PHARMACEUTICALS, INC.,
as Guaranteeing Subsidiary,
The GUARANTORS from time to time parties hereto
and
THE BANK OF NEW YORK MELLON,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED as of NOVEMBER 29, 2011
TO THE INDENTURE
DATED as of MAY 19, 2010,
7.625% SENIOR NOTES DUE 2017
7.875% SENIOR NOTES DUE 2020
First Supplemental Indenture (this First Supplemental Indenture), dated as of November 29, 2011, among Mylan Inc., a Pennsylvania corporation (the Company), Somerset Pharmaceuticals, Inc. (the Guaranteeing Subsidiary), a Delaware corporation and a Subsidiary of the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of May 19, 2010, providing for the issuance of 7.625% Senior Notes due 2017 and 7.875% Senior Notes due 2020 (together, the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee); and
WHEREAS, pursuant to Section 8.01 of the Indenture, the parties hereto are authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. No Recourse Against Others. No director, officer, employee or stockholder of the Company or the Guaranteeing Subsidiary will have any liability for any of the Companys or the Guaranteeing Subsidiarys obligations under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantee.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and by the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: November 29, 2011,
SOMERSET PHARMACEUTICALS, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN INC. | ||
By: | ||
Name: | John D. Sheehan | |
Title: | Executive Vice President and Chief Financial Officer | |
DEY, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY PHARMA, L.P., by Dey, Inc., its general partner | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to May 2010 Supplemental Indenture
DEY LIMITED PARTNER, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
EMD, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MLRE LLC | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Manager | ||
MP AIR, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN BERTEK PHARMACEUTICALS INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN CARIBE, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to May 2010 Supplemental Indenture
MYLAN DELAWARE INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN INSTITUTIONAL INC. (formerly known as UDL Laboratories, Inc.) | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN LLC | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Manager | ||
MYLAN LHC INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN PHARMACEUTICALS INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN TECHNOLOGIES, INC. | ||
By: | ||
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to May 2010 Supplemental Indenture
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: | ||
Authorized Signatory |
Signature Page to May 2010 Supplemental Indenture
Exhibit 4.3
MYLAN INC.,
as Issuer,
SOMERSET PHARMACEUTICALS, INC.,
as Guaranteeing Subsidiary,
The GUARANTORS from time to time parties hereto
and
THE BANK OF NEW YORK MELLON,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED as of NOVEMBER 29, 2011
TO THE INDENTURE
DATED as of SEPTEMBER 15, 2008,
3.75% CASH CONVERTIBLE NOTES DUE 2015
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 29, 2011, among Mylan Inc., a Pennsylvania corporation (the Company), Somerset Pharmaceuticals, Inc. (the Guaranteeing Subsidiary), a Delaware corporation and a Subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to herein (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of September 15, 2008, providing for the issuance of 3.75% Cash Convertible Notes Due 2015 (the Notes);
WHEREAS, the Indenture provides that under the circumstances specified therein that the Guaranteeing Subsidiary shall fully and unconditionally guarantee the Companys obligations under the Notes and the Indenture in accordance with the provisions set forth in Article 11 of the Indenture; and
WHEREAS, pursuant to the provisions of Section 10.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company and the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby provides a Guarantee in respect of the Securities on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 11 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and this Guarantee.
4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND THE WITHIN GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee makes no representations as to, and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of, this Supplemental Indenture or for or in respect of the recitals contained herein, or the within Guarantee all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.
Dated: November 29, 2011,
SOMERSET PHARMACEUTICALS, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY PHARMA, L.P., by Dey, Inc., its general partner | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY LIMITED PARTNER, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
EMD, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to September 2008 Supplemental Indenture
MYLAN CARIBE, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN LHC INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MLRE LLC | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Manager | ||
MP AIR, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN BERTEK PHARMACEUTICALS INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN DELAWARE INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to September 2008 Supplemental Indenture
MYLAN INSTITUTIONAL INC. (formerly known as UDL Laboratories, Inc.) | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN LLC | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Manager | ||
MYLAN PHARMACEUTICALS INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN TECHNOLOGIES, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN INC. | ||
By: |
| |
Name: | John D. Sheehan | |
Title: | Executive Vice President and Chief Financial Officer |
Signature Page to September 2008 Supplemental Indenture
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: |
| |
Authorized Signatory |
Signature Page to September 2008 Supplemental Indenture
Exhibit 4.4
MYLAN INC.,
as Issuer,
DEY, INC.
DEY PHARMA, L.P.
DEY LIMITED PARTNER, INC.
EMD, INC.
MYLAN DELAWARE INC.
MYLAN LHC INC.
and
SOMERSET PHARMACEUTICALS, INC.,
as Guaranteeing Subsidiaries,
The GUARANTORS from time to time parties hereto
and
THE BANK OF NEW YORK MELLON,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED as of NOVEMBER 29, 2011
TO THE INDENTURE
DATED as of MARCH 7, 2007,
1.25% SENIOR CONVERTIBLE NOTES DUE 2012
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 29, 2011, among Mylan Inc., a Pennsylvania corporation (the Company), Dey, Inc., a Delaware corporation, Dey Pharma, L.P., a Delaware limited partnership, Dey Limited Partner, Inc., a Delaware corporation, EMD, Inc., a Delaware corporation, Mylan Delaware Inc., a Delaware corporation, Mylan LHC Inc., a Delaware corporation, Somerset Pharmaceuticals, Inc., a Delaware corporation (each, a Subsidiary of the Company and, together, the Guaranteeing Subsidiaries), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to herein (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of March 7, 2007, providing for the issuance of 1.25% Senior Convertible Notes Due 2012 (the Notes);
WHEREAS, the Indenture provides that under the circumstances specified therein that the Guaranteeing Subsidiaries shall fully and unconditionally guarantee the Companys obligations under the Notes and the Indenture in accordance with the provisions set forth in Article 11 of the Indenture; and
WHEREAS, pursuant to the provisions of Section 10.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Company and the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each of the Guaranteeing Subsidiaries hereby provides a Guarantee in respect of the Securities on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 11 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and this Guarantee.
4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND THE WITHIN GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee makes no representations as to, and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of, this Supplemental Indenture or for or in respect of the recitals contained herein, or the within Guarantee all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.
Dated: November 29, 2011,
DEY, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY PHARMA, L.P., by Dey, Inc., its general partner | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
DEY LIMITED PARTNER, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
EMD, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN DELAWARE INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to March 2007 Supplemental Indenture
MYLAN LHC INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
SOMERSET PHARMACEUTICALS, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MLRE LLC | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Manager | ||
MP AIR, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN BERTEK PHARMACEUTICALS INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN CARIBE, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary |
Signature Page to March 2007 Supplemental Indenture
MYLAN INSTITUTIONAL INC. (formerly known as UDL Laboratories, Inc.) | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN LLC | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Manager | ||
MYLAN PHARMACEUTICALS INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN TECHNOLOGIES, INC. | ||
By: |
| |
Name: Kristin Kolesar | ||
Title: Secretary | ||
MYLAN INC. | ||
By: |
| |
Name: John D. Sheehan | ||
Title: Executive Vice President and Chief Financial Officer |
Signature Page to March 2007 Supplemental Indenture
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: |
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Authorized Signatory |
Signature Page to March 2007 Supplemental Indenture