0001193125-11-326149.txt : 20111130 0001193125-11-326149.hdr.sgml : 20111130 20111130171046 ACCESSION NUMBER: 0001193125-11-326149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20111129 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN INC. CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 111234719 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: MYLAN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 d262924d8k.htm 8-K 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 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)

Registrant’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K on May 19, 2010. The 2008 Indenture was filed with the Commission as Exhibit 4.1 to the Company’s Current Report on Form 8-K on September 15, 2008. The 2007 Indenture was filed with the Commission as Exhibit 4.1 to the Company’s 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

EX-4.1 2 d262924dex41.htm EX-4.1 EX-4.1

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 Company’s 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 Company’s or the Guaranteeing Subsidiary’s 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

EX-4.2 3 d262924dex42.htm EX-4.2 EX-4.2

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 Company’s 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 Company’s or the Guaranteeing Subsidiary’s 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

EX-4.3 4 d262924dex43.htm EX-4.3 EX-4.3

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 Company’s 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

EX-4.4 5 d262924dex44.htm EX-4.4 EX-4.4

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 Company’s 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:  

 

  Authorized Signatory

Signature Page to March 2007 Supplemental Indenture