MYLAN INC., as Issuer, The Guarantors named herein, as Guarantors, and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 15, 2008 3.75% Cash Convertible Notes Due 2015Indenture • September 15th, 2008 • Mylan Inc. • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of September 15, 2008, is among Mylan Inc., a corporation duly organized under the laws of the State of Pennsylvania (the “Company”), the Guarantors (as defined herein) and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).
MYLAN INC. (a Pennsylvania corporation) 3.75% Cash Convertible Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • September 15th, 2008 • Mylan Inc. • Pharmaceutical preparations • New York
GOLDMAN, SACHS & CO. as Representatives of the several Initial Purchasers to be named in the within mentioned Purchase Agreement 4 World Financial Center New York, New York 10080
Confirmation of OTC Convertible Note Hedge Date: September 9, 2008 To: Mylan Inc. (“Counterparty”) From: Wells Fargo Bank, National Association (“Dealer”) Dealer Reference: Dear Sir / Madam: The purpose of this letter agreement (this “Confirmation”)...Mylan Inc. • September 15th, 2008 • Pharmaceutical preparations
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (the “Master Agreement” or “Agreement”), as if we had executed an agreement in such form, including a Credit Support Annex (Bilateral Form — New York law version), (but without any Schedule and with the elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
AMENDMENT TO CONFIRMATIONConfirmation • September 15th, 2008 • Mylan Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT (this “Amendment”) is made as of September 15, 2008, among Merrill Lynch International (“Dealer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Agent”) and Mylan Inc. (“Issuer”).
AMENDMENT dated as of September 9, 2008 to the Confirmation of OTC Warrant Transaction dated as of March 1, 2007 between Mylan, Inc. (formerly Mylan Laboratories Inc.), as seller, Merrill Lynch International, as buyer, and Merrill Lynch, Pierce,...Amendment • September 15th, 2008 • Mylan Inc. • Pharmaceutical preparations • New York
The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Amendment (this “Amendment”).
AMENDMENT dated as of September 9, 2008 to the Additional Confirmation of OTC Warrant Transaction dated as of March 2, 2007 between Mylan, Inc. (formerly Mylan Laboratories Inc.), as seller, Merrill Lynch International, as buyer, and Merrill Lynch,...Mylan Inc. • September 15th, 2008 • Pharmaceutical preparations • New York
The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Amendment (this “Amendment”).
AMENDMENT TO CONFIRMATIONConfirmation • September 15th, 2008 • Mylan Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT (this “Amendment”) is made as of September 15, 2008, between Wells Fargo Bank, National Association (“Dealer”) and Mylan Inc. (“Issuer”).
CALCULATION AGENT AGREEMENTCalculation Agent Agreement • September 15th, 2008 • Mylan Inc. • Pharmaceutical preparations • New York
THIS CALCULATION AGENT AGREEMENT (this “Agreement”) is made this 9th day of September, 2008, among Mylan Inc. (the “Issuer”), Wells Fargo Bank, National Association (“Bank”, and together with the Issuer, the “Transacting Parties”) and Goldman Sachs International (“GSI”, and, in its Calculation Agent and other capacities under the Confirmations (as defined below), the “Calculation Agent”).
