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Actionable news in TEVA: TEVA PHARMACEUTICAL INDUSTRIES LIMITED AMERICAN DEPOSITARY SHARES,

Teva Pharmaceutical Industries: Term Loan Credit Agreement

The following excerpt is from the company's SEC filing.

dated as of

November 16, 2015

among

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

as Parent,

TEVA PHARMACEUTICALS USA, INC.

TEVA CAPITAL SERVICES SWITZERLAND GMBH,

TEVA FINANCE SERVICES B.V.,

TEVA FINANCE SERVICES II B.V.

TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V.,

as Borrowers

THE LENDERS PARTY HERETO FROM TIME TO TIME

CITIBANK, N.A.,

as Administrative Agent

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BARCLAYS

BANK PLC, BNP PARIBAS FORTIS S.A./N.V., CITIBANK, N.A., LONDON BRANCH,

CRED IT SUISSE SECURITIES (USA) LLC, HSBC BANK PLC, MIZUHO BANK, LTD.,

MORGAN STANLEY SENIOR FUNDING, INC., RBC CAPITAL MARKETS AND

SUMITOMO MITSUI BANKING CORPORATION,

as Bookrunners & Mandated Lead Arrangers,

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF

CHINA (LUXEMBOURG) S.A., COMMERZBANK AG, NEW YORK BRANCH, INTESA

SANPAOLO S.P.A., LLOYDS BANK PLC, PNC BANK, NATIONAL ASSOCIATION, THE

TORONTO-DOMINION BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE

BANK OF NOVA SCOTIA AND SCOTIABANK EUROPE PLC,

as Mandated Lead Arrangers,

CRÉDIT INDUSTRIEL ET COMMERCIAL, LONDON BRANCH AND CRÉDIT

INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH,

as Lead Arrangers,

MIZRAHI TEFAHOT BANK LIMITED AND DNB CAPITAL LLC,

as Arrangers

White & Case

5 Old Broad Street

London EC2N 1DW

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Defined Terms

Section 1.02

Terms Generally

Section 1.03

Accounting Terms; GAAP

Section 1.04

Resolution of Drafting Ambiguities

ARTICLE II

THE CREDITS

Section 2.01

Commitments

Section 2.02

Section 2.03

Requests for Loans

Section 2.04

Funding of Loans

Section 2.05

Interest Elections

Section 2.06

Termination and Reduction of Commitments

Section 2.07

Repayment of Loans; Evidence of Debt

Section 2.08

Prepayment of Loans and Mandatory Commitment Reductions

Section 2.09

Section 2.10

Section 2.11

Alternate Rate of Interest

Section 2.12

Increased Costs

Section 2.13

Illegality

Section 2.14

Break Funding Payments

Section 2.15

Section 2.16

Payments Generally; Pro Rata Treatment; Sharing of

Set-offs

Section 2.17

Mitigation Obligations; Replacement of Lenders

Section 2.18

Defaulting Lenders

Section 2.19

Joint and Several Liability of Borrowers

Section 2.20

UK Additional Borrower

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01

Organization; Powers

Section 3.02

Authorization; Enforceability

Section 3.03

Approvals; No Conflicts

Section 3.04

Financial Condition; No Material Adverse Change

Section 3.05

Litigation

Section 3.06

Environmental Matters

Section 3.07

Disclosure

Section 3.08

Solvency

Section 3.09

Section 3.10

Investment Company Status

Section 3.11

Margin Securities

Section 3.12

Properties

Section 3.13

Compliance with Laws and Agreements

Section 3.14

Section 3.15

Pari Passu

Ranking

Section 3.16

Permits, Etc.

Section 3.17

Insurance

Section 3.18

No Filing or Stamp Tax

ARTICLE IV

CONDITIONS

Section 4.01

Funding Date

ARTICLE V

AFFIRMATIVE COVENANTS

Section 5.01

Financial Statements and Other Information

Section 5.02

Notices of Material Events

Section 5.03

Existence; Conduct of Business

Section 5.04

Payment of Taxes

Section 5.05

Maintenance of Properties; Insurance

Section 5.06

Books and Records; Inspection Rights

Section 5.07

Section 5.08

Use of Proceeds

Section 5.09

Environmental Laws, Etc.

Section 5.10

Ratings

ARTICLE VI

NEGATIVE COVENANTS

Section 6.01

Fundamental Changes and Asset Sales

Section 6.02

Fiscal Year and Accounting

Section 6.03

Negative Pledge

Section 6.04

Financial Covenants

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01

Events of Default

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Section 8.01

Appointment and Authority

Section 8.02

Administrative Agent Individually

Section 8.03

Duties of Administrative Agent; Exculpatory Provisions

Section 8.04

Reliance by Administrative Agent

Section 8.05

Delegation of Duties

Section 8.06

Resignation of Administrative Agent

Section 8.07

Non-Reliance

on Administrative Agent and Other Lender Parties

Section 8.08

Trust Indenture Act

Section 8.09

Certain Titles

Section 8.10

Administrative Agent May File Proofs of Claim

ARTICLE IX

GUARANTY

Section 9.01

Guaranty

Section 9.02

Guaranty Absolute

Section 9.03

Waivers and Acknowledgments

Section 9.04

Subrogation

Section 9.05

Subordination

Section 9.06

Continuing Guaranty

ARTICLE X

MISCELLANEOUS

Section 10.01

Section 10.02

Posting of Approved Electronic Communications

Section 10.03

Waivers; Amendments

Section 10.04

Expenses; Indemnity; Damage Waiver

Section 10.05

Successors and Assigns

Section 10.06

Survival

Section 10.07

Counterparts; Integration; Effectiveness

Section 10.08

Severability

Section 10.09

Right of Setoff

Section 10.10

Governing Law; Jurisdiction; Consent to Service of Process

Section 10.11

Waiver of Jury Trial

Section 10.12

Headings

Section 10.13

Confidentiality

Section 10.14

Treatment of Information

Section 10.15

Interest Rate Limitation

Section 10.16

No Waiver; Remedies

Section 10.17

USA Patriot Act Notice; Know Your Customer; OFAC, Sanctions, Anti-Corruption and Anti-Money Laundering Provisions

Section 10.18

Judgment Currency

Section 10.19

No Fiduciary Duty

Section 10.20

Lenders as Swiss Qualifying Banks and Swiss Non-Qualifying Banks; Borrowers as Swiss Loan Parties

Section 10.21

Reference Bank Provisions

Section 10.22

Representation of the Dutch Borrower

SCHEDULES AND ANNEXES

Annex I

Rate Table

Annex II

Tranche B Amortization Table

Schedule 1

Parent Disclosure Schedule

Schedule 2.01

Schedule 3.18

Stamp Taxes

Schedule 6.03

Existing Liens

Schedule 10.20

Swiss Qualifying Bank or Swiss Non Qualifying Bank

EXHIBITS

Exhibit A

Form of Assignment and Assumption

Exhibit B

Form of Borrowing Request

Exhibit C

Form of Interest Election Request

Exhibit D

Form of Compliance Certificate

Exhibit E

Form of Term Loan Note

Exhibit F

Form of Solvency Certificate

Exhibit G

Form of Borrower Accession Notice

TERM LOAN CREDIT AGREEMENT

This Term Loan Credit Agreement (this

or

), dated as of November 16, 2015, is among

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

, an Israeli company registered under

no 52-0013-954,

the registered address of which is at Har Hozvim, Jerusalem, ISRAEL (the

, a Delaware corporation, the principal office of which is at 1090 Horsham Road, North Wales, Pennsylvania, United States of America (

Teva USA

or the

US Borrower

TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V.

besloten vennootschap

incorporated under the laws of the Netherlands, with its official seat (

statutaire zetel

) in Amsterdam, the Netherlands and the registered address of which is Piet Heinkade 107, 1019GM Amsterdam, registered with the Dutch trade register under number 855546876 (the

TEVA FINANCE SERVICES B.V.

, a Curaçao company registered under no. 105859 (0), the registered address of which is at Schout Bij Nacht Doormanweg 40, Curaçao (

Teva Curaçao I

TEVA FINANCE SERVICES II B.V.

, a Curaçao company registered under no. 119570 (0), the registered address of which is at Schout Bij Nacht Doormanweg 40, Curaçao (

Teva Curaçao II

, a company organized under the laws of Switzerland, registered under number CHE-113.868.008 (the

Swiss Borrower

), the UK Additional Borrower (if applicable),

, (the

), and the Lenders (as defined below).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

. As used in this Agreement, the following terms have the meanings specified below:

Acquired Business

means the generic products business and

over-the-counter

(non-prescription)

business of the Seller and its affiliates as further described in the Acquisition Agreement.

means the acquisition of the Acquired Business in accordance with the terms of the Acquisition Agreement.

means the master purchase agreement dated July 26, 2015 between the Parent and the Seller (including the Exhibits and Schedules thereto) as it may be modified, supplemented or amended.

Acquisition Transactions

means the Debt Financing Arrangements, the Equity Bridge Financing Arrangements, the issuance or incurrence of any debt or equity (or hybrid security) financing of the Parent to refinance or replace any portion of the foregoing, the consummation of the Acquisition (including the payment of the consideration in respect thereof), the refinancing of certain Indebtedness of the Target Group to the extent the Cash Consideration (as defined in the Acquisition Agreement) is reduced by such amount or such amount is not material (and provided such Indebtedness is identified in the document delivered pursuant to Section 4.01(k)(i)) and the payment of fees and expenses related to the foregoing.

has the meaning specified in the preamble hereto.

Administrative Questionnaire

means an Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Agents Group

has the meaning specified in

Section 8.02(b)

Aggregate Commitments

means, with respect to any Tranche, the aggregate amount of all of the Lenders Commitments under such Tranche.

has the meaning specified in the preamble hereto.

means each of the United States Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010, each as amended and including all regulations thereunder, and all other similar

anti-corruption

regulations or legislation in other jurisdictions applicable to the Parent or its Subsidiaries.

Anti-Money Laundering Laws

means all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority in any jurisdiction applicable to the Parent or its Subsidiaries, including, without limitation, the Act (as defined in Section 10.17).

Applicable Commitment Fee

means, with respect to each Tranche, for any day with respect to the undrawn Commitment of such applicable Tranche, the percentages per annum specified in the Rate Table in Annex I hereto in the applicable Applicable Commitment Fee row for such Tranche based on the then applicable Rating.

Applicable Margin

means, with respect to each Tranche, for any day with respect to any Loan of such applicable Tranche, the percentages per annum specified in the Rate Table in Annex I hereto in the applicable Applicable Margin row for such Tranche based on the then applicable Rating.

Applicable Percentage

means, (a) with respect to any Tranche A Lender, the percentage of the total Tranche A Aggregate Commitments of all Tranche A Lenders represented by such Tranche A Lenders Tranche A Commitments and (b) with respect to any Tranche B Lender, the percentage of the total Tranche B Aggregate Commitments of all Tranche B Lenders represented by such Tranche B Lenders Tranche B Commitments. If the Aggregate Commitments of any Tranche have terminated or expired, the Applicable Percentages shall be determined based upon the applicable Commitments most recently in effect, giving effect to any assignments.

means each Communication that the Parent is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including any financial statement, financial and other report, notice, request, certificate and other information material;

however

, that, solely with respect to delivery of any such Communication

by the Parent to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agents right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, Approved Electronic Communication shall exclude (i) any notice of borrowing, notice of continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new Loan, (ii) any notice pursuant to

Section 2.08

and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in

Article IV

or any other condition to any Loan or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

Section 10.02

Approved Fund

means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arranger Party

means each of the Bookrunners & Mandated Lead Arrangers, Mandated Lead Arrangers and Lead Arrangers.

means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by

Section 10.05

), and accepted by the Administrative Agent, substantially in the form of

or any other form approved by the Administrative Agent and the Parent.

Availability Period

means the period from and including the Effective Date and ending on the earlier of (i) the Funding Date (but with the ability to draw on the Funding Date), (ii) 12 months from the date the DCM Bridge Facility was signed, (iii) October 31, 2016 (or, if the Marketing Period (as defined in the Acquisition Agreement as in effect on July 31, 2015) has commenced prior thereto, the end of the Marketing Period if after October 31, 2016) or (iv) any termination of the Acquisition Agreement in accordance with its terms.

Bankruptcy Law

has the meaning set forth in

Section 7.01(g)

Basel III

means Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems, Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring and Guidance for National Authorities Operating the Countercyclical Capital Buffer published by the Basel Committee on 16 December 2010, each as amended, supplemental or restated, the Global systemically important banks: assessment methodology and the additional loss absorbency requirement Rules text published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated, and any other finalised form of further guidance, directives or standards published by the Basel Committee or other relevant committee, agency, authority or central bank that addresses such proposals.

means the Basel Committee on Banking Supervision.

BMLA Original Lenders

means each Lender identified as such in

Part (c)

Schedule 2.01

has the meaning set forth on the cover hereof.

means each or any of the US Borrower, the Dutch Borrower, the Swiss Borrower, the Curacao Borrowers or the UK Additional Borrower.

means a request by a Borrower for a Loan in accordance with

Section 2.03

, and being in the form of attached

or any other form approved by the Administrative Agent.

Business Day

means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, Amsterdam, Zurich (only to the extent relating to a matter involving the Swiss Borrower) or London are authorized or required by law to remain closed;

, that, if such day relates to any date to fund a Loan and, at such time that any Lender is based in or is funding from a lending office in France or Luxembourg, the term Business Day shall also exclude any day on which commercial banks in Paris or Luxembourg (as applicable) are authorized or required by law to remain closed.

Cash Acquisition Consideration

means all or a portion of the cash consideration paid as part of the Acquisition.

Change in Law

means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, adoption or application thereof by any Governmental Authority or (c) the making or issuance of, and compliance by the relevant Lender with, any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority. Notwithstanding anything herein to the contrary, (x) the

Dodd-Frank

Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines, requirements and directives promulgated thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Change of Control

shall be deemed to occur upon the occurrence of any one or more of the following:

(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner (as defined in

Rules 13(d)-3

13(d)-5

under the Exchange Act), directly or indirectly, of 35% or more of the voting power or economic interests of the Parent,

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body

was approved by individuals referred to in

clause (i)

above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in

clauses (i)

above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or

(c) the Parent shall cease to directly or indirectly beneficially own and control 100% of the equity interests in any Borrower.

means the Internal Revenue Code of 1986, as amended from time to time.

means, with respect to each Lender, such Lenders Tranche A Commitment or Tranche B Commitment, as the context requires, as applicable.

Commitment Fees

has the meaning specified in

Section 2.09(a)

means each notice, demand, communication, information, document and other material provided for hereunder or under any other Loan Document or otherwise transmitted between the parties hereto relating to this Agreement, the other Loan Documents, or the transactions contemplated by this Agreement or the other Loan Documents.

Consolidated Cash and Cash Equivalents

means, with respect to any Person, the:

(a) cash on hand or on deposit with any bank of such Person; plus

(b) all other assets held by such Person that should be classified as cash equivalents in accordance with GAAP,

included in the cash and cash equivalents accounts listed on the consolidated balance sheet of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP (excluding any such cash or cash equivalents subject to an Encumbrance, other than

non-consensual

Permitted Encumbrances).

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

Controlling

have meanings correlative thereto.

Credit Exposure

means, with respect to any Lender under any Tranche at any time, the sum of the outstanding principal amount of such Lenders Tranche A Loans (in the case of Tranche A Lenders) and Tranche B Loans (in the case of Tranche B Lenders), as applicable, at such time.

Credit Extension

means the making of a Loan by a Lender.

Creditworthy Entity

Section 10.05(b)

Curaçao Borrowers

means collectively Teva Curaçao I and Teva Curaçao II.

means the bridge loan credit agreement between and among et al the Parent, the borrowers party thereto, Citibank, N.A. as Administrative Agent and the lenders thereunder dated September 25, 2015 (as amended from time to time).

means up to US$27,000,000,000 in debt financing (including Loans under this Agreement) to fund a portion of the Acquisition and the related Transactions (including the DCM Bridge Facility and any refinancing or replacement thereof (but not the Equity Bridge Financing Arrangements and any refinancing or replacement thereof)).

Debtor Relief Laws

means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

means any event or condition which constitutes an Event of Default or which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Loan Documents or any combination of any of the foregoing), unless cured or waived, become an Event of Default.

means, subject to

Section 2.18(c)

, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the applicable Borrower in writing that such failure is the result of such Lenders determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable failure, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the applicable Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders obligation to fund a Loan hereunder and states that such position is based on such Lenders determination that a condition precedent to funding (which condition precedent, together with any applicable failure, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the applicable Borrower, to confirm in writing to the Administrative Agent and the applicable Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the applicable Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of

clauses (a) through (d)

above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to

) upon delivery of written notice of such determination to the applicable Borrower and each Lender.

Dollars

dollars

refers to lawful money of the United States of America.

Dutch

Attorney-in-Fact

shall have the meaning assigned to such term in Section 10.22.

shall have the meaning assigned to such term in the preamble hereto, together with its permitted successors and assigns.

Dutch Insolvency Event

means any bankruptcy (

faillissement

), suspension of payments ((

voorlopige

surseance van betaling

), administration (

onderbewindstelling

), dissolution (

ontbinding

), the Dutch Borrower having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (

Invorderingswet 1990

) or Section 60 of the Social Insurance Financing Act of the Netherlands (

Wet Financiering Sociale Verzekeringen

) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (

EBITDA

means, for any Test Period, the consolidated income before income taxes of the Parent and its Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP:

(a) adding thereto (without duplication) the income before income taxes of any Subsidiary or business or assets acquired during that Test Period for the part of that Test Period when it is not a Subsidiary and/or the business or assets were not owned by the Parent or its Subsidiaries, but

(b) excluding the income before income taxes attributable to any Subsidiary or to any business or assets sold during the Test Period,

(c) all as adjusted by the following to the extent they occur during the Test Period (without duplication):

(i) adding back Net Interest Payable;

(ii) excluding from such income before taxes any extraordinary, unusual or

non-recurring

expense or loss (including any extraordinary litigation or claim settlement charges or expenses) or gain (together with the tax consequences of such expense or loss or gain, as the case may be), recorded or recognized by the Parent or any Subsidiary during such Test Period;

(iii) excluding any amount attributed to minority interests to the extent reflected in income before income taxes;

(iv) adding back depreciation and amortization expenses;

(v) adding back any

non-cash

restructuring and

integration costs incurred in respect of restructurings, plant closings, headcount reductions, cost reductions or any other similar action (including, without limitation, with respect to any acquisition) and any other

charges and expenses of the Parent or its Subsidiaries reducing such consolidated income (including, without limitation, compensation expenses realized for the grants of performance shares, stock options, stock purchase rights or other rights to officers, directors and employees of the Parent or any Subsidiary) (but excluding any

charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any

charge, expense or loss relating to

write-offs,

write-downs

or reserves with respect to accounts or inventory);

(vi) adding back any

of deferred financing costs in connection with the prepayment or repurchase of Indebtedness prior to the maturity thereof);

(vii) adding back any fees, costs and expenses incurred by the Parent or any Subsidiary in connection with the making of any acquisition (including, without limitation, any severance or restructuring costs or expenses, whether or not payable in cash, related to such acquisition), the incurrence of Indebtedness or the issuance of capital stock, whether or not the applicable transaction is consummated;

(viii) adding back any fees, costs and expenses in connection with the negotiation, execution and/or original syndication of this Agreement;

(ix) adding back any acquisition related costs, restructuring reserves, adjustments to acquired contingent liabilities and assets, adjustments made for

earn-outs

and other forms of contingent consideration and adjustments made to acquisition related deferred tax asset and income tax reserves incurred by the Parent or its Subsidiaries in connection with the acquisition of, merger, amalgamation or consolidation with, any Person expensed in computing such consolidated net income to the extent the same would have been capitalized prior to the adoption of Statement of Financial Accounting Standards No. 141R, Business Combinations; and

(x) taking no account of any revaluation of an asset or any loss or gain over book value arising on the disposal of an asset (otherwise than in the ordinary course of trading) by the Parent or a Subsidiary during the Test Period, and

(d) subtracting from such consolidated income before income taxes the aggregate amount of all

items increasing such consolidated income before income taxes (other than accrual of revenue or recording of receivables in the ordinary course of business) for such Test Period.

For purposes of this definition, a gain, expense or loss shall only be deemed as being

if either (x) it is classified (in accordance with GAAP) as extraordinary or unusual on the face of the annual or quarterly consolidated financial statements of the Parent or (y) (i) it is a gain, expense or loss realized during the Test Period that in the good faith judgment of senior management of the Parent is not reasonably likely to recur within the two years following such period and (ii) there has not been another gain, expense or loss identical or similar to such gain, expense or loss realized within the preceding two years.

With respect to any period during which an acquisition or asset sale has occurred (each, a

Subject Transaction

), for purposes of determining the Interest Cover Ratio and the Total Consolidated Net Debt to EBITDA ratio, without duplication of clauses (a) and (b) above, EBITDA shall be calculated with respect to such period on a pro forma basis using the historical audited financial statements of any business so acquired (as if such acquisition had been effected on the first day of such Test Period) or sold (as if such sale had been effected immediately prior to the beginning of such Test Period).

means the first Business Day on which the conditions precedent of

are each satisfied in full or waived.

means any Person to whom a Loan, Commitment and other rights and obligations under this Agreement may be assigned in accordance with

Embargoed Person

shall mean any party that (i) is publicly identified on the most current list of Specially Designated Nationals and Blocked Persons or the Sectoral Sanctions Identifications List and the List of Foreign Sanctions Evaders issued by OFAC or a similar list issued by the United Nations Security Council, the European Union, Her Majestys Treasury or the Foreign and Commonwealth Office of the United Kingdom or any other relevant sanctions authority, or is owned or controlled by or acting on behalf of such a party, or resides or is located in, is organized or chartered, or has a place of business in a country or territory subject to sanctions or embargo programs of such sanctions authorities (currently the Crimea region, Cuba, Iran, North Korea, Sudan and Syria) or is owned or controlled by or acting on behalf of such a party or (ii) is publicly identified as prohibited from doing business with the United States under any Sanctions, the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other requirement of law.

means mortgage, charge, pledge, lien, assignment by way of security, hypothecation, security interest, title retention, preferential right or trust arrangement or any other security agreement or arrangement having a similar effect.

means any statutory or common law, treaty, convention, directive or regulation having legal or judicial effect whether of a criminal or civil nature, concerning the environment, the preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Materials or to health and safety matters.

Equity Bridge Commitments

means commitments under the Equity Bridge Financing Arrangements.

means up to US$6,750,000,000 in loans under an equity bridge loan credit facility pursuant to the commitment letter relating thereto dated July 31, 2015 and/or definitive documentation with respect to the same.

means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

ERISA Affiliate

means, with respect to any Person, any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414 of the Code.

ERISA Event

means (a) any reportable event, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the

30-day

notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required installment under Section 430(j) of the Code, as amended by the Pension Protection Act of 2006, with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by the Parent or any Subsidiary or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by the Parent, any Subsidiary or any of their ERISA Affiliates from the Pension Benefit Guaranty Corporation (or any successor entity performing similar functions) or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any of the Parent, any of its Subsidiaries or any of their ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any of the Parent, any of its Subsidiaries or their ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the substantial cessation of operations within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security or the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (k) the occurrence of a

non-exempt

prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any of the Parent or any of its Subsidiaries; and (l) any event similar to any event described in (a) through (k) above but with respect to a

Non-US

Plan.

Eurocurrency

, when used in reference to any Loan, refers to a Loan which bears interest at a rate determined by reference to the LIBO Rate.

has the meaning assigned to such term in

Article VII

means the Securities Exchange Act of 1934, as amended.

Excluded Taxes

means, with respect to the Administrative Agent, any Lender or other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, by any state (including any locality or subdivision thereof) or the District of Columbia or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America, any state thereof or the District of Columbia or any similar tax imposed by any other jurisdiction in which the Administrative Agent, such Lender or such other recipient is located, (c) in the case of a Lender (other than an assignee pursuant to a request by a Borrower under

Section 2.17(b)

), any withholding tax that is attributable to such Lenders failure to comply with

Section 2.15(f)

, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Borrower with respect to such withholding tax pursuant to

Section 2.15(a)

, and (d) any U.S. withholding Taxes imposed under FATCA.

Executive Order

means the United States Executive Order No. 13224 of September 23, 2001, entitled Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism.

Existing Loans

means (a) the Senior Unsecured Revolving Credit Agreement among et al. the Parent and Citibank, N.A., as administrative agent, dated December 18, 2012 (as amended from time to time) and/or (b) the Senior Unsecured Japanese Yen Term Loan Agreement among et al. the Parent, Teva Holdings K.K. and Mizuho Bank, Ltd., as administrative agent, dated December 17, 2013 and/or (c) the Senior Unsecured Fixed Rate Japanese Yen Term Loan Credit Agreement dated among et al. the Parent, Teva Holdings G.K. and Sumitomo Mitsui Banking Corporation, as administrative agent, dated March 28, 2012 (in each case as the same may be amended, restated or refinanced from time to time).

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements to implement such provisions of the Code.

Federal Funds Effective Rate

means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds Effective Rate, determined as provided above, would otherwise be less than zero, then the Federal Funds Effective Rate shall be deemed to be zero for all purposes.

Fee Letters

means the administrative agency fee letter agreement relating to this Agreement among the Parent and the Administrative Agent, as the same may be amended from time to time, the Up Front Fees Letter and any other document designated as a Fee Letter by the Parent and the Administration Agent, as the same may be amended from time to time.

Financial Officer

means with respect to any Loan Party, the chief financial officer, principal accounting officer, treasurer or controller of such Loan Party.

means with respect to the Parent and its Subsidiaries the (i) sale, transfer or other disposition of any of the assets or property owned by the Parent or its Subsidiaries on terms whereby they are leased or

re-acquired

by the Parent or its Subsidiaries, (ii) sale, transfer or other disposition of any of its receivables on recourse terms, (iii) entering into any arrangement under which money or the benefit of a bank or other account may be applied,

set-off

or made subject to a combination of accounts, or (iv) entering into any other preferential arrangement having a similar effect, in each case in circumstances where the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing or refinancing all or part of the acquisition of assets or property or the cost of installation, construction or improvement thereof, in each case which results in an Encumbrance on such assets or property.

Foreign Lender

means any Lender that is organized under the laws of a jurisdiction other than that in which the applicable Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

means the day as of or following the Effective Date when the drawdown of the Term Loans occur.

means generally accepted accounting principles in the United States of America. Subject to the provisions of

Section 6.02(b)

, the Borrower may elect to apply International Financial Reporting Standards (

) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement);

that any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrowers election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP (subject to

). The Borrower shall give prompt notice of any such election made in accordance with this definition to the Administrative Agent and the Lenders.

means the government of the United States of America or Israel or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including

self-regulatory

body), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any

supra-national

bodies such as the European Union or the European Central Bank).

Guarantor

means the Parent.

means the Guaranty issued by the Parent pursuant to

Article IX

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature, in each case regulated pursuant to any Environmental Law.

means International Financial Reporting Standards as issued by the International Accounting Standards Board.

of a Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)

any Encumbrance on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (

that the amount of such Indebtedness shall be the lesser of (x) the fair market value of such property at such date of determination (as determined in good faith by the Borrower) and (y) the aggregate principal amount of such Indebtedness of such other Person), (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers acceptances.

The indebtedness of any Person shall include the indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Persons ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such indebtedness expressly provide that such Person is not liable therefor, provided however, that Indebtedness of any Person shall not include (A) trade payables; (B) any contingent obligations incurred in connection with letters of credit, letters of guaranty or similar instruments obtained or created in the ordinary course of business to support obligations of such Person that do not constitute Indebtedness; or (C) endorsements of checks, bills of exchange and other instruments for deposit or collection in the ordinary course of business.

Indemnified Taxes

means Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document.

means, with respect to any Test Period, the ratio of (i) EBITDA for such Test Period to (ii) Net Interest Payable during such Test Period.

means a request by a Borrower to continue a Loan in accordance with

Section 2.05

, and being in the form of attached

or such other form approved by the Administrative Agent and the Parent.

means all interest, acceptance commission and any other continuing, regular or periodic costs and expenses in the nature of interest and amortization of debt discount (whether paid, payable or capitalized), incurred by the Parent and its consolidated Subsidiaries in effecting, servicing or maintaining Total Consolidated Debt during a Test Period but excluding exchange differentials;

, with respect to any period during which a Subject Transaction has occurred, for purposes of determining the Interest Cover Ratio, Interest Payable shall be calculated with respect to such period on a pro forma basis using the consolidated financial statements of the Parent and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period.

Interest Payment Date

means the last day of the Interest Period applicable to any such Loan.

means, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower may elect;

that (i) if any Interest

Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day and (ii) any Interest Period pertaining to a Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes of this definition, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent continuation of such Loan.

Interest Receivable

means, in respect of any Test Period, interest and amounts in the nature of interest received during that period by the Parent and its consolidated Subsidiaries, calculated on a pro forma basis (as set forth in the proviso of the definition of Interest Payable) to the extent a Subject Transaction occurred during such Test Period.

Interpolated Rate

means, in relation to the LIBO Rate, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) which results from interpolating on a linear basis between:

(i) the applicable LIBO Rate for Dollars for the longest period (for which that LIBO Rate is available) which is less than the Interest Period of that Loan; and

(ii) the applicable LIBO Rate for Dollars for the shortest period (for which that LIBO Rate is available) which exceeds the Interest Period of that Loan,

each as of approximately 11:00 a.m., London time two Business Days prior to the commencement of such Interest Period of that Loan. When determining the rate for a period which is less than the shortest period for which the LIBO Rate for Dollars is available, the applicable LIBO Rate for purposes of clause (i) above shall be deemed to be the Overnight Rate.

shall have the meaning assigned to such term in

Section 10.18

Judgment Currency Conversion Date

has the meaning set forth on the cover hereof.

Lender Party

means any Lender.

Lender Party Appointment Period

has the meaning assigned in

Section 8.06

means each Tranche A Lender and Tranche B Lender, as applicable.

means, for any Interest Period, (i) the rate per annum equal to the offered rate which appears on the page of the Thomson Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period (the

Quotation Day

), or (ii) if the rate

referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the London interbank offered rate for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m., London time on the Quotation Day, provided that if no LIBO Rate is quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the LIBO Rate shall be equal to the Interpolated Rate for Dollars; provided however that at no point shall the LIBO Rate for purposes of this Agreement be less than zero.

means this Agreement, each Note, the Fee Letters, the Mandate Letter and all other agreements, certificates, documents, instruments and writings at any time delivered in connection herewith or therewith (exclusive of term sheets and commitment letters).

means the Parent and the Borrowers.

shall mean any Term Loan made by the Lenders to any of the Borrowers pursuant to this Agreement.

means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

means the Mandate Letter with respect to this Agreement between the Parent and the Bookrunners & Mandated Lead Arrangers dated October 15, 2015.

has the meaning set forth on the cover hereof.

Material Adverse Effect

means any event or circumstance which:

(a) is materially adverse to:

(i) the business, operations or financial condition of the Loan Parties and their Subsidiaries, taken as a whole; or

(ii) the ability of the Loan Parties to perform their financial obligations (including both payment obligations and compliance with financial covenants) under any Loan Document; or

(b) affects the validity or the enforceability against any Loan Party of any Loan Document.

Material Indebtedness

means, Indebtedness (other than the Loans), of any one or more of the Parent and its Subsidiaries in an aggregate principal amount exceeding US$200,000,000 (or its equivalent in other currencies).

Material Subsidiary

means at any date, (a) any Subsidiary of the Parent that is a Borrower, (b) any Subsidiary of the Parent that would be a significant subsidiary as defined in Article 1,

Rule 1-02

Regulation S-X

(as in effect on July 31, 2015) promulgated by the United States Securities and Exchange Commission (

that references therein to 10% shall for purposes hereof be 5%) as of the last day of the then most recently ended fiscal year,

and (c) for the purpose of ascertaining whether an Event of Default has occurred only, any Subsidiary which, when aggregated with all other Subsidiaries that are not otherwise Material Subsidiaries and as to which any event described in the Events of Default clause has occurred and is continuing, would constitute a Material Subsidiary in accordance with the criteria in clause (b) above.

Maturity Date

means the Tranche A Maturity Date or the Tranche B Maturity Date, as applicable.

Moodys

means Moodys Investors Service, Inc. and its successors.

means a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any of the Parent, its Subsidiaries or any of their ERISA Affiliates is then making or accruing an obligation to make contributions; (b) to which any of the Parent, its Subsidiaries or their ERISA Affiliates has within the preceding five plan years made contributions; or (c) with respect to which any of the Parent or its Subsidiaries could incur liability.

Net Cash Proceeds

means for any event requiring a reduction of the Commitments and/or repayment of Loans pursuant to this Agreement, as the case may be, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such event, net of reasonable transaction costs (including, as applicable, any underwriting, brokerage or other customary commissions and reasonable legal, advisory and other fees and expenses associated therewith (but not including any principal, interest, fees, costs (including payments required by Section

) and expenses under this Agreement in relation to the reduction of the Commitments and/or repayment of Loans) received from any such event.

means Interest Payable less Interest Receivable.

Non-Defaulting

means and includes each Lender other than a Defaulting Lender.

Non-refundable Portion of Swiss Withholding Tax

shall have the meaning assigned to such term in Section 2.10(f).

means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any of the Parent or its Subsidiaries with respect to employees employed outside the United States.

Section 2.07(e)

Obligation Currency

means the U.S. Department of the Treasurys Office of Foreign Assets Control.

means the Persons listed on

Other Taxes

means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

means, for any day, the greater of the Federal Funds Effective Rate and an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

has the meaning specified in the preamble hereto.

means Schedule 1.

Parent SEC Documents

means the documents publicly filed with or publicly furnished to the United States Securities and Exchange Commission by the Parent prior to July 31, 2015.

Participant

has the meaning set forth in

Section 10.05(d)

Participant Register

Payment Material Adverse Effect

(a) is materially adverse to the ability of the Loan Parties to perform their payment obligations under any Loan Document; or

(b) affects the validity or the enforceability against any Loan Party of any Loan Document.

Section 6.03

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any of the Parent, its Subsidiaries or any of their ERISA Affiliates or with respect to which any of the Parent or its Subsidiaries could incur liability (including under Section 4069 of ERISA).

Professional Lender

Qualified Securitization Transaction

means any transaction or series of transactions entered into by the Parent or any of its Subsidiaries pursuant to which the Parent or such Subsidiary sells, conveys or otherwise transfers to a Securitization Entity, or grants a security interest in for the benefit of a Securitization Entity, any Receivable Assets (whether now existing or arising or acquired in the future), or otherwise contributes to the capital of such Securitization Entity, in a transaction in which such Securitization Entity finances its acquisition of or interest in such Receivable Assets by selling or borrowing against such Receivable Assets;

that such transaction is

non-recourse

to the Parent and its Subsidiaries (except for Standard Securitization Undertakings).

has the meaning ascribed to it in the definition of LIBO Rate.

refers to the credit rating of the Parent in respect of its senior unsecured

long-term

indebtedness for borrowed money from Moodys and S&P.

Receivable Assets

means ordinary course of business accounts receivable of the Parent or any of its Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and/or

receivables-discount-without-recourse

schemes.

Section 2.11

Reference Bank Rate

Reference Bank Quotation

Section 10.05(c)

Related Parties

means, with respect to any specified Person, such Persons Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Persons Affiliates.

Relevant Interbank Market

means the London interbank market.

Required Lenders

means, at any time,

Lenders having Credit Exposures or unused Commitments, as applicable, representing more than 50% of the sum of the total Credit Exposures or unused Commitments, as applicable, of all Non Defaulting Lenders at such time.

Required Tranche Lenders

means, at any time, with respect to decisions relating to Commitments under any particular Tranche, Non Defaulting Lenders of the applicable Tranche having Credit Exposures or unused Commitments (as applicable) of the applicable Tranche representing more than 50% of the sum of the total Credit Exposures or unused Commitments (as applicable) under the applicable Tranche of all Non-Defaulting Lenders of the applicable Tranche at such time.

Responsible Officer

means a chief financial officer, treasurer or assistant treasurer of the Parent.

Restricted Sub-Participation

means a sub-participation of the rights and/or the obligations of a Lender under this Agreement which is not substantially in the form recommended for participations as of the Signing Date by the Loan Market Association or the Loan Syndications and Trading Association and would cause the participant of any such sub-participation to be counted towards the threshold of Swiss Non-Qualifying Banks under the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations.

means Standard & Poors Ratings Services, a division of

McGraw-Hill, Inc.,

means any sanctions administered, enacted or enforced by the United States (including OFAC and the U.S. Department of State), the United Nations Security Council, the European Union, Switzerland, Her Majestys Treasury or the Foreign and Commonwealth Office of the United Kingdom or any other relevant sanctions authority.

means the U.S. Securities and Exchange Commission.

means a Person (which may include a special purpose vehicle and/or a financial institution) to which the Parent or any Subsidiary transfers Receivable Assets for purposes of a securitization financing, and with respect to which:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such entity (a) is guaranteed by the Parent or any Subsidiary of the Parent (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates the Parent or any Subsidiary of the Parent (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of the Parent or any Subsidiary of the Parent (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the Receivable Assets (whether in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by the Parent or any Subsidiary of the Parent,

(2) neither the Parent nor any Subsidiary of the Parent has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Parent or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and

(3) neither the Parent nor any Subsidiary of the Parent has any obligation to maintain or preserve such entitys financial condition or cause such entity to achieve certain levels of operating results (it being understood that (i) obligations of the Parent or other Subsidiaries to transfer Receivable Assets to the Securitization Entity, (ii) obligations of the Parent or any other Subsidiary to procure such transfers of Receivable Assets to the Securitization Entity, and (iii) Receivable Asset performance measures or credit enhancement measures shall not constitute an obligation to preserve the Securitization Entitys financial condition or to cause it to achieve certain levels of operating results).

means Allergan plc and its Affiliates.

means 2015.

Solvent

means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such

Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Persons ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Persons property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

means representations, warranties, covenants and indemnities reasonably customary (as determined by the Parent acting in good faith) in accounts receivable securitization transactions and/or

schemes in the applicable jurisdictions, including, to the extent applicable, in a manner consistent with the delivery of a true sale/absolute transfer opinion with respect to any transfer by the Parent or any Subsidiary.

has the meaning specified in the definition of

means, with respect to any Person (the

) at any date, (i) any Person the accounts of which would be consolidated with those of the parent in the parents consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all such ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other Person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise,

refers to a Subsidiary of the Parent.

has the meaning set forth in the preamble hereto.

Swiss Guidelines

means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (

Merkblatt Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (

Interbankguthaben) vom 22. September 1986), guideline S-02.122.1 in relation to bonds of April 1999 (

Merkblatt Obligationen vom April 1999

), guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (

Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner

), guideline S-02.128 in relation to syndicated credit facilities of January 2000 (

Merkblatt Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom Januar 2000

), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (

Kreisschreiben Nr. 34 Kundenguthaben vom 26. Juli 2011

) and the circular letter No. 15 of 7 February 2007 (1-015-DVS-2007) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (

Kreisschreiben Nr. 15 Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben vom 7. Februar 2007

), in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time.

Swiss Loan Party

means each of the Swiss Borrower and each of the Curaçao Borrowers.

means a Person which does not qualify as a Swiss Qualifying Bank.

means a financial institution which (i) qualifies as a bank pursuant to the banking laws in force in its country of incorporation, or, if acting through a branch in accordance with the banking laws in the jurisdiction of such branch, (ii) carries on a true banking activity in such jurisdiction as its main purpose, and (iii) has personnel, premises, communication devices and decision-making authority of its own, all as per explanatory notes of the Swiss Federal Tax Administration No. S-02-123(9.86) and No. S-02.128(1.2000) or legislation or explanatory notes addressing the same issues which are in force at such time.

means any withholding tax in accordance with the Swiss Federal Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer) and any successor provision, as appropriate.

means the Acquired Business, including each corporate entity acquired as part of the Acquired Business assets.

means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Ten Non-Bank Regulations

means the rule that the aggregate number of creditors (including the Lenders) under the Loans, which are Swiss Non-Qualifying Banks, must not exceed 10 (ten), all in accordance with the meaning of the applicable Swiss Guidelines.

means any Tranche A Loan or Tranche B Loan made pursuant to

Section 2.01

Term Loan Commitment

means each of the Tranche A Commitments and the Tranche B Commitments.

in effect at any time shall mean the period of four consecutive financial quarters of the Parent ended on or prior to such time (taken as one accounting period) in respect of which quarterly or annual financial statements are required to be delivered pursuant to

Section 5.01

(without giving effect to any grace periods applicable thereto).

means, as of any date of determination, the aggregate amount of all outstanding Indebtedness of the Parent and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

means, at any date of determination, the Total Consolidated Debt less Consolidated Cash and Cash Equivalents of the Parent and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

when used in reference to any Loan, refers to whether such Loan is a Tranche A Loan or a Tranche B Loan, or when used in reference to any commitment, refers to whether such commitment is a Tranche A Commitment or a Tranche B Commitment, in each case, under this Agreement of which such Loan or Commitment shall be a part.

Tranche A Aggregate Commitments

means the aggregate amount of all of the Tranche A Lenders Tranche A Commitments.

means, with respect to any Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A Loans expressed as an amount representing the maximum aggregate amount of such Tranche A Lenders potential Credit Exposure hereunder in respect of Tranche A Loans, as such commitment may (x) be reduced from time to time pursuant to

Section 2.06

, and (y) increased or reduced from time to time pursuant to assignments by or to such Tranche A Lender pursuant to

. The initial amount of each Tranche A Lenders Tranche A Commitment is set forth on Schedule 2.01 Part (a), or in the Assignment and Assumption pursuant to which such Tranche A Lender shall have assumed its Tranche A Commitment, as applicable. The initial aggregate amount of the Tranche A Lenders Tranche A Commitments is US$2,500,000,000.

means the Persons listed on Schedule 2.01 Part (a) and any other Person that shall have become a party hereto as a Tranche A Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party as a Tranche A Lender hereto pursuant to an Assignment and Assumption.

means the date that is 3 years from the Signing Date (being November 16, 2018).

means a Loan made pursuant to

Section 2.01(a)

means the aggregate amount of all of the Tranche B Lenders Tranche B Commitments.

means, with respect to any Tranche B Lender, the commitment of such Tranche B Lender to make Tranche B Loans, expressed as an amount representing the maximum aggregate amount of such Tranche B Lenders potential Credit Exposure hereunder, as such commitment may (x) be reduced from time to time pursuant to

, and (y) increased or reduced from time to time pursuant to assignments by or to such Tranche B Lender pursuant to

. The initial amount of each Tranche B Lenders Tranche B Commitment is set forth on

Schedule 2.01 Part (b)

, or in the Assignment and Assumption pursuant to which such Tranche B Lender shall have assumed its Tranche B Commitment, as applicable. The initial aggregate amount of the Tranche B Lenders Tranche B Commitments is US$2,500,000,000.

Schedule 2.01 Part (b)

, and any other Person that shall have become a party hereto as a Tranche B Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto as a Tranche B Lender pursuant to an Assignment and Assumption.

means a Loan made pursuant to Section 2.01(b).

means the date that is 5 years from the Signing Date (being November 16, 2020).

means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and the Acquisition Transactions.

means the rule that the aggregate number of creditors (including the Lenders), other than Swiss Qualifying Banks, of the Swiss Loan Parties under all outstanding debts relevant for classification as debenture (

Kassenobligation

) (within the meaning of the applicable Swiss Guidelines and Swiss tax laws), such as (intragroup) loans (if and to the extent intragroup loans are not exempt), facilities and/or private placements (including under the Loan Documents) must not at any time exceed 20 (twenty), all in accordance with the meaning of the applicable Swiss Guidelines.

means a wholly-owned Subsidiary of the Parent incorporated in England as a private limited liability company that becomes a Borrower under this Agreement in accordance with Section

means the Up Front Fees Letter relating to this Agreement dated as of October 15, 2015 among the Parent and the Bookrunners & Mandated Lead Arrangers.

has the meaning specified in the preamble hereto.

means value added tax as provided for by Israel, Switzerland, England, the Netherlands or Curaçao and any other tax of a similar nature in any jurisdiction.

means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02

. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Persons successors and assigns, (c) the words herein, hereof and hereunder, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles,

Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and, unless the context requires otherwise, shall include without limitation (x) any applicable Israeli or foreign statute, law (including any rules or regulations promulgated under any such statute or law), regulation, treaty, rule, official directive, request or guideline of any of the Israeli or foreign national, state, local, municipal, or other governmental, fiscal, monetary or regulatory body, agency, department or regulatory,

or other authority or organisation, whether or not having the force of law (but if not having the force of law, one which applies generally to the class or category of financial institutions of which any Lender or the Administrative Agent forms a part and compliance with which is in accordance with the general practice of those financial institutions), including the instructions of Israeli Supervisor of Banks with respect to proper conduct of banking affairs (

Horaot Nihul Bankai Takin

) if applicable to any such Person and (y) any applicable decision of any competent court or other judicial body, (f) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) as used herein, the obligation of any Loan Party under this Agreement or any other Loan Document in respect of interest accruing under this Agreement or the other Loan Documents shall be deemed to include without limitation any interest accruing during the pendency of, or after the filing of any petition in respect of, any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowable or allowed in such proceeding, and (h) in this Agreement, where it refers to the Dutch Borrower, a reference to (i) a security interest includes any mortgage (

hypotheek

), pledge (

pandrecht

retention-of-title

arrangement (

eigendomsvoorbehoud

), a right of retention (

recht van retentie

), right to reclaim goods (

recht van reclame

), privilege (

voorrecht

) and, in general, any right in rem (

beperkt recht

) created for the purpose of granting security (

goederenrechtelijk zekerheidsrecht

), (ii) a director in relation to the Dutch Borrower, means a managing director (

bestuurder

) and board of directors means its management board (

), (iii) an insolvency, liquidation or administration includes the Dutch Borrower being declared bankrupt (

failliet verklaard

), being subject to emergency measures (

noodregeling

) or dissolved (

ontbonden

), (iv) a moratorium includes

and being subject to a moratorium includes

surseance verleend

, (v) any insolvency, liquidation or administration or any steps taken in connection therewith include the Dutch Borrower having filed a notice under section 36 of the Dutch Tax Collection Act (

) or section 23 of the Sectoral Pension Fund (Obligatory Membership) Act 2000 (

Wet verplichte deelneming in een bedrijf pensioenfonds 2000

), (vi) a receiver or trustee in bankruptcy includes a curator, (vii) an administrator includes a

bewindvoerder

, (viii) an attachment refers to an ex

ecutoriaal beslag

and attaching or taking possession of (any of those terms) includes

beslag leggen

, (ix) a necessary action to authorise where applicable, includes without limitation: (a) any action required to comply with the Works Councils Act of the Netherlands (

Wet op de ondernemingsraden

); and (b) obtaining an unconditional positive advice (

advies

) from the competent works council(s) if a positive advice is required pursuant to the Dutch Works Councils Act (

Wet op de ndernemingsraden

); (xi) a merger includes a

juridische fusie

and a demerger includes a

juridische splitsing

; (xii) wilful misconduct means

; (xiii) gross negligence means

grove schuld

and negligence means

; and (xiv) terms such as liquidation, reorganization, administration, receivership, winding up, dissolution and terms of similar import, for purposes of the Swiss Borrower shall be deemed to include a postponement of the declaration of bankruptcy in accordance with Article 725a of the Swiss Code of Obligations, a composition suspension

Nachlasstundung

) and composition proceeding (

Nachlassverfahren

) pursuant to Articles 293 et seq. of the Swiss Federal Debt Collection and Bankruptcy Statute (and terms such as receiver, administrator, liquidator, custodian and trustee and terms of similar import shall be deemed to include an administrator of the bankrupt estate (

Konkursverwalter

), composition officer (

Sachwalter

) or liquidator (Liquidator)). RBC Capital Markets is a brand name for the business activities of Royal Bank of Canada.

Section 1.03

. All accounting terms not specifically defined shall be construed in accordance with GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof, subject to

Section 1.04

. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

Section 2.01

. Subject to the terms and conditions set forth herein, (a) each Tranche A Lender severally agrees to make Tranche A Loans (denominated in dollars) to one or more of the Borrowers on a single Business Day during the Availability Period in an aggregate principal amount that will not result in (i) such Tranche A Lenders applicable Credit Exposure exceeding such Tranche A Lenders Tranche A Commitment or (ii) the sum of the total applicable Credit Exposures exceeding the total Tranche A Commitments and (b) each Tranche B Lender agrees to make Tranche B Loans (denominated in dollars) to one or more of the Borrowers on a single Business Day during the Availability Period in an aggregate principal amount that will not result in (i) such Tranche B Lenders applicable Credit Exposure exceeding such Tranche B Lenders Tranche B Commitment or (ii) the sum of the total applicable Credit Exposures exceeding the total Tranche B Commitments. Except for Commitments held by a Defaulting Lender, the Commitments may only be drawn on a single Funding Date and any unutilized Commitments shall automatically terminate following the Funding Date. There shall be only one Funding Date under this Agreement. The Borrower may choose to borrow on the Funding Date from either both or only one Tranche, in such amounts as it determines in its discretion up to the applicable Commitments and the Tranche A Loans and Tranche B Loans need not be borrowed on a pro rata basis between the Tranches. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Section 2.02

(a) Each Loan shall be made by the applicable Lenders under the applicable Tranche ratably in accordance with their respective Commitments for Loans in respect of such Tranche. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lenders failure to make Loans as required. All Loans hereunder shall be Eurocurrency Loans.

(b) Each Loan shall be denominated in dollars. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan;

that any exercise of such options shall not affect the obligation of the applicable Borrowers to repay such Loan in accordance with the terms of this Agreement. If requested by the Administrative Agent, each Lender so requested shall promptly provide to the Administrative Agent an Administrative Questionnaire, which shall among other things, specify the lending office to be used by such Lender.

(c) The borrowing or continuation of Loans hereunder shall be in an aggregate amount that is an integral multiple of US$50,000,000. Loans of more than one applicable Interest Period may be outstanding at the same time;

that there shall not at any time be more than a total of five Loans with differing Interest Periods outstanding.

(d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to continue, any Loan if the Interest Period requested with respect thereto would end after the Tranche A Maturity Date or Tranche B Maturity Date (as applicable).

Section 2.03

. To request a Loan the applicable Borrower shall notify the Administrative Agent of such request in writing, not later than 9:00 a.m., London time, two Business Days before the date of the proposed Loan. The Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request, signed by the applicable Borrower. Following such confirmation, the Borrowing Request shall be irrevocable and binding on the Borrower. Each such written Borrowing Request shall specify the following information in compliance with

(i) the name and jurisdiction of the applicable Borrower;

(ii) the aggregate principal amount of the requested Loan;

(iii) the date of such Loan, which shall be a Business Day (which must be followed a consecutive calendar day which is a Business Day);

(iv) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term Interest Period (and the anticipated date of the end of such Interest Period which may not continue after the relevant Maturity Date);

(v) that the conditions set forth in

have been satisfied in full as of the date of the notice; and

(vi) the location and number of the applicable Borrowers account to which funds are to be disbursed, which shall comply with the requirements of

Section 2.04.

If any Borrower requests a borrowing of a Loan, but fails to specify an Interest Period, such Borrower will be deemed to have specified an Interest Period of one months duration. Promptly following receipt of a Borrowing Request in accordance with this Section, and no later than two Business Days prior to the date of such Loan, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lenders Loan to be made as part of the requested Loan.

For the avoidance of doubt, the Borrowing Request may be delivered at any time from and after the execution and delivery of this Agreement by the parties hereto, regardless of whether the Effective Date has occurred, and though no Credit Extensions may occur until the Effective Date and until after the other applicable conditions have been waived or satisfied in accordance with this Agreement, the other duties and obligations of the parties hereto shall apply from and after the execution and delivery of this Agreement by the parties hereto (and for the avoidance of doubt from and after such execution and delivery, Commitment Fees shall begin to toll and

Sections 2.12

shall apply).

Section 2.04

(a) Each Lender shall make the funds in respect of each Loan to be made by it hereunder on the proposed Funding Date by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will (subject to receipt of the same from the Lenders and the prior or concurrent satisfaction or waiver of the conditions precedent set forth in Section

) make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the applicable Borrower in the applicable Borrowing Request on the Funding Date. For the avoidance of doubt, if the Administrative Agent does not receive the funds from the Lenders, the Administrative Agent shall not be obliged to make an equivalent amount available to the Borrower.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lenders share of such Loan, the Administrative Agent may (but is not required to) assume that such Lender has made such share available on such date in accordance with this

and may (in its sole discretion), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing and (ii) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lenders Loan included in such Loan. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c) To the extent reasonably necessary in connection with the consummation of the Acquisition Transactions, if the funding mechanisms contained herein will not permit the prompt funding of a portion of the Cash Consideration due to be funded by the Loans, the Parent, the Administrative Agent and the Lenders shall negotiate in good faith to either amend these provisions, or agree a separate funding and closing schedule, in each case to the extent reasonably practicable in all respects (including operationally) (which determination shall be in the sole discretion of the Administrative Agent and each Lender).

Section 2.05

(a) Each Loan shall have an initial Interest Period as specified in the applicable Borrowing Request. Thereafter, the applicable Borrower may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower may elect different options with respect to different portions of the affected Loan, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Loan, and the Loans comprising each such portion shall be considered a separate Loan.

(b) To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election in writing by the time that a Borrowing Request would be required under

. Each such written Interest Election Request shall be delivered to the Administrative Agent and signed by the applicable Borrower. Following such delivery, the Interest Election Request shall be irrevocable.

(c) Each Interest Election Request shall specify the following information in compliance with

(i) the Loan to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Loan (in which case the information to be specified pursuant to

clause (iii)

below shall be specified for each resulting Loan);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and

(iii) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term Interest Period (and the anticipated date of the end of such Interest Period which may not continue after the relevant Maturity Date)).

If any such Interest Election Request requests a continuation of any Loans but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one months duration (but which under no circumstances may continue after the relevant Maturity Date).

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lenders portion of each resulting Loan.

(e) If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Loan prior to the end of the Interest Period applicable thereto, then, unless such Loan is repaid as provided herein, the Administrative Agent shall forthwith so notify such Borrower whereupon each such Loan shall, subject to

Sections 2.11

, continue with an Interest Period of one months duration.

Section 2.06

(a) Unless previously terminated, all unutilized Commitments shall automatically terminate at the end of the Availability Period.

(b) The Parent may at any time terminate in whole, or from time to time reduce in part, the Commitment in respect of any Tranche;

that each reduction of the Commitment shall be in an amount that is an integral multiple of US$5,000,000 and not less than US$10,000,000.

(c) The Parent shall notify the Administrative Agent of any election to terminate or partially reduce the Commitment under

paragraph (b)

of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent pursuant to this Section shall be irrevocable;

that a notice of termination of the Commitment delivered by the Parent may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitment shall be permanent. Each reduction of Commitments shall be made ratably among the applicable Lenders under such Tranche in accordance with their respective Commitments thereunder (but for the avoidance of doubt need not be made pro rata between Tranches).

Section 2.07

Repayment of Loans; Evidence of Debt

(a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each applicable Lender under the applicable Tranche, the then unpaid principal amount of (i) the Tranche A Loans made to it (and all accrued and unpaid interest thereon) on the Tranche A Maturity Date and (ii) the Tranche B Loans made to it (and all accrued and unpaid interest thereon) on the dates and in installment amounts set forth in the Tranche B Amortization Table in Annex II hereto and, to the extent not previously paid, all Tranche B Loans shall be due and payable on the Tranche B Maturity Date (as adjusted from time to time pursuant to the last sentence of Section 2.08(a)) (in each case, if not a Business Day, on the immediately preceding Business Day). All payments or repayments of Loans made pursuant to this Section 2.07(a) shall be made in dollars.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Tranche and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lenders share thereof.

(d) The entries made in the accounts maintained pursuant to

of this Section shall be

evidence of the existence and amounts of the obligations recorded therein;

that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender and substantially in the form of with respect to Loans, in the form of loan note attached hereto as

(each a

). Thereafter (but without derogating from paragraphs (b), (c) and (d) above), the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to

) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.08

(a) The Borrowers shall have the right at any time and from time to time to prepay any Loan in whole or in part, subject to prior notice in accordance with

of this Section. Other than during the continuance of a Default or an Event of Default (when all such prepayments must be made pro rata between the Tranches), any Borrower may prepay Loans of any Tranche identified by it in the applicable prepayment notice without the requirement to prepay loans of any other Tranche. To the extent any prepayment is allocated to the Tranche B Loans, it shall be allocated to one or more remaining scheduled amortization payments as directed by the Borrower in writing in the applicable prepayment notice (and in the absence of such written direction, to the remaining scheduled amortization payments on a pro rata basis); provided that during the continuance of a Default of an Event of Default, all such prepayments shall be allocated first to the last required amortization payments at maturity.

(b) The applicable Borrower shall notify the Administrative Agent in writing of the proposed date and the principal amount of any prepayment hereunder, by not later than 11:00 a.m., New York City time, at least three Business Days prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the applicable Tranche (or portion thereof) being prepaid, the principal amount of each Loan or portion thereof to be prepaid and in the case of a prepayment of Tranche B Loans, the applicable amortization in respect of which such prepayment shall be allocated (subject to (a) above);

that any such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or another event. Promptly following receipt of any such notice relating to a Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Loan shall be in an amount that is an integral multiple of US$5,000,000 and not less than US$10,000,000. Each prepayment of a Loan shall be applied ratably to the Loans of such Tranche. Prepayments shall be accompanied by accrued interest to the extent required by

(c) If a Change of Control occurs:

(i) the Parent shall promptly notify the Administrative Agent upon becoming aware of that event;

(ii) no Lender shall be obliged to fund any Loans; and

(iii) if a Lender so requires and notifies the Administrative Agent and the Parent within 30 days of the Parent notifying the Administrative Agent of the event, the Administrative Agent shall, by not less than thirty days notice to the Parent, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Loan Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

Section 2.09

. The Parent agrees to pay to the Administrative Agent for the account of each

Lender commitment fees (

) equal to the Applicable Commitment Fee per annum on the average daily unused amount of each undrawn Commitment of such

Lender during the period from and including the date hereof to but excluding the date on which all Commitments under this Agreement terminate. Accrued Commitment Fees shall be payable quarterly in arrears (A) on the last Business Day of each of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Parent agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letters, in accordance with the terms thereof, and the Parent agrees to pay to the Administrative Agent, for the respective accounts of the initial Lenders identified in

, the fees set forth in the Up Front Fees Letters, in accordance with the terms thereof, and agrees to pay all other amounts set forth in any other Up Front Fees Letters in accordance with the terms thereof.

(c) All fees payable hereunder shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent and, in the case of the Commitment Fees, for distribution, if and as appropriate, among the Lenders or the applicable Lenders. Once paid, none of the fees shall be refundable under any circumstances.

Section 2.10

(a) Each Borrower shall pay interest on the unpaid principal amount of each Loan owing by such Borrower to the Lenders from the date of such Loan specified in the Borrowing Request until such principal amount shall be paid in full, at a rate per annum equal at all times during each Interest Period for such Loan to the sum of (x) the LIBO Rate for such Interest Period for such Loan plus (y) the Applicable Margin.

(b) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to Loans as provided in

paragraph (a)

(c) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitment;

that (i) interest accrued pursuant to

of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d) All interest hereunder shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(e) All interest paid or payable pursuant to this Section shall be paid in dollars.

(f) This

will apply only in respect of payments to be made by a Swiss Loan Party. For purposes of this

, the term Lender shall be deemed to include the Administrative Agent and each Lender.

(i) The various rates of interests and fees provided for in this Agreement (including, without limitation, under this

) are minimum interest and/or fee rates.

(ii) When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest, fees or other payments by a Swiss Loan Party, the rate of such payment of such amounts due by such Swiss Loan Party (the

Relevant Amount

) shall, subject to the provisions of this Agreement, be increased to a rate which (after making any deduction of the Non-refundable Portion of Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due if no deduction of Swiss Withholding Tax had been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up amount.

(iii) For the purpose of this

shall mean an amount equal to the amount of Swiss Withholding Tax on the Relevant Amount at the standard rate (being, as at the date of this Agreement, 35%) unless the Swiss Federal Tax Administration confirms to the applicable Swiss Loan Party in writing that, in relation to a specific Lender based on an applicable double taxation treaty, the applicable Swiss Withholding Tax rate is a specified lower rate in which case such lower rate shall be applied in relation to such Lender.

(iv) For the avoidance of doubt, the applicable Swiss Loan Party shall be required to make an increased payment to a specific Lender under clause (ii) above in connection with the imposition of a Swiss Withholding Tax even if there is a lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations.

(v) If requested by the Administrative Agent, the applicable Swiss Loan Party shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payor of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to a Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the applicable Swiss Loan Party; provided, however, that (A) the applicable Swiss Loan Party has fully complied with its obligations under this

; (B) the relevant Lender may determine, in its sole discretion, consistent with the policies of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid by the applicable Swiss Loan Party; (C) nothing in this

shall require the Lender to disclose any confidential information to the applicable Swiss Loan Party (including, without limitation, its tax returns); and (D) no Lender shall be required to pay any amounts pursuant to this clause (v) at any time during which a Default or Event of Default exists.

(vi) Unless an Event of Default then exists, if (x) (A) any Lender representing under

Section 10.20

that it is a Swiss Qualifying Bank and such representation shall prove to have been untrue when made, (B) any participant pursuant to a Restricted Sub-participation that is not consented to by the Parent shall be a Swiss Non-Qualifying Bank or (C) any Lender that was a Swiss Qualifying Bank when it became a party to this Agreement shall thereafter become a Swiss Non-Qualifying Bank as a result of its own action (excluding, for the avoidance of doubt, as a result of a Change in Law in Switzerland or Curaçao or in such Lenders jurisdiction), and (y) the result of any such occurrence, event or action is to cause the non-compliance by the applicable Swiss Loan Party with the Ten Non-Bank Regulations (any such Lender or participant pursuant to a Restricted Sub-participation, as applicable, to which preceding clauses (x) and (y) apply, a

Swiss Excluded Lender

), then such Swiss Excluded Lender shall not be entitled to receive any gross-up or increased rate payments pursuant to this

with respect to the resulting Swiss Withholding Tax in connection with the Ten Non-Bank Regulations or the Twenty Non-Bank Regulations.

Section 2.11

. If prior to the commencement of any Interest Period:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable LIBO Rate, for such Interest Period (including the applicable screen rate referred to in the definition of LIBO Rate not being available or ascertainable for Dollars on the applicable Quotation Day);

(b) the Administrative Agent determines or is advised in writing by the Required Lenders or any applicable Required Tranche Lenders (which determination shall be conclusive absent manifest error) that dollar deposits are not being offered to banks in the London interbank market for the applicable currency, amount or Interest Period of such Loan; or

(c) the Administrative Agent is advised by the Required Lenders that the applicable LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Parent and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent and the Lenders that the circumstances giving rise to such notice no longer exist, the LIBO Rate shall be the Reference Bank Rate or, if not available, the rate notified to the Parent by the Administrative Agent, in the case of

clause (a)

above, or by such Lenders (or Lender), in the case of

clause (b) or (c)

above, as soon as practicable and in any event before interest is due to be paid in respect of the applicable Interest Period, to be that which expresses as a percentage rate per annum the all in cost of funds to the applicable Lenders (or Lender) of funding such outstanding Loans from whatever source such Lenders (or Lender) may reasonably select.

shall be determined as follows: the Administrative Agent shall, as soon as practicable after the occurrence of any event described in

of the

, request each of the Reference Banks to supply to the Administrative Agent the rate at which that Reference Bank could have borrowed funds in Dollars and for the relevant period in the London interbank market at or about 11:00 a.m., London time on the Quotation Day for the Interest Period of that Loan, were it to have done so by asking for and then accepting interbank offers for deposits in reasonable market size in Dollars and for a period comparable to the Interest Period of that Loan. As soon as is practicable after receipt of the rates supplied by at least three Reference Banks, the Administrative Agent shall notify the Parent of the arithmetic mean of the rates supplied by such Reference Banks to it in accordance with this paragraph (rounded upwards to four decimal places), and such arithmetic mean as so rounded shall at such point be the

means any quotation supplied to the Administrative Agent by a Reference Bank in accordance with the above.

As used in this Agreement, the term

Reference Bank

means an entity that consents in writing to be appointed by the Administrative Agent , with the approval of the Parent (such approval not to be unreasonable withheld or delayed), to provide a rate for the purposes of determining the Reference Bank Rate. The Parent approves Sumitomo Mitsui Banking...


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