cy22q3ex41fifthsupplemen






        SUPPLEMENTAL INDENTURE NO. 5  Supplemental Indenture No. 5, dated as of September 8, 2022, (this “Fifth  Supplemental Indenture”) among Perrigo Finance Unlimited Company, an Irish public unlimited  company (formerly, Perrigo Finance plc) (the “Company”), Perrigo Company plc, an Irish public  limited company (the “Parent Guarantor”), Perrigo Investments, LLC, Athena Neurosciences,  LLC, Elan Pharmaceuticals, LLC, PBM Nutritionals, LLC, Perrigo Diabetes Care, LLC, Perrigo  International Holdings II, Inc., Perrigo New York, Inc., Ranir Global Holdings, LLC, Ranir,  LLC, PBM Products, LLC, PBM Foods, LLC, PBM Canada Holdings, LLC, PBM China  Holdings, LLC, Perrigo Mexico Investment Holdings, LLC, Perrigo International Holdings,  LLC, Perrigo Florida, Inc., Perrigo Direct, Inc., Perrigo Americas Holdings, Inc., Gr8ness, LLC,  L. Perrigo Company, Perrigo Company, Perrigo Finance (US) LLC, Perrigo International, Inc.,  Perrigo Management Company, Perrigo Research & Development Company, Perrigo Sales  Corporation, PMI Branded Pharmaceuticals, Inc., Galpharm Healthcare Limited, Galpharm  International Limited, Omega Pharma Limited, Perrigo Pharma Limited, Perrigo UK Acquisition  Limited, Ranir (Holdings) Limited, The Learning Pharmacy Ltd., Wrafton Laboratories Limited,  Ranir Limited, Solent Oral Care LTD, Kiteacre Limited, Biover NV, Jaico R.D.P. NV,  Medgenix Benelux NV, OCE-BIO BV, Omega Pharma Belgium NV, Omega Pharma Capital  NV, Omega Pharma Innovation & Development NV, Omega Pharma International NV, Omega  Pharma Trading NV, Perrigo Europe Invest NV, Perrigo Holding NV, Perrigo Finance Unlimited  Company, Chefaro Ireland Designated Activity Company, Habsont Unlimited Company, Perrigo  Corporation Designated Activity Company, Perrigo Holdings Unlimited Company, Perrigo  International Finance Designated Activity Company, Perrigo Ireland 1 Designated Activity  Company, Perrigo Ireland 10 Unlimited Company, Perrigo Ireland 2 Designated Activity  Company, Perrigo Ireland 3 Designated Activity Company, Perrigo Ireland 8 Designated  Activity Company, Perrigo Ireland 4 Unlimited Company, Perrigo Ireland 5 Unlimited  Company, Perrigo Ireland 6 Unlimited Company, Perrigo Pharma International Designated  Activity Company, Perrigo Ireland Management Designated Activity Company, Perrigo Ireland  9 Unlimited Company, Perrigo Ireland 11 Designated Activity Company, Perrigo Ireland 12  Designated Activity Company, Perrigo Ireland 13 Designated Activity Company, Perrigo  Science One Designated Activity Company, Perrigo Science Eight Unlimited Company and  Omega Teknika Designated Activity Company (each a “New Perrigo Guarantor”, and  collectively the “New Perrigo Guarantors”) and Wells Fargo Bank, National Association, as  trustee (the “Trustee”).  W I T N E S S E T H  WHEREAS, the Company, the Parent Guarantor and the Trustee are parties to  an indenture (the “Indenture”), dated as of December 2, 2014, as supplemented by the  Supplemental Indenture No. 1 among the Company, the Parent Guarantor and the Trustee,  dated as of December 2, 2014, providing for the issuance by the Company of $500,000,000  aggregate principal amount of 3.500% Senior Notes due 2021 (the “First 2021 Notes”),  $700,000,000 aggregate principal amount of 3.900% Senior Notes due 2024 (the “2024  Notes”) and $400,000,000 aggregate principal amount of 4.900% Senior Notes due 2044 (the  “2044 Notes”); the Supplemental Indenture No. 2 among the Company, the Parent Guarantor  





 






        and the Trustee, dated as of March 10, 2016 providing for the issuance by the Company of  $500,000,000 aggregate principal amount of 3.500% Senior Notes due 2021 (the “Second  2021 Notes”) and $700,000,000 aggregate principal amount of 4.375% Senior Notes due 2026  (the “2026 Notes”) and Supplemental Indenture No. 3 among the Company, the Parent  Guarantor and the Trustee, dated as of June 19, 2020, providing for the issuance by the  Company of $750,000,000 aggregate principal amount of 3.150% Senior Notes due 2030 (the  “2030 Notes” and, together with the First 2021 Notes, the 2024 Notes, the 2044 Notes, the  Second 2021 Notes, the 2026 Notes and the 2030 Notes, the “Notes”);  WHEREAS, the First 2021 Notes and the Second 2021 Notes are no longer  outstanding;   WHEREAS, on May 25, 2022, the Company, the Parent Guarantor, the New  Perrigo Guarantors and the Trustee entered into Supplemental Indenture No. 4 (the “Fourth  Supplemental Indenture”), pursuant to which the New Perrigo Guarantors provided an  irrevocable and unconditional guarantee in respect of the 2024 Notes, the 2026 Notes, the 2030  Notes and the 2044 Notes (collectively, the “Outstanding Notes”);  WHEREAS, the Company, the Parent Guarantor and the New Perrigo  Guarantors now wish to enter into this Fifth Supplemental Indenture to amend and restate  Section (4) of the Fourth Supplemental Indenture;   WHEREAS, Section 9.1(o) of the Indenture provides that the Trustee is  authorized to execute and deliver this Fifth Supplemental Indenture without the consent of the  Holders of the Outstanding Notes to provide for any guarantor release provisions of the  Outstanding Notes;  WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to  execute and deliver this Fifth Supplemental Indenture;  NOW THEREFORE, in consideration of the foregoing and for other good and  valuable consideration, the receipt of which is hereby acknowledged, the parties mutually  covenant and agree for the equal and ratable benefit of the Holders of the Outstanding Notes  as follows:    (1) Capitalized Terms.  Capitalized terms used herein without definition shall  have the meanings assigned to them in the Indenture.     (2) Amendment to Fourth Supplemental Indenture.  Section (4) of the Fourth  Supplemental Indenture is hereby amended and restated in its entirety as follows:      (4)  Release of Guarantee.    (a) The Guarantee of each New Perrigo Guarantor shall be automatically  and unconditionally released (and thereupon shall terminate and be  discharged and be of no further force and effect) upon:     





 






        (i) the consummation of any transaction permitted under the  Indenture (including a sale, transfer, disposition or  distribution of such New Perrigo Guarantor to a Person that  is not the Parent Guarantor or one of its Subsidiaries)  resulting in such New Perrigo Guarantor ceasing to be a  Subsidiary;    (ii) upon the merger or consolidation of any New Perrigo  Guarantor with and into another New Perrigo  Guarantor, the Company or the Parent Guarantor, or  upon the liquidation of such New Perrigo Guarantor  following the transfer of all of its assets to another New  Perrigo Guarantor, the Company or the Parent  Guarantor;  (iii) the release or discharge of the guarantee by such  New Perrigo Guarantor of all outstanding  indebtedness under the Credit Facilities; or    (iv) the exercise by the Company of its legal defeasance  option or covenant defeasance option pursuant to Article  13 of the Indenture or the discharge of the Company’s  obligations under the Indenture in accordance with the  terms of the Indenture; and    (b) such New Perrigo Guarantor delivering to the Trustee an Officers’  Certificate of such New Perrigo Guarantor or the Company and an  Opinion of Counsel, each stating that all conditions precedent  provided for in the Indenture relating to such transaction or release  and discharge have been complied with.    For purposes of this Section 4, the term “Credit Facilities” means the  term loan, revolving and other credit facilities under that certain  Credit Agreement, dated April 20, 2022, among the Parent  Guarantor, Perrigo Investments, LLC, as the Initial Borrower, the  subsidiaries of the Parent Guarantor named therein as Designated  Borrowers, the lenders party thereto, J.P. Morgan Chase Bank, N.A.,  as Administrative Agent and Collateral Agent, and the Joint Lead  Arrangers and Joint Bookrunners, Syndicate Agent and Co- Documentation Agents party thereto, and, in each case, any  amendments, supplements, modifications, extensions, renewals,  restatements, refundings, refinancings or replacements thereof and  any one or more indentures or credit facilities or commercial paper  facilities with banks or other institutional lenders or investors that  replace, refund, supplement or refinance any part of the loans, notes,  other credit facilities or commitments thereunder, including any such  replacement, refunding or refinancing facility or indenture that  





 






        increases the amount borrowable thereunder or alters the maturity  thereof or adds subsidiaries as additional borrowers or guarantors  thereunder and whether by the same or any other agent, trustee,  lender or group of lenders or holders.     (3) Severability. In case any provision of this Fifth Supplemental Indenture  shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the  remaining provisions shall not in any way be affected or impaired thereby.    (4) No Recourse Against Others. No director, officer, employee, incorporator  or stockholder of a New Perrigo Guarantor shall have any liability for any obligations of the  Company or the Guarantors (including a New Perrigo Guarantor) under the Outstanding Notes,  any Guarantees, the Indenture or this Fifth Supplemental Indenture or for any claim based on, in  respect of, or by reason of, such obligations or their creation. Each Holder by accepting  Outstanding Notes waives and releases all such liability. The waiver and release are part of the  consideration for issuance of the Outstanding Notes.    (5) Effect of Fifth Supplemental Indenture; Conflicts With Indenture. This  Fifth Supplemental Indenture is executed by the New Perrigo Guarantors, the Parent Guarantor,  the Company and the Trustee upon the Company’s request, pursuant to the provisions of the  Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all  purposes. The Indenture, as amended and supplemented by this Fifth Supplemental Indenture, is  in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the  extent that any of the terms of this Fifth Supplemental Indenture are inconsistent with, or conflict  with, the terms of the Indenture, the terms of this Fifth Supplemental Indenture shall govern.     (6) Trustee Disclaimer. The recitals contained in this Fifth Supplemental  Indenture shall be taken as the statements of the Company, the New Perrigo Guarantors and the  Parent Guarantor and the Trustee assumes no responsibility for their correctness. The Trustee  makes no representations as to and shall not be responsible for the validity or sufficiency of this  Fifth Supplemental Indenture or the Guarantees of the New Perrigo Guarantors and the Parent  Guarantor. All rights, protections, privileges, indemnities and benefits granted or afforded to the  Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be  deemed applicable to all actions taken, suffered or omitted by the Trustee under this Fifth  Supplemental Indenture. The Company hereby confirms to the Trustee that this Fifth  Supplemental Indenture has not resulted in a material modification of the 2024 Notes, 2044  Notes, 2026 Notes, and 2030 Notes for Foreign Account Tax Compliance Act (“FATCA”)  purposes.    (7) Counterparts; Electronic Signatures. This Fifth Supplemental Indenture  may be executed in any number of counterparts, each of which shall be an original but all of  which together shall constitute one instrument. Each counterparty may consist of a number of  copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The  exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or  PDF transmission shall constitute effective execution and delivery of this Fifth Supplemental  Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental  Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall  





 






        be deemed to be their original signatures for all purposes. This Fifth Supplemental Indenture and  any certificate, agreement or other document to be signed in connection with this Supplemental  Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable  against a party when executed and delivered by an authorized individual on behalf of the party  by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual  signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in  Global and National Commerce Act, state enactments of the Uniform Electronic Transactions  Act, and/or any other relevant electronic signatures law, including any relevant provisions of the  UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned,  or photocopied manual signature, or other electronic signature, shall for all purposes have the  same validity, legal effect, and admissibility in evidence as an original manual signature. Each  party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to,  any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other  party and shall have no duty to investigate, confirm or otherwise verify the validity or  authenticity thereof. This Fifth Supplemental Indenture may be executed in any number of  counterparts, each of which shall be deemed to be an original, but such counterparts shall,  together, constitute one and the same instrument. For the avoidance of doubt, original manual  signatures shall be used for execution or indorsement of writings when required under the UCC  or other Signature Law due to the character or intended character of the writings.    (8) Headings. The headings of the sections in this Fifth Supplemental  Indenture are for convenience of reference only and shall not be deemed to alter or affect the  meaning or interpretation of any provisions hereof.  [Signature Pages Follow]  





 






  [Signature Page to Supplemental Indenture No. 5]    IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture  to be duly executed, all as of the date first above written.  Perrigo Company plc    By:                                                    Name:  Sonia A. Hollies       Title:  Senior Vice President and Treasurer     DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]    IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture  to be duly executed, all as of the date first above written.  Perrigo Finance Unlimited Company    By:                                                    Name:  Sonia A. Hollies       Title:  Director    DocuSign Envelope ID: A8CCFA34-E01F-4E04-98E6-1C71E163E558 





 






  [Signature Page to Supplemental Indenture No. 5]    IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental  Indenture to be duly executed, all as of the date first above written.           Perrigo Investments, LLC                Elan Pharmaceuticals, LLC           PBM Nutritionals, LLC           Perrigo Diabetes Care, LLC           Perrigo International Holdings II, Inc.           Perrigo New York, Inc.  Ranir Global Holdings, LLC  Ranir, LLC  PBM Products, LLC  PBM Foods, LLC  PBM Canada Holdings, LLC  PBM China Holdings, LLC  Perrigo Mexico Investment Holdings, LLC  Perrigo International Holdings, LLC  Perrigo Florida, Inc.  Perrigo Direct, Inc.  Perrigo Americas Holdings, Inc.  Gr8ness, LLC  L. Perrigo Company  Perrigo Company   Perrigo Finance (US) LLC  Perrigo International, Inc.  Perrigo Management Company  Perrigo Research & Development Company  Perrigo Sales Corporation  PMI Branded Pharmaceuticals, Inc.      By:    Name: Sonia A. Hollies   Title:   Senior Vice President and  Treasurer              Athena Neurosciences, LLC      By:    Name: Sonia A. Hollies   Title:   President and Treasurer   Galpharm Healthcare Limited  Galpharm International Limited           Omega Pharma Limited  DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]             Perrigo Pharma Limited           Perrigo UK Acquisition Limited           Ranir (Holdings) Limited            The Learning Pharmacy Ltd.           Wrafton Laboratories Limited           Ranir Limited           Solent Oral Care LTD           Kiteacre Limited      By:    Name: Dominic James Rivers   Title:   Director        DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]             Biover NV           Jaico R.D.P. NV           Medgenix Benelux NV           OCE-BIO BV           Omega Pharma Belgium NV           Omega Pharma Capital NV           Omega Pharma Innovation & Development NV           Omega Pharma International NV           Omega Pharma Trading NV           Perrigo Europe Invest NV           Perrigo Holding NV      By:    Name: Anja van Winsberghe   Title:   Authorized Signatory   DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]    Chefaro Ireland Designated Activity Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Habsont Unlimited Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Perrigo Corporation Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Perrigo Holdings Unlimited Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Perrigo International Finance Designated Activity  Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory  DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]      Perrigo Ireland 1 Designated Activity Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Perrigo Ireland 10 Unlimited Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Perrigo Ireland 2 Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory      Perrigo Ireland 3 Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland 8 Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland 4 Unlimited Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]    Perrigo Ireland 5 Unlimited Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland 6 Unlimited Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory           Perrigo Pharma International Designated Activity  Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland Management Designated Activity  Company  By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland 9 Unlimited Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland 11 Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory  DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52 





 






  [Signature Page to Supplemental Indenture No. 5]    Perrigo Ireland 12 Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Ireland 13 Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Science One Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Perrigo Science Eight Unlimited Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory    Omega Teknika Designated Activity Company   By:     Name: Sonia A. Hollies  Title:   Authorised Signatory                     DocuSign Envelope ID: F91E136D-05AF-4AE2-B42D-4135284E8C52