MYL_EX4.5(b)_2015.03.31-10Q






Exhibit 4.5(b)




        


MYLAN INC., 
as Issuer,


MYLAN N.V.
as Parent 


and
THE BANK OF NEW YORK MELLON, 
as Trustee
______________________________
THIRD SUPPLEMENTAL INDENTURE 
DATED as of March 12, 2015 
TO THE INDENTURE 
DATED as of NOVEMBER 29, 2013
______________________________
1.350% NOTES DUE 2016 
2.550% NOTES DUE 2019
4.200% NOTES DUE 2023 
5.400% NOTES DUE 2043
        













           Third Supplemental Indenture (this “Supplemental Indenture”), dated as of March 12, 2015, among Mylan N.V., a public limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands (the “Parent”), Mylan Inc., a Pennsylvania corporation (the “Issuer”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). 
W I T N E S S E T H 
           WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of November 29, 2013, as amended, supplemented and modified by the First Supplemental Indenture dated as of November 29, 2013 and the Second Supplemental Indenture dated as of February 27, 2015 (as so amended, supplemented and modified, the “Indenture”), providing for the issuance of 1.350% Notes due 2016, 2.550% Notes due 2019, 4.200% Notes due 2023 and 5.400% Notes due 2043 (together, the “Notes”); 
              WHEREAS, pursuant to Section 14.02 of the Indenture, the Issuer and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of a series voting separately (the “Majority Holders”), enter into a supplement to the Indenture to modify or amend the provisions of the Indenture with respect to such series of Notes; 
              WHEREAS, the Majority Holders of each series of Notes, on or prior to the date hereof, have delivered (and not revoked) their consents to the amendments to the provisions of the Indenture (the “Amendments”) set forth herein; and
WHEREAS, for the purposes recited above, and pursuant to due corporate action, the Issuer and the Parent have duly determined to execute and deliver to the Trustee this Supplemental Indenture.
          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
2.Reports. Section 6.05 of the Indenture is hereby amended and restated in its entirety as follows:
6.05. Reports.


(a)  Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the Commission and provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that (a) the Company will not be required to provide the Trustee with any such information, documents and reports that are filed with the Commission and (b) the Company will not be so obligated to file such information, documents and reports with the Commission if the Commission does not permit such filings; provided further, however, that if the Commission does not permit such filings, the Company will be required to provide to Holders of Notes any such information, documents or reports that are not so filed.
(b)  Notwithstanding anything herein to the contrary, in the event that the Company fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, the Company will be deemed to have cured such resulting Default for purposes of clause (a) of Section 8.01 hereof upon the filing or provision of all such information, documents and reports required hereunder prior to the expiration of 120 days after written notice to the Company of such failure from the Trustee or the Holders of at least 25% of the principal amount of the applicable series of Notes.
Notwithstanding the foregoing, the information, documents and reports required by this Section 6.05 may, at the option of the Company, instead be those of any direct or indirect parent 











entity of the Company so long as such parent entity fully and unconditionally guarantees, by execution of a supplemental indenture, the obligations of the Company in respect of the Notes and such parent entity and the Company comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision).
3.Trustee Not Responsible for Recitals. The Trustee makes no representations as to, and shall not be responsible in any manner whatsoever for or in respect of, the validity or sufficiency of, this Supplemental Indenture or for or in respect of the correctness of the recitals contained herein, all of which recitals are made solely by the Issuer and Parent. 
4.Supplemental Indenture Controls. In the event of a conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.
5.THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAW OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF SAID STATE.
6.Counterparts Originals. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes. 
7. Confirmation of the Indenture. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby ratified and confirmed, and all of the terms, conditions and provisions thereof shall remain in full force and effect, except as supplemented and amended hereby.
8.Effects of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
9.Successors and Assigns. All covenants and agreements in this Supplemental Indenture made by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.
10.Separability Clause. In case any provision in this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby.






















3

    








          IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written. 
	
				
	 
	MYLAN INC.
	 

	 
	 
	 
	 

	 
	By:
	/s/ John Miraglia
	 

	 
	Name:
	John Miraglia
	 

	 
	Title:
	Vice President and Assistant Treasurer

	 
	 
	 
	 

	 
	MYLAN N.V.

	 
	 
	 
	 

	 
	By:
	/s/ John Miraglia
	 

	 
	Name:
	John Miraglia
	 

	 
	Title:
	Vice President and Assistant Treasurer








































































Signature Page to Third Supplemental Indenture to November 2013 Indenture

    








	
				
	 
	THE BANK OF NEW YORK MELLON, as Trustee,

	 
	 
	 
	 

	 
	By:
	/s/ Jonathan Glover
	 

	 
	Name:
	Jonathan Glover
	 

	 
	Title:
	Vice President
	 






    


















































Signature Page to Third Supplemental Indenture to November 2013 Indenture