exv10w1





 Exhibit 10.1


MYLAN INC.




7.875% Senior Notes due 2020



Purchase Agreement




July 30, 2010




Goldman, Sachs & Co.

200 West Street,

New York, New York 10282-2198



Ladies and Gentlemen:




          Mylan Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and
conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) an aggregate
of $300,000,000 principal amount of its 7.875% Senior Notes due 2020 (the “Securities”). The
Securities will be issued pursuant to that certain indenture, dated as of May 19, 2010 (the
“Indenture”), that was entered into among the Company, the Guarantors (as defined below) and The
Bank of New York Mellon, as trustee (the “Trustee”). The Company’s obligations under the
Securities will be irrevocably and unconditionally guaranteed (the “Guarantees”) as to the payment
of principal, premium and interest on a senior basis, jointly and severally, initially by each of
the subsidiary guarantors listed on the signature pages of this Agreement (each a “Guarantor” and,
collectively, the “Guarantors”). This Agreement, the Securities, the Guarantees and the Indenture
are collectively referred to herein as the “Transaction Documents.”





	1.	 	The Company and each Guarantor represent and warrant to, and agree with, you that:





     (a) A preliminary offering circular, dated July 29, 2010 (the “Preliminary Offering Circular”)
and an offering circular, dated July 30, 2010 (the “Offering Circular”), have been prepared in
connection with the offering of the Securities. The Preliminary Offering Circular, as amended and
supplemented immediately prior to the Applicable Time (as defined in Section 1(b)), is hereinafter
referred to the “Pricing Circular.” Any reference to the Preliminary Offering Circular, the
Pricing Circular or the Offering Circular shall be deemed to refer to and include the Company’s
most recent Annual Report on Form 10-K and all subsequent documents filed with the United States
Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of
the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or prior to
the date of such circular and any reference to the Preliminary Offering Circular or the Offering
Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed
to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the Exchange Act after the date of the Preliminary Offering Circular or the Offering Circular, as
the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as
defined in Section 5(f)) furnished by the Company prior to the completion of the distribution of
the Securities; and all



 









 




documents filed under the Exchange Act and so deemed to be included in the Preliminary
Offering Circular, the Pricing Circular or the Offering Circular, as the case may be, or any
amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Exchange
Act Reports, when they were or are filed with the Commission, conformed or will conform in all
material respects to the applicable requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder; and no such documents were filed with the Commission
since the Commission’s close of business on the business day immediately prior to the date of this
Agreement and prior to the execution of this Agreement, except as set forth on Schedule
I(a) hereof. The Preliminary Offering Circular or the Offering Circular and any amendments or
supplements thereto and the Exchange Act Reports did not and will not, as of their respective
dates, contain an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Company by you expressly for use therein;




     (b) For the purposes of this Agreement, the “Applicable Time” is 12:00 pm (Eastern time) on
the date of this Agreement; the Pricing Circular as supplemented by the information set forth in
Schedule II hereto, taken together (collectively, the “Pricing Disclosure Package”) as of
the Applicable Time, did not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and each Company Supplemental Disclosure Document (as
defined in Section 6(a)) listed on Schedule I(b) hereto does not conflict with the
information contained in the Pricing Circular or the Offering Circular and each such Company
Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure
Package as of the Applicable Time, did not include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to statements or omissions made in a Company
Supplemental Disclosure Document in reliance upon and in conformity with information furnished in
writing to the Company by you expressly for use therein;



     (c) Deloitte & Touche LLP, the accountants who certified the financial statements and
supporting schedules included or incorporated by reference in the Offering Circular and the Pricing
Circular are independent public accountants with respect to the Company and its subsidiaries within
the meaning of the United States Securities Act of 1933, as amended (the “Securities Act”) and the
rules and regulations thereunder;



     (d) The financial statements of the Company included in the Pricing Circular and the Offering
Circular, together with the related schedules and notes, present fairly the financial position of
the Company and its consolidated subsidiaries at the dates indicated and the results of operations,
stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the
periods specified; said financial statements have been prepared in conformity with generally
accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods
involved. The supporting schedules, if any, included in the Pricing Circular and the Offering
Circular present fairly in accordance with GAAP the information required to be stated therein. The
selected financial data and the summary financial information of the Company included in the
Pricing Circular and the Offering Circular present fairly the information shown therein and have
been compiled on a basis consistent



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with that of the audited financial statements of the Company incorporated by reference in the
Pricing Circular and the Offering Circular;




     (e) Since the respective dates as of which information is given in the Pricing Circular and
the Offering Circular, except as otherwise stated therein, (i) there has not been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries, or any material adverse
change in the condition, financial or otherwise, results of operations, business affairs or
business prospects of the Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business (a “Material Adverse Effect”), and (ii) there have been
no transactions entered into by the Company or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company and its subsidiaries
considered as one enterprise;



     (f) The Company has been duly organized and is validly existing as a corporation in good
standing under the laws of the Commonwealth of Pennsylvania and has corporate power and authority
to own, lease and operate its properties and to conduct its business as described in the Pricing
Circular and the Offering Circular and to enter into and perform its obligations under this
Agreement; and the Company is duly qualified as a foreign corporation to transact business and is
in good standing in each other jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, except where the failure
to so qualify would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect;



     (g) Each Designated Subsidiary (as defined below) has been duly organized and is validly
existing as a corporation, limited partnership or limited liability company in good standing under
the laws of the jurisdiction of its formation, has corporate or other power and authority to own,
lease and operate its properties and to conduct its business as described in the Pricing Circular
and the Offering Circular and is duly qualified as a foreign corporation or limited liability
company to transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the conduct
of business, except where the failure to so qualify would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the
Pricing Circular and the Offering Circular, all of the issued and outstanding capital stock of each
Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable
and is owned by the Company, directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar
rights of any securityholder of such Designated Subsidiary. “Designated Subsidiary” means (a) each
Guarantor and (b) each other direct or indirect subsidiary of the Company that holds at least 5% of
the consolidated total assets of the Company or accounts for at least 5% of the consolidated total
revenues of the Company;



     (h) The authorized, issued and outstanding capital stock of the Company is as set forth in the
Pricing Circular and the Offering Circular. The shares of issued and outstanding capital stock of
the Company have been duly authorized and validly issued and are fully paid and non-assessable; and
none of the outstanding shares of capital stock of the Company was issued in violation of the
preemptive or other similar rights of any securityholder of the Company;



     (i) This Agreement has been duly authorized, executed and delivered by the Company and each of
the Guarantors;



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     (j) The Indenture has been duly authorized, executed and delivered by the Company and each of
the Guarantors and constitutes a valid and binding agreement of the Company and each of the
Guarantors, enforceable against the Company and each of the Guarantors in accordance with its
terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof
is subject to general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law);



     (k) The Securities have been duly authorized and, when the notes representing the Securities
are executed and authenticated in the manner provided for in the Indenture and delivered against
payment of the purchase price therefor as provided in this Agreement, will constitute valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers) reorganization, moratorium or similar laws
affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject
to general principles of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the
Indenture;



     (l) The Guarantees have been duly authorized and, when executed in the manner provided for in
the Indenture as provided in this Agreement, will constitute valid and binding obligations of the
Guarantors, enforceable against the Guarantors in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers) reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a proceeding in equity or
at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture;



     (m) The Securities and the Guarantees will conform in all material respects to the respective
statements relating thereto contained in the Pricing Circular and the Offering Circular and will be
in substantially the respective forms last delivered to you prior to the date of this Agreement;
the Indenture conforms in all material respects to the statements relating thereto contained in the
Pricing Circular and the Offering Circular;



     (n) Neither the Company nor any of its subsidiaries is (a) in violation of its charter or
by-laws or (b) in default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to which any of the property
or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and
Instruments”) except in the case of this clause (b) for defaults that would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect;



     (o) The execution, delivery and performance of this Agreement, the Indenture and the
Securities and any other agreement or instrument entered into or issued or to be entered into or
issued by the Company or the Guarantors in connection with the transactions contemplated hereby or
thereby or in the Pricing Circular and the Offering Circular and the consummation of the
transactions contemplated herein and in the Pricing Circular and the Offering Circular (including
the issuance and



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sale of the Securities and the use of the proceeds from the sale of the Securities as
described in the Pricing Circular and the Offering Circular under the caption “Use of Proceeds”)
and compliance by the Company and the Guarantors with their obligations hereunder have been duly
authorized by all necessary corporate or other action and do not and will not, whether with or
without the giving of notice or passage of time or both, conflict with or constitute a breach of,
or default or Repayment Event (as defined below) under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or
defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action
result in any violation of (x) the provisions of the charter or by-laws of the Company or any of
its subsidiaries or (y) any applicable law, statute, rule, regulation, judgment, order, writ or
decree of any government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or
operations, except in the case of clause (y) above, any such violations that would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
As used herein, a “Repayment Event” means any event or condition which gives the holder of any
note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any of its subsidiaries;




     (p) No labor dispute with the employees of the Company or any of its subsidiaries exists or,
to the knowledge of the Company, is imminent, and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers,
manufacturers, customers or contractors, except such disputes or disturbances that would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;



     (q) Except as described in the Pricing Circular and the Offering Circular and except such
matters as would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect, neither the Company nor any of its subsidiaries is in violation of any
federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of
common law or any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment. Except as described in the Pricing Circular and
the Offering Circular, there is no action, suit, proceeding, inquiry or investigation before or
brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened or contemplated, against or affecting the Company or any of
its subsidiaries that would, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, or which might materially and adversely affect the consummation of the
transactions contemplated by this Agreement or the performance by the Company of its obligations
hereunder. The aggregate of all pending legal or governmental proceedings to which the Company or
any of its subsidiaries is a party or of which any of their respective property or assets is the
subject which are not described in the Pricing Circular and the Offering Circular, including
ordinary routine litigation incidental to the business, could not reasonably be expected to result
in a Material Adverse Effect;



     (r) All United States federal income tax returns of the Company and its subsidiaries required
by law to be filed have been filed or extensions thereof have been duly requested and all taxes
shown by such returns or otherwise assessed, which are due and payable, have been paid, except
assessments against which appeals have been or will be promptly taken and as to which adequate
reserves have been provided or where the failure to pay would not, individually or in the
aggregate,



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reasonably be expected to result in a Material Adverse Effect. The Company and its
subsidiaries have filed all other tax returns that are required to have been filed by them pursuant
to applicable foreign, state, local or other law except insofar as the failure to file such returns
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect, and have paid all taxes due pursuant to such returns or pursuant to any assessment received
by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good
faith and as to which adequate reserves have been provided or where the failure to pay would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
The charges, accruals and reserves on the books of the Company in respect of any income and
corporation tax liability for any years not finally determined are adequate to meet any assessments
or re-assessments for additional income tax for any years not finally determined, except to the
extent of any inadequacy that would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect;




     (s) The Company and its subsidiaries maintain a system of internal control over financial
reporting (as such term is defined in Rule 13a—15(f) of the Exchange Act) that complies with the
requirements of the Exchange Act, designed by, or under the supervision of, the Company’s principal
executive officer and principal financial officer, or persons performing similar functions,
sufficient to provide reasonable assurances that (A) transactions are executed in accordance with
management’s general or specific authorization, (B) transactions are recorded as necessary to
permit preparation of financial statements for external purposes in conformity with GAAP and to
maintain accountability for assets, (C) access to assets is permitted only in accordance with
management’s general or specific authorization and (D) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company’s internal control over financial reporting is effective
and the Company is not aware of any material weaknesses in its internal control over financial
reporting. Since the date of the latest audited financial statements included or incorporated by
reference in the Pricing Circular, there has been no change in the Company’s internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting;



     (t) The Company maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such
disclosure controls and procedures have been designed to ensure that material information relating
to the Company and its subsidiaries is made known to the Company’s principal executive officer and
principal financial officer by others within those entities; and such disclosure controls and
procedures are effective;



     (u) The Company and its subsidiaries carry or are entitled to the benefits of insurance, with
financially sound and reputable insurers, in such amounts and covering such risks as is generally
maintained by companies of established repute engaged in the same or similar business, and all such
insurance is in full force and effect;



     (v) The Company is, and immediately after the Time of Delivery will be, Solvent. As used
herein, the term “Solvent” means, with respect to the Company on a particular date, that on such
date (A) the fair market value of the assets of the Company is greater than the total amount of
liabilities (including contingent liabilities) of the Company, (B) the present fair salable value
of the assets of the Company is greater than the amount that will be required to pay the probable
liabilities of the Company on its debts as they become absolute and matured, (C) the Company is
able to realize upon



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its assets and pay its debts and other liabilities, including contingent obligations, as they
mature, and (D) the Company does not have unreasonably small capital;




     (w) Neither the Company nor any affiliate of the Company has taken, nor will the Company or
any affiliate take, directly or indirectly, any action which is designed to or which has
constituted or which would be expected to cause or result in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Securities;



     (x) Except as described in the Pricing Disclosure Package and the Offering Circular, the
Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,
patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual
Property”) necessary to carry on the business now operated by them, and neither the Company nor any
of its subsidiaries has received any notice or is otherwise aware of any infringement of or
conflict with asserted rights of others with respect to any Intellectual Property or of any facts
or circumstances which would render any Intellectual Property invalid or inadequate to protect the
interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if
the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy would,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;



     (y) Except as disclosed in the Pricing Circular and the Offering Circular and other than
registration or qualification under state securities or blue sky laws in connection with the offer
and sale of the Securities, no filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or agency is
necessary or required for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the consummation of
the transactions contemplated by this Agreement or for the due execution, delivery or performance
of the Indenture by the Company and the Guarantors, except such as have been already obtained;



     (z) Except as described in the Pricing Circular and the Offering Circular, the Company and its
subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the business now operated by them, except where
the failure to so possess would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the
terms and conditions of all such Governmental Licenses, except where the failure to so comply would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect; all of the Governmental Licenses are valid and in full force and effect, except where the
invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full
force and effect would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any
notice of proceedings relating to the revocation or modification of any such Governmental Licenses
which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would reasonably be expected to result in a Material Adverse Effect;



     (aa) The Company and its subsidiaries have good and marketable title to all real property
owned by the Company and its subsidiaries and good and marketable title to all other properties



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owned by them, in each case, free and clear of all mortgages, pledges, liens, security
interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the
Pricing Circular and the Offering Circular or (b) do not, individually or in the aggregate,
materially affect the value of such property and do not interfere with the use made and proposed to
be made of such property by the Company or any of its subsidiaries; and all of the leases and
subleases under which the Company or any of its subsidiaries holds properties described in the
Pricing Circular and the Offering Circular, are in full force and effect, except where the failure
of such lease or sublease to be in full force and effect would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect, and neither the Company
nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted
by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases
or subleases mentioned above, or affecting or questioning the rights of the Company or any
subsidiary thereof to the continued possession of the leased or subleased premises under any such
lease or sublease;




     (bb) Except as would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, no supplier of merchandise to the Company or any of its subsidiaries
has ceased shipments of merchandise to the Company;



     (cc) Except as described in the Pricing Circular and the Offering Circular and except such
matters as would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any
federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of
common law or any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to pollution or protection of human
health, the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic
substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,
“Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any Environmental Law against
the Company or any of its subsidiaries and (D) there are no events or circumstances that would
reasonably be expected to form the basis of an order for clean-up or remediation, or any action,
suit or proceeding by any private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or Environmental Laws;



     (dd) The Company is not required, and upon the issuance and sale of the Securities as herein
contemplated and the application of the net proceeds therefrom as described in the Pricing Circular
and the Offering Circular will not be required, to register as an “investment company” under the
Investment Company Act of 1940, as amended (the “Investment Company Act”);



     (ee) Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) of
Regulation D under the Securities Act (“Regulation D”) (each, an “Affiliate”), has, directly or
indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect
of, nor will, directly



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or indirectly, solicit any offer to buy, sell or offer to sell or otherwise negotiate in
respect of, in the United States or to any United States citizen or resident, any security which is
or would be integrated with the sale of the Securities or the Guarantees in a manner that would
require the Securities or the Guarantees to be registered under the Securities Act;




     (ff) The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Time
of Delivery, of the same class (within the meaning of Rule 144A of the Securities Act) as
securities listed on a national securities exchange registered under Section 6 of the Exchange Act
or quoted in a U.S. automated interdealer quotation system;



     (gg) None of the Company, its Affiliates or any person acting on its or any of their behalf
(other than you, as to whom the Company makes no representation) has engaged or will engage, in
connection with the offering of the Securities, in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act, or, with respect to
Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the
Securities Act), by means of any directed selling efforts within the meaning of Rule 902 under the
Securities Act and the Company, any Affiliate of the Company and any person acting on its or any of
their behalf (other than you, as to whom the Company makes no representation) has complied with and
will implement the “offering restrictions” within the meaning of such Rule 902;



     (hh) Subject to compliance by (i) you with the representations and warranties set forth in
Section 3 and (ii) the “Purchasers” under and as defined in that certain purchase agreement, dated
as of May 12, 2010, among the Company, the Guarantors and you, as representative of the several
“Purchasers” named therein (the “May Purchase Agreement”), with the representations, warranties and
covenants set forth in Section 3 of the May Purchase Agreement, it is not necessary in connection
with the offer, sale and delivery of the Securities to you and to each subsequent purchaser in the
manner contemplated by this Agreement, the Pricing Circular and the Offering Circular to register
the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act
of 1939, as amended;



     (ii) The statements set forth in the Pricing Circular and Offering Circular under the caption
“Description of Notes”, insofar as they purport to constitute a summary of the terms of the
Securities, are accurate, complete and fair in all material respects;



     (jj) The Company is subject to Section 13 or 15(d) of the Exchange Act;



     (kk) Except as would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, (a) none of the Company, any of its subsidiaries or, to the knowledge
of the Company, any director, officer, agent, employee or affiliate is aware of or has taken any
action, directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”);
and (b) the Company and, to the knowledge of the Company, its affiliates have conducted their
businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith; and



     (ll) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or affiliate is currently subject to any U.S. sanctions
administered by



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the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) except as would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect; and the Company will not directly or indirectly use the proceeds of the sale of the
Securities, or lend, contribute or otherwise make available such proceeds to any of its
subsidiaries, joint venture partners or other person, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.





	2.	 	Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to
you, and you agree to purchase from the Company, at a purchase price of 104.600% of the principal
amount thereof, $300,000,000 principal amount of the 2020 Notes.






	3.	 	Upon the authorization by you of the release of the Securities, you propose to offer the
Securities for sale upon the terms and conditions set forth in this Agreement and the Offering
Circular and you hereby represent and warrant to, and agree with the Company and each
Guarantor that:






	 	(a)	 	You will offer and sell the Securities only to: (i) persons who you reasonably believe
are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the
Securities Act in transactions meeting the requirements of Rule 144A or (ii) upon the terms
and conditions set forth in Annex I to this Agreement;
	 
	 	(b)	 	You are an Institutional Accredited Investor within the meaning of Rule 501(a) under
the Securities Act; and
	 
	 	(c)	 	You will not offer or sell the Securities by any form of general solicitation or
general advertising, including but not limited to the methods described in Rule 502(c)
under the Securities Act.






	 	4.	(a) 	The Securities to be purchased by you hereunder will be represented by one or more
definitive global Securities in book-entry form which will be deposited by or on behalf of the
Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company
will deliver the Securities to you, for your account, against payment by or on behalf of you
of the purchase price therefor by wire transfer in Federal (same day) funds, by causing DTC to
credit the Securities to your account at DTC. The Company will cause the certificates
representing the Securities to be made available to you for checking at least twenty-four
hours prior to the Time of Delivery (as defined below) at the office of Latham & Watkins LLP,
885 Third Avenue, New York, NY 10022-4834 (the “Closing Location”). The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on August 13, 2010 or such other
time and date as you and the Company may agree upon in writing. Such time and date are herein
called the “Time of Delivery”.
	 
	 	(b)	 	The documents to be delivered at the Time of Delivery by or on behalf of the parties
hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any
additional documents requested by you pursuant to Section 8(g) hereof, will be delivered at
such time and date at the Closing Location, and the Securities will be delivered at DTC or
its designated custodian, all at the Time of Delivery. A meeting will be held at the
Closing Location at 5:00 p.m., New York City time, on the New York Business Day next
preceding the Time of Delivery, at which meeting the final drafts of the documents to be
delivered pursuant to the preceding sentence will be available for review by the parties
hereto. For the





10









 











	 	 	 	purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in New
York are generally authorized or obligated by law or executive order to close.






	5.	 	The Company and each Guarantor agree, jointly and severally, with you:






	 	(a)	 	To prepare the Offering Circular in a form approved by you; to make no amendment or any
supplement to the Offering Circular which shall be disapproved by you promptly after
reasonable notice thereof; and to furnish you with copies thereof;
	 
	 	(b)	 	Promptly from time to time to take such action as you may reasonably request to qualify
the Securities for offering and sale under the securities laws of such jurisdictions as you
may request and to comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary to complete the
distribution of the Securities, provided that in connection therewith the Company shall not
be required to qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction or to subject itself to taxation as a foreign corporation in
such jurisdiction if it is not otherwise so subject;
	 
	 	(c)	 	To furnish you with written and electronic copies thereof in such quantities as you may
from time to time reasonably request, and if, at any time prior to the expiration of nine
months after the date of the Offering Circular, any event shall have occurred as a result
of which the Offering Circular as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made when
such Offering Circular is delivered, not misleading, or, if for any other reason it shall
be necessary or desirable during such same period to amend or supplement the Offering
Circular, to notify you and upon your request to prepare and furnish without charge to you
and to any dealer in securities as many written and electronic copies as you may from time
to time reasonably request of an amended Offering Circular or a supplement to the Offering
Circular which will correct such statement or omission or effect such compliance;
	 
	 	(d)	 	During the period beginning from the date hereof and continuing until the date 90 days
after the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of,
except as provided hereunder any securities of the Company that are substantially similar
to the Securities without your prior written consent;
	 
	 	(e)	 	Not to be or become, at any time prior to the expiration of two years after the Time of
Delivery, an open-end investment company, unit investment trust, closed-end investment
company or face-amount certificate company that is or is required to be registered under
Section 8 of the Investment Company Act;
	 
	 	(f)	 	At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act,
for the benefit of holders from time to time of Securities, to furnish at its expense, upon
request, to holders of Securities and prospective purchasers of securities information (the
“Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of
Rule 144A under the Securities Act;




11









 












	 	(g)	 	Until the offering of the Securities is complete, the Company will file all documents
required to be filed with the Commission pursuant to the Exchange Act within the time
periods required by the Exchange Act;
	 
	 	(h)	 	During the one year period after the Time of Delivery, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to,
resell any of the Securities which constitute “restricted securities” under Rule 144 that
have been reacquired by any of them; and
	 
	 	(i)	 	To use the net proceeds received by it from the sale of the Securities pursuant to this
Agreement in the manner specified in the Pricing Circular under the caption “Use of
Proceeds.”






	6.	 	 






	 	(a)	 	The Company and each Guarantor represent and agree that, without your prior consent, it
has not made and will not make any offer relating to the Securities that, if the offering
of the Securities contemplated by this Agreement were conducted as a public offering
pursuant to a registration statement filed under the Securities Act with the Commission,
would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the
Securities Act (any such offer is hereinafter referred to as a “Company Supplemental
Disclosure Document”);
	 
	 	(b)	 	You represent and agree that, without the prior consent of the Company, other than one
or more term sheets relating to the Securities containing customary information and
conveyed to purchasers of securities, you have not made and will not make any offer
relating to the Securities that, if the offering of the Securities contemplated by this
Agreement were conducted as a public offering pursuant to a registration statement filed
under the Securities Act with the Commission, would constitute a “free writing prospectus,”
as defined in Rule 405 under the Securities Act (any such offer (other than any such term
sheets), is hereinafter referred to as a “Purchaser Supplemental Disclosure Document”); and
	 
	 	(c)	 	Any Company Supplemental Disclosure Document or Purchaser Supplemental Disclosure
Document, the use of which has been consented to by the Company and you, is listed on
Schedule I(b) hereto.






	7.	 	The Company and each Guarantor, jointly and severally, covenant and agree with you that the
Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Company’s and the Guarantors’ counsel and accountants in connection with the issue of
the Securities and all other expenses in connection with the preparation, printing,
reproduction and filing of the Preliminary Offering Circular and the Offering Circular and any
amendments and supplements thereto and the mailing and delivering of copies thereof to you and
the dealers; (ii) the cost of printing or producing, this Agreement, the Indenture, the Blue
Sky Memorandum, closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the reasonable fees and
disbursements of counsel for you in connection with such qualification and in connection with
the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services
for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and
expenses of the Trustee and any agent





12









 











	 	 	of the Trustee and the fees and disbursements of counsel for the Trustee in connection with
the Indenture and the Securities; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically provided for in
this Section. It is understood, however, that, except as provided in this Section, and
Sections 9 and 11 hereof, you will pay all of your own costs and expenses, including the fees
of your counsel, transfer taxes on resale of any of the Securities by you, and any advertising
expenses connected with any offers you may make.






	8.	 	Your obligations hereunder shall be subject, in your discretion, to the condition that all
representations and warranties and other statements of the Company and each Guarantor herein
are, at and as of the Time of Delivery, true and correct, the condition that the Company and
each Guarantor shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:






	 	(a)	 	Latham & Watkins LLP, counsel for you, shall have furnished to you its opinion and
negative assurance letter, in each case dated the Time of Delivery, in form and substance
acceptable to you, and such counsel shall have received such papers and information as they
may reasonably request to enable them to pass upon such matters;
	 
	 	(b)	 	(i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company and the
Guarantors, shall have furnished to you their written opinions and negative assurance
letter, dated the Time of Delivery, satisfactory to you and substantially in the form set
forth in Exhibit A hereto; and (ii) Kristin Kolesar, Senior Vice President and
Global General Counsel, Operations of the Company shall have furnished to you her written
opinion, dated the Time of Delivery, satisfactory to you and substantially in the form set
forth in Exhibit B hereto;
	 
	 	(c)	 	On the date of the Offering Circular prior to the execution of this Agreement and also
at the Time of Delivery, Deloitte & Touche LLP shall have furnished to you a letter or
letters, dated the respective dates of delivery thereof, in form and substance satisfactory
to you;
	 
	 	(d)	 	(i) Neither the Company nor any of its subsidiaries shall have sustained since the date
of the latest audited financial statements included in the Pricing Circular any loss or
interference with its business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Pricing Circular and the
Offering Circular, and (ii) since the respective dates as of which information is given in
the Pricing Circular and the Offering Circular there shall not have been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries or any change, or
any development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders’ equity or results of operations of the
Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing
Circular and the Offering Circular, the effect of which, in any such case described in
clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable
or inadvisable to proceed with the offering or the delivery of the Securities on the terms
and in the manner contemplated in this Agreement and in the Offering Circular;
	 
	 	(e)	 	On or after the Applicable Time (i) no downgrading shall have occurred in the rating
accorded the Company’s outstanding indebtedness by any “nationally recognized statistical





13









 











	 	 	 	rating organization”, as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative implications,
its rating of any of the Company’s outstanding indebtedness;
	 
	 	(f)	 	On or after the Applicable Time there shall not have occurred any of the following: (i)
a suspension or material limitation in trading in securities generally on the New York
Stock Exchange or on NASDAQ; (ii) a suspension or material limitation in trading in the
Company’s securities on NASDAQ; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United States;
(iv) the outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war or (v) the occurrence of
any other calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event specified in clause (iv)
or (v) in your judgment makes it impracticable or inadvisable to proceed with the offering
or the delivery of the Securities on the terms and in the manner contemplated in the
Offering Circular; and
	 
	 	(g)	 	The Company and the Guarantors shall have furnished or caused to be furnished to you at
the Time of Delivery certificates of officers of the Company and the Guarantors
satisfactory to you as to the accuracy of the representations and warranties of the Company
and the Guarantors herein at and as of such Time of Delivery, as to the performance by the
Company and the Guarantors of all of their obligations hereunder to be performed at or
prior to such Time of Delivery, as to the matters set forth in subsection (d) of this
Section and as to such other matters as you may reasonably request.






	 	9.	(a)	The Company and the Guarantors will, jointly and severally, indemnify you and hold you
harmless against any losses, claims, damages or liabilities, joint or several, to which you
may become subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any Preliminary
Offering Circular, the Pricing Circular, the Offering Circular, or any amendment or supplement
thereto, any Company Supplemental Disclosure Document, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make the statements
therein not misleading, and will reimburse you for any legal or other expenses reasonably
incurred by you in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Offering Circular, the Pricing Circular, the Offering Circular or any such
amendment or supplement, or any Company Supplemental Disclosure Document, in reliance upon and
in conformity with written information furnished to the Company by you expressly for use
therein.
	 
	 	(b)	 	You will indemnify and hold harmless the Company and the Guarantors against any losses,
claims, damages or liabilities to which such parties may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue





14









 











	 	 	 	statement of a material fact contained in any Preliminary Offering Circular, the Pricing
Circular, the Offering Circular, or any amendment or supplement thereto, or any Company
Supplemental Disclosure Document, or arise out of or are based upon the omission or
alleged omission to state therein a material fact or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in
any Preliminary Offering Circular, the Pricing Circular, the Offering Circular or any such
amendment or supplement, or any Company Supplemental Disclosure Document in reliance upon
and in conformity with written information furnished to the Company or any Guarantor by
you expressly for use therein; and you will reimburse the Company and the Guarantors for
any legal or other expenses reasonably incurred by the Company or the Guarantors in
connection with investigating or defending any such action or claim as such expenses are
incurred.
	 
	 	(c)	 	Promptly after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of investigation.
No indemnifying party shall, without the written consent of the indemnified party, effect
the settlement or compromise of, or consent to the entry of any judgment with respect to,
any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of any indemnified party.
	 
	 	(d)	 	If the indemnification provided for in this Section 9 is unavailable to or insufficient
to hold harmless an indemnified party under subsection (a) or (b) above in respect of any
losses, claims, damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors on the one hand you on the other from the
offering of the Securities. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by





15









 











	 	 	 	such indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and the Guarantors on the one
hand and you on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative benefits received by the
Company and the Guarantors on the one hand and you on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company and the Guarantors bear to the total underwriting
discounts and commissions received by you, in each case as set forth in the Offering
Circular. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company
and the Guarantors on the one hand or you on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company, the Guarantors and you agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), you shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities underwritten by you
and distributed to investors were offered to investors exceeds the amount of any damages
which you have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.
	 
	 	(e)	 	The obligations of the Company and the Guarantors under this Section 9 shall be in
addition to any liability which the Company and the Guarantors may otherwise have and shall
extend, upon the same terms and conditions, to any of your affiliates and each person, if
any, who controls you within the meaning of the Securities Act; and your obligations under
this Section 9 shall be in addition to any liability which you may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the Company or
any Guarantor and to each person, if any, who controls the Company or any Guarantor within
the meaning of the Securities Act.






	10.	 	The respective indemnities, agreements, representations, warranties and other statements of
the Company, the Guarantors and you, set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on
behalf of you or any controlling person of you, or the Company or any Guarantor, or any
officer or director or controlling person of the Company or any Guarantor, and shall survive
delivery of and payment for the Securities.






	11.	 	If this Agreement shall be terminated for any reason and the Securities are not delivered by
or on behalf of the Company and the Guarantors as provided herein, the Company and the
Guarantors will reimburse you for all expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by you in making preparations for the purchase,
sale and delivery





16









 











	 	 	of the Securities, but the Company and the Guarantors shall then be under no further liability
to you except as provided in Sections 7 and 9 hereof.






	12.	 	All statements, requests, notices and agreements hereunder shall be in writing, and if to you
shall be delivered or sent by mail, telex or facsimile transmission to Goldman, Sachs & Co. at
200 West Street, New York, New York 10282-2198, Attention: Registration Department;
and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Company set forth in the Offering Circular, Attention: Secretary. Any such
statements, requests, notices or agreements shall take effect upon receipt thereof.




In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)), you are required to obtain, verify and record information that
identifies your clients, including the Company, which information may include the name and address
of your clients, as well as other information that will allow you to properly identify your
clients.





	13.	 	This Agreement shall be binding upon, and inure solely to the benefit of, you, the Company,
the Guarantors and, to the extent provided in Sections 9 and 10 hereof, the officers and
directors of the Company and the Guarantors and each person who controls the Company, any
Guarantor or you, and their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from you shall be deemed a successor or
assign by reason merely of such purchase.






	14.	 	Time shall be of the essence of this Agreement.






	15.	 	The Company and each Guarantor acknowledge and agree that (i) the purchase and sale of the
Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company and the Guarantors, on the one hand, and you, on the other, (ii) in connection
therewith and with the process leading to such transaction you are acting solely as a
principal and not the agent or fiduciary of the Company or any Guarantor, (iii) you have not
assumed an advisory or fiduciary responsibility in favor of the Company or any Guarantor with
respect to the offering contemplated hereby or the process leading thereto (irrespective of
whether you have advised or are currently advising the Company or any Guarantor on other
matters) or any other obligation to the Company or any Guarantor except the obligations
expressly set forth in this Agreement and (iv) the Company and the Guarantors have consulted
their own legal and financial advisors to the extent they have deemed appropriate. The
Company and the Guarantors agree that they will not claim that you, or any of them, have
rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the
Company or any Guarantor, in connection with such transaction or the process leading thereto.






	16.	 	This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Company, the Guarantors and you, or any of them, with respect to the subject
matter hereof.






	17.	 	THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF





17









 











	 	 	NEW YORK. The Company and the Guarantors agree that any suit or proceeding arising in respect
of this agreement or our engagement will be tried exclusively in the U.S. District Court for the
Southern District of New York or, if that court does not have subject matter jurisdiction, in
any state court located in The City and County of New York and the Company agrees to submit to
the jurisdiction of, and to venue in, such courts.






	18.	 	The Company, the Guarantors and you hereby irrevocably waive, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby.






	19.	 	This Agreement may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.






	20.	 	Notwithstanding anything herein to the contrary, the Company (and the Company’s employees,
representatives, and other agents) are authorized to disclose to any and all persons, the tax
treatment and tax structure of the potential transaction and all materials of any kind
(including tax opinions and other tax analyses) provided to the Company relating to that
treatment and structure, without your imposing any limitation of any kind. However, any
information relating to the tax treatment and tax structure shall remain confidential (and the
foregoing sentence shall not apply) to the extent necessary to enable any person to comply
with securities laws. For this purpose, “tax treatment” means US federal and state income tax
treatment, and “tax structure” is limited to any facts that may be relevant to that treatment.





[Remainder of page intentionally left blank]



18









 




If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof
shall constitute a binding agreement among you and the Company and each Guarantor.




	 	 	 	 	 
	 	Very truly yours,



MYLAN INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BERTEK INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DEY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DEY PHARMA, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	
DEY LIMITED PARTNER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



19









 






	 	 	 	 	 



	 	 	 	 	 
	 	EMD, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MLRE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MP AIR INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MYLAN BERTEK PHARMACEUTICALS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MYLAN CARIBE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MYLAN DELAWARE INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



20









 






	 	 	 	 	 



	 	 	 	 	 
	 	MYLAN LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MYLAN LHC INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MYLAN PHARMACEUTICALS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MYLAN TECHNOLOGIES INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	UDL LABORATORIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

 	 	 
	By:  	 	 	 
	 	(Goldman, Sachs & Co.) 	 	 
	 	 	 	 
	 




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