Exhibit


EXECUTION VERSION




Exhibit 10.5
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
AMENDMENT dated as of October 28, 2015 to the Revolving Credit Agreement dated as of December 19, 2014 (as amended by Amendment No. 1 dated as of May 1, 2015 and by the Additional Credit Extension Amendment dated as of June 19, 2015, the “Credit Agreement”), among MYLAN INC. (the “Borrower”), MYLAN N.V. (the “Company”), the other borrowers and guarantors party thereto, the Lenders and Issuing Banks party thereto from time to time (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”).
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.    Defined Terms; References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.  This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.
SECTION 2.    Amendments to Credit Agreement.
(a)        Section 1.01 of the Credit Agreement is hereby amended by:
(i)    deleting the definition of “Perrigo Acquisition Closing Date” in its entirety and replacing it with the following:
““Perrigo Acquisition Closing Date” (a) if the Perrigo Acquisition proceeds by way of an offer by the Company for all of the shares in the capital of Perrigo Company plc (other than shares already in the ownership of the Company), the date on which such offer is declared unconditional in all respects by the Company, and the Company owns a majority of the shares in the capital of Perrigo Company plc and (b) if the Perrigo Acquisition proceeds by way of a scheme of arrangement under Irish law, the date on which the order of the High Court of Ireland sanctioning such scheme of arrangement and confirming the capital reduction of Perrigo Company plc in connection with such scheme of arrangement, is filed with the Registrar of Companies in Ireland.”.













(b)    Clause (g) Article 7 of the Credit Agreement is hereby amended by deleting the reference to “thirty (30)” therein and replacing it with a reference to “sixty (60)”. 
SECTION 3.    Representations of Borrower.  The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement (other than Section 3.04(b) and 3.06) will be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Amendment Effective Date (as if each reference therein to a “Loan Document” included a reference to this Amendment), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date and (ii) no Default will have occurred and be continuing on such date.
SECTION 4.    Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 5.    Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 6.     Effectiveness.  (a) This Amendment shall become effective as of the date hereof on the date (the “Amendment Effective Date”) when the Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.
(b)     Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  
(c)    Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan document in similar or different circumstances.  



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
	
			
	MYLAN INC., as Borrower

	By:
	/s/ Colleen Ostrowski

	 
	Name:
	Colleen Ostrowski

	 
	Title:
	Senior Vice President and Treasurer






	
			
	MYLAN N.V., as Guarantor

	By:
	/s/ Colleen Ostrowski

	 
	Name:
	Colleen Ostrowski

	 
	Title:
	Senior Vice President and Treasurer









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	BANK OF AMERICA, N.A., 
as Administrative Agent

	By:
	/s/ DeWayne D. Rosse

	 
	Name:
	DeWayne D. Rosse

	 
	Title:
	Assistant Vice President







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	BANK OF AMERICA, N.A.

	By:
	/s/ Yinghua Zhang

	 
	Name:
	Yinghua Zhang

	 
	Title:
	Director







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	CITIBANK, N.A.

	By:
	/s/ Laura Fogarty

	 
	Name:
	Laura Fogarty

	 
	Title:
	Vice President







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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

	By:
	/s/ Christopher Day

	 
	Name:
	Christopher Day

	 
	Title:
	Authorized Signatory






	
			
	By:
	/s/ Karim Rahimtoola

	 
	Name:
	Karim Rahimtoola

	 
	Title:
	Authorized Signatory







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	GOLDMAN SACHS BANK USA

	By:
	/s/ Jerry Li

	 
	Name:
	Jerry Li

	 
	Title:
	Authorized Signatory







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	PNC BANK, NATIONAL ASSOCIATION, 
as a Lender

	By:
	/s/ Tracy DeCock

	 
	Name:
	Tracy DeCock

	 
	Title:
	Senior Vice President







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	DEUTSCHE BANK AG NEW YORK BRANCH

	By:
	/s/ Ming K. Chu

	 
	Name:
	Ming K. Chu

	 
	Title:
	Vice President






	
			
	By:
	/s/ Virginia Cosenza

	 
	Name:
	Virginia Cosenza

	 
	Title:
	Vice President







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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

	By:
	/s/ Jaime Johnson

	 
	Name:
	Jaime Johnson

	 
	Title:
	VP







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	DNB BANK ASA GRAND CAYMAN BRANCH

	By:
	/s/ Caroline Adams

	 
	Name:
	Caroline Adams

	 
	Title:
	First Vice President






	
			
	By:
	/s/ Kristie Li

	 
	Name:
	Kristie Li

	 
	Title:
	First Vice President







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	HSBC BANK USA N.A.

	By:
	/s/ Christopher S. Helmeci

	 
	Name:
	Christopher S. Helmeci

	 
	Title:
	SVP







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	ING BANK N.V., DUBLIN BRANCH,  
as a Lender

	By:
	/s/ Sean Hassett

	 
	Name:
	Sean Hassett

	 
	Title:
	Director






	
			
	By:
	/s/ Barry Fehily

	 
	Name:
	Barry Fehily

	 
	Title:
	Managing Director









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