Exhibit








Exhibit 10.35(c)
EXECUTION VERSION
AMENDMENT TO TERM CREDIT AGREEMENT
AMENDMENT dated as of February 22, 2019 (this “Amendment”), to the Term Credit Agreement, dated as of November 22, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MYLAN N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch chamber of commerce under number 61036137 (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party thereto as Guarantors, each Lender from time to time party thereto (the “Lenders”) and GOLDMAN SACHS BANK USA, 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 pursuant to Section 6 hereof, refer to the Credit Agreement as amended hereby.  This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.
SECTION 2.    Amendment to Credit Agreement.  Subject to Section 6 hereof, Section 6.07 of the Credit Agreement is hereby amended and restated as follows:
“Financial Covenant.  The Borrower will not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter (x) ended on or prior to December 31, 2019, to exceed 4.25 to 1.00 and (y) ended after December 31, 2019, to exceed 3.75 to 1.00; provided that in lieu of the foregoing, for any such date occurring after a Qualified Acquisition, on or prior to the last day of the third full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to 1.00.”


SECTION 3.    Representations and Warranties.  The Borrower represents and warrants that (i) as of the Amendment Effective Date (as defined below), the representations and warranties of the Borrower set forth in Article III of the Credit Agreement (other than Sections 3.04(b) and 3.06) will be true and correct in all material respects except to the extent that such representations and warranties are expressly made as of a specific earlier date, in which case such representations and warranties are expressly made as of any such earlier date (as if each reference therein to a “Loan Document” included a reference to this Amendment); provided that, in each case, to the extent that any representation and warranty is qualified by materiality, such representation and warranty shall be true and correct in all respects and (ii) no Default or Event of Default shall have occurred and be continuing immediately prior 


    







to giving effect to this Amendment and no Default or Event of Default will result from the execution, delivery and effectiveness of this Amendment.
SECTION 4.    Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York (without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby).
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 set forth above on the date (the “Amendment Effective Date”) when the Agent shall have received (i) from each of the Borrower, Mylan Inc. 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 and (ii) the fees previously agreed with the Borrower. 
(a)    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. Article VIII and Section 9.03 of the Credit Agreement shall apply to the Agent’s role and responsibility in connection with this Amendment to the same extent as the Administrative Agent under the Credit Agreement.  
(b)    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.
SECTION 7.    Direction.  Each Lender party hereto hereby authorizes and directs the Agent to execute and deliver this Amendment in its capacity as the Administrative Agent under the Credit Agreement.
[Signature Pages Follow]






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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 N.V., as Borrower

	By:
	/s/ John Miraglia

	 
	Name:
	John Miraglia

	 
	Title:
	Treasurer






	
			
	MYLAN INC., as Guarantor

	By:
	/s/ John Miraglia

	 
	Name:
	John Miraglia

	 
	Title:
	Treasurer












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	GOLDMAN SACHS BANK USA, individually as a Lender and as Administrative Agent

	 

	By:
	/s/ Douglas Tansey

	 
	Name:
	Douglas Tansey

	 
	Title:
	Authorized Signatory








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




BANK OF AMERICA, N.A.
Lender Name




	
			
	By:
	/s/ Yinghua Zhang

	 
	Name:
	Yinghua Zhang

	 
	Title:
	Director








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LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




BNP PARIBAS, as a Lender
Lender Name




	
			
	By:
	/s/ Michael Pearce

	 
	Name:
	Michael Pearce

	 
	Title:
	Managing Director








For Lenders that require an additional signature:




	
			
	By:
	/s/ Emma Petersen

	 
	Name:
	Emma Petersen

	 
	Title:
	Director








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




CITIBANK, N.A.
Lender Name




	
			
	By:
	/s/ Eugene Yermash

	 
	Name:
	Eugene Yermash

	 
	Title:
	Vice President








For Lenders that require an additional signature:




	
			
	By:
	 

	 
	Name:
	 

	 
	Title:
	 








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




COMMERZBANK AG, NEW YORK BRANCH
Lender Name




	
			
	By:
	/s/ Matthew Ward

	 
	Name:
	Matthew Ward

	 
	Title:
	Director








For Lenders that require an additional signature:




	
			
	By:
	/s/ Veli-Matti Ahonen

	 
	Name:
	Veli-Matti Ahonen

	 
	Title:
	Vice President








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




Danske Bank, A/S
Lender Name




	
			
	By:
	/s/ Gert Carstens

	 
	Name:
	Gert Carstens

	 
	Title:
	Senior Loan Manager








For Lenders that require an additional signature:




	
			
	By:
	/s/ Merete Ryvald-Christensen

	 
	Name:
	Merete Ryvald-Christensen

	 
	Title:
	Chief Loan Manager








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




DEUTSCHE BANK AG NEW YORK BRANCH
Lender Name




	
			
	By:
	/s/ Ming K. Chu

	 
	Name:
	Ming K. Chu

	 
	Title:
	Director








For Lenders that require an additional signature:




	
			
	By:
	/s/ Virginia Cosenza

	 
	Name:
	Virginia Cosenza

	 
	Title:
	Vice President








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




DNB Capital LLC
Lender Name




	
			
	By:
	/s/ Kristie Li

	 
	Name:
	Kristie Li

	 
	Title:
	Senior Vice President








For Lenders that require an additional signature:




	
			
	By:
	/s/ Cathleen Buckley

	 
	Name:
	Cathleen Buckley

	 
	Title:
	Senior Vice President








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




ING Bank, a Branch of ING-DiBa AG
Lender Name




	
			
	By:
	/s/ Nikola Kopp

	 
	Name:
	Nikola Kopp

	 
	Title:
	Director








For Lenders that require an additional signature:




	
			
	By:
	/s/ W. Jansen

	 
	Name:
	W. Jansen

	 
	Title:
	Director








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




JPMORGAN CHASE BANK, N.A.
Lender Name




	
			
	By:
	/s/ Deborah R. Winkler

	 
	Name:
	Doborah R. Winkler

	 
	Title:
	Executive Director








For Lenders that require an additional signature:




	
			
	By:
	 

	 
	Name:
	 

	 
	Title:
	 








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




MIZUHO BANK, LTD.
Lender Name




	
			
	By:
	/s/ Tracy Rahn

	 
	Name:
	Tracy Rahn

	 
	Title:
	Authorized Signatory








For Lenders that require an additional signature:




	
			
	By:
	 

	 
	Name:
	 

	 
	Title:
	 








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




Morgan Stanley Bank, N.A.
Lender Name




	
			
	By:
	/s/ Jackson Eng

	 
	Name:
	Jackson Eng

	 
	Title:
	Authorized Signatory








For Lenders that require an additional signature:




	
			
	By:
	 

	 
	Name:
	 

	 
	Title:
	 








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




MUFG BANK, LTD. (f.k.a. THE BANK OF 
TOKYO-MITSUBISHI UFJ, LTD.)
Lender Name




	
			
	By:
	/s/ Jack Lonker

	 
	Name:
	Jack Lonker

	 
	Title:
	Director








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




PNC BANK, NATIONAL ASSOCIATION
Lender Name




	
			
	By:
	/s/ Richard G. Tutich

	 
	Name:
	Richard G. Tutich

	 
	Title:
	Vice President








For Lenders that require an additional signature:




	
			
	By:
	 

	 
	Name:
	 

	 
	Title:
	 








[Amendment to Term Credit Agreement — Signature Page] 
    











LENDER SIGNATURE PAGE TO THE AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2016, AMONG MYLAN N.V., THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND GOLDMAN SACHS BANK USA, AS ADMINISTRATIVE AGENT 




SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
Lender Name




	
			
	By:
	/s/ Penny Neville-Park

	 
	Name:
	Penny Neville-Park

	 
	Title:
	 








For Lenders that require an additional signature:




	
			
	By:
	/s/ Andrew Moore

	 
	Name:
	Andrew Moore

	 
	Title:
	 








[Amendment to Term Credit Agreement — Signature Page]