Exhibit








EXHIBIT  10.2
This AMENDMENT (this “Amendment”), dated as of September 9, 2016 and entered into by and among Perrigo Finance Unlimited Company (formerly Perrigo Finance PLC), a public unlimited company organized under the laws of Ireland, Perrigo Company PLC, a public limited company organized under the laws of Ireland (together with Perrigo Finance Unlimited Company, the “Term Facility Borrowers”), certain Lenders listed on the signature pages hereto (the “Consenting Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), amends that certain Term Loan Credit Agreement, dated as of December 5, 2014 (as amended by Amendment No. 1, dated as of February 26, 2016, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Term Facility Borrowers, the lenders party thereto, the Administrative Agent and the other agents party thereto. 
W I T N E S S E T H :
WHEREAS, each Term Facility Borrower has requested that the Credit Agreement be amended as set forth herein; 
WHEREAS, by signing this Amendment, the Required Lenders have consented to this Amendment and the amendment to the Credit Agreement described in Section 2 below;  
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
1.Defined Terms; References.  Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein.  On and after the Amendment Effective Date (as defined below), each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.  


2.Amendment.  The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby consents to amend and restate the final paragraph of Section 6.10 of the Credit Agreement in its entirety as follows:


“On and at any time after the Acquisition Closing Date, (i) beginning with the first full Fiscal Quarter after the Acquisition Closing Date, the Company will not permit the Leverage Ratio to exceed 5.25 to 1.0 as of the last day of any such Fiscal Quarter of the Company, (ii) beginning with the Fiscal Quarter ended on or about September 30, 2015, the Company will not permit the Leverage Ratio to exceed 4.50 to 1.0 as of the last day of any such Fiscal Quarter of the Company, (iii) beginning with the Fiscal Quarter ended on or about March 31, 2016, the Company will not permit the Leverage Ratio to exceed 4.75 to 1.0 as of the last day of any such Fiscal Quarter of the Company, (iv) beginning with the Fiscal Quarter ended on or about June 30, 2017, the Company will not permit the Leverage Ratio to exceed 4.50 to 1.0 as of the last day of any such Fiscal Quarter of the Company, (v) beginning with the Fiscal Quarter ended on or about December 31, 2017, the Company will not permit the Leverage Ratio to exceed 4.25 to 1.0 as of the last day of any such Fiscal Quarter of the Company, (vi) beginning with the Fiscal Quarter ended on or about March 31, 2018, the Company will not permit the Leverage Ratio to exceed 4.0 to 1.0 as of the last day of any such Fiscal Quarter of the Company, (vii) beginning with the Fiscal Quarter ended on or 







about September 30, 2018, the Company will not permit the Leverage Ratio to exceed 3.75 to 1.0 as of the last day of any such Fiscal Quarter of the Company and (viii) beginning with the Fiscal Quarter ended on or about December 31, 2018, the Company will not permit the Leverage Ratio to exceed 3.5 to 1.0 as of the last day of any such Fiscal Quarter of the Company; provided that with respect to clauses (vii) and (viii), during the four Fiscal Quarters after a Fiscal Quarter in which a Qualified Acquisition has occurred, such limit will be increased so that the Company will not permit the Leverage Ratio to exceed 4.0 to 1.0 as of the last day of any such Fiscal Quarter of the Company.”


3.Representations and Warranties; Loan Document.  Each Term Facility Borrower hereby represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing.  This Amendment is a “Loan Document,” as defined in the Credit Agreement.


4.Conditions.    The amendment contained in Section 2 of this Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:


(a)The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by each Term Facility Borrower, Consenting Lenders constituting the Required Lenders and the Administrative Agent.


(b)The representations and warranties of each Loan Party set forth in Section 3 above are true and correct on and as of the Amendment Effective Date. 


(c)Each Term Facility Borrower shall have paid all fees required to be paid on the Amendment Effective Date (including the Consent Fees (as defined below)) and all expenses for which invoices have been presented on or prior to the Amendment Effective Date, including reasonable legal fees and disbursements of counsel to the Administrative Agent and the Lenders. 


5.Consent Fees.  Each Term Facility Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Consenting Lender, a consent fee equal to 0.05% of the sum of the aggregate amount of outstanding Loans of such Lender (the “Consent Fees”).


6.Continuing Effect; No Other Amendments; Reaffirmation.  Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect.  The amendment provided for herein is limited to the specific subsection of the Credit Agreement specified herein and shall not constitute an amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend any other provisions of the Credit Agreement.  Each Term Facility Borrower hereby acknowledges and agrees that, after giving effect to this Amendment, except as expressly set forth in this Amendment, all of its respective obligations and liabilities under the Loan Documents (including, without limitation, the Guaranty executed by Perrigo Company PLC) to which it is a party are reaffirmed, and remain in full force and effect.  The execution, delivery and performance of this Amendment shall not constitute a 







waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.  


7.Expenses.  Each of the Term Facility Borrowers agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.


8.Headings.    Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any Loan Document. 


9.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.


10.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS. 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
	
		
	PERRIGO FINANCE UNLIMITED COMPANY, as Term Facility Borrower

	By:

	 
	/s/ Louis K. Cherico

	 
	Name:  Louis K. Cherico

	 
	Title:  Treasurer










	
		
	PERRIGO COMPANY PLC, as Term Facility Borrower

	By:

	 
	/s/ Louis K. Cherico

	 
	Name:  Louis K. Cherico

	 
	Title:  Treasurer












[Perrigo Term Amendment]








	
			
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent

	 
	 	By:

	 	 
	/s/ Krys Szremski

	 	 
	Name:  Krys Szremski

	 	 
	Title:    Executive Director
















[Perrigo Term Amendment]








	
		
	JPMORGAN CHASE BANK, N.A., as Lender

	By:

	 
	/s/ Krys Szremski

	 
	Name:  Krys Szremski

	 
	Title:    Executive Director










[Perrigo Term Amendment]





	
		
	WELLS FARGO BANK NATIONAL ASSOCIATION, as Lender

	By:

	 
	/s/ Kirk Tesch

	 
	Name: Kirk Tesch  

	 
	Title:   Managing Director






[Perrigo Term Amendment]





	
		
	BARCLAYS BANK PLC, as Lender

	By:

	 
	/s/ Jake Lam

	 
	Name: Jake Lam

	 
	Title:   Assistant Vice President






[Perrigo Term Amendment]







	
		
	CITIBANK, N.A., as Lender

	By:

	 
	/s/ Laura Fogarty

	 
	Name: Laura Fogarty

	 
	Title:   Vice President








[Perrigo Term Amendment]





	
		
	HSBC BANK USA, N.A., as Lender

	By:

	 
	/s/ Andrew Becker

	 
	Name: Andrew Becker

	 
	Title:   Director






[Perrigo Term Amendment]





	
		
	U.S. BANK NATIONAL ASSOCIATION, as Lender

	By:

	 
	/s/ Jeffrey S. Johnson

	 
	Name: Jeffrey S. Johnson

	 
	Title:   Senior Vice President






[Perrigo Term Amendment]





	
		
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender

	By:

	 
	/s/ Christopher Day

	 
	Name: Christopher Day

	 
	Title:   Authorized Signatory

	 
	 

	By:

	 
	/s/ Joan Park

	 
	Name: Joan Park

	 
	Title:   Authorized Signatory








[Perrigo Term Amendment]





	
		
	MIZUHO BANK, LTD., as Lender

	By:

	 
	/s/ Bertram H. Tang

	 
	Name: Bertram H. Tang

	 
	Title:   Authorized Signatory






[Perrigo Term Amendment]





	
		
	BANK OF AMERICA, N.A., as Lender

	By:

	 
	/s/ Joseph L. Corah

	 
	Name: Joseph L. Corah

	 
	Title:   Director






[Perrigo Term Amendment]





	
		
	THE NORTHERN TRUST COMPANY, as Lender

	By:

	 
	/s/ Wicks Barkhausen

	 
	Name: Wicks Barkhausen

	 
	Title:   Vice President






[Perrigo Term Amendment]





	
		
	SANTANDER BANK, N.A., as Lender

	By:

	 
	/s/ Marcelo Castro

	 
	Name: Marcelo Castro

	 
	Title:   Managing Director






[Perrigo Term Amendment]





	
		
	CITIZENS BANK, N.A., as Lender

	By:

	 
	/s/ Darran Wee

	 
	Name: Darran Wee

	 
	Title:   Senior Vice President






[Perrigo Term Amendment]





	
		
	SUMITOMO MITSUI BANKING CORPORATION, as Lender

	By:

	 
	/s/ David W. Kee

	 
	Name: David W. Kee

	 
	Title:   Managing Director










[Perrigo Term Amendment]





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

	By:

	 
	/s/ Cormac Langford

	 
	Name: Cormac Langford

	 
	Title:   Vice President

	 
	 

	By:

	 
	/s/ Sean Hassett

	 
	Name: Sean Hassett

	 
	Title:   Director








[Perrigo Term Amendment]





	
		
	BANK HAPOALIM B.M., as Lender

	By:

	 
	/s/ Yael Weinstock-Shemesh

	 
	Name: Yael Weinstock-Shemesh

	 
	Title:   Senior Vice President Head of Israeli
            Business Group

	 
	 

	By:

	 
	/s/ Tai Shpaizer

	 
	Name: Tai Shpaizer

	 
	Title:   Vice President Israeli Business Group








[Perrigo Term Amendment]





	
		
	PNC BANK, NATIONAL ASSOCIATION, as Lender

	By:

	 
	/s/ Joshua A. Droppers

	 
	Name: Joshua A. Droppers

	 
	Title:   Assistant Vice President






[Perrigo Term Amendment]





	
		
	FIFTH THIRD BANK, as Lender

	By:

	 
	/s/ Nathaniel E. Sher

	 
	Name: Nathaniel E. Sher

	 
	Title:   Vice President






[Perrigo Term Amendment]





	
		
	BNP PARIBAS, as Lender

	By:

	 
	/s/ Michael Pearce

	 
	Name: Michael Pearce

	 
	Title:   Managing Director

	 
	 

	By:

	 
	/s/ Nader Tannous

	 
	Name: Nader Tannous

	 
	Title:   Managing Director










































[Perrigo Term Amendment]