EX-4.1



 





Exhibit 4.1




EXECUTION COPY




SECOND SUPPLEMENTAL INDENTURE




     This SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 2007 (this “Instrument” or
this “Second Supplemental Indenture”), is among MYLAN LABORATORIES INC., a Pennsylvania
corporation (the “Company”), the Subsidiaries of the Company listed on the signature page
hereto (collectively, the “Guarantors”) and The Bank of New York, as trustee under the
Indenture referred to herein (the “Trustee”).



RECITALS




     WHEREAS, the Company, the Guarantors and the Trustee are parties to that certain Indenture,
dated as of July 21, 2005, as supplemented by the First Supplemental Indenture, dated as of May 31,
2007 (as supplemented, the “Indenture”), pursuant to which the Company has issued its
5.750% Senior Notes due 2010 and 6.375% Senior Notes due 2015 (collectively, the “Notes”);
and



     WHEREAS, Section 8.02 of the Indenture provides, among other things, that the Indenture may be
amended with the consent of the Holders of a majority in aggregate principal amount of the
outstanding Notes of each series affected by such amendment; and



     WHEREAS, pursuant to Section 8.02 of the Indenture, the Company, the Guarantors and the
Trustee are entering into this Instrument to effect the amendments to the Indenture provided for in
the Proposed Amendments (as defined below) in respect of each series of Notes; and



     WHEREAS, the Board of Directors of the Company has authorized the Company to approve the
amendments to the Indenture set forth in Article 2 hereof (the “Proposed Amendments”); and



     WHEREAS, pursuant to its offer to purchase and consent solicitation statement dated August 31,
2007 (the “Statement”), the Company commenced tender offers (with respect to the Notes for
each series, a “Tender Offer”) for any and all of the outstanding Notes for each series
issued under the Indenture and solicited the consents (with respect to the Notes for any series, a
“Consent Solicitation”, and, together with the Tender Offer with respect to the Notes for
such series, an “Offer”) of the Holders of the Notes for such series to the Proposed
Amendments and waiver of any defaults under the Indenture; and



     WHEREAS, the Holders of a majority in aggregate principal amount of the outstanding Notes for
each series, other than Notes owned by the Company or any of its affiliates, have duly consented to
the Proposed Amendments as applicable to their respective series of Notes; and



     WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to
the Trustee an Opinion of Counsel and Officer’s









 



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Certificate in compliance with and to the effect set forth in Section 8.06 of the Indenture
with respect to this Instrument; and



     WHEREAS, the Company and the Guarantors have agreed to execute this Instrument with respect to
each series of Notes; and



     WHEREAS, Section 8.02 of the Indenture provides, for purposes of the rights and obligations of
the parties thereto and the Holders under the Indenture only, that the Holders of Notes shall be
bound, except as otherwise expressed herein, by this Instrument once this Instrument becomes
effective; and



     WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the
bylaws (or comparable constituent documents) of the Company, the Guarantors and the Trustee
necessary to make this Instrument a valid instrument legally binding on the Company and the
Guarantors, in accordance with its terms, have been duly done and performed; and




WHEREAS, the Company hereby requests that the Trustee execute and deliver this Instrument.



     NOW, THEREFORE, in consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree for the equal and ratable benefit of the Holders of the Notes as
follows:



ARTICLE 1




Supplement and Effectiveness




     SECTION 1.01. Supplement. This Instrument relates to and affects the Notes, is supplemental
to the Indenture and shall be deemed to form a part of, and shall be construed in connection with
and as part of, the Indenture for any and all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby.



     SECTION 1.02. Effectiveness. This Instrument is effective immediately upon its execution and
delivery by each of the Company, the Guarantors and the Trustee; provided, however,
that (i) the Company will continue to comply with and be subject to the provisions of the Indenture
amended by Article 2 of this Instrument (as such provisions exist in the Indenture prior to the
effectiveness of this Instrument) with respect to the Notes for any series unless and until the
Company delivers to the Trustee a Notice of Amendment substantially in the form of Annex A hereto
with respect to such series, whereupon the Proposed Amendments shall become effective with respect
to such series as of the date and time specified in such Notice of Amendment (the “Amendment
Time” with respect to such series) and (ii) if within ten Business Days following the date on
which the Amendment Time occurs with respect to the Notes of any series the Company (or its
successor) does not accept for payment the validly tendered Notes for such series pursuant to the
applicable Offer in accordance with the terms and conditions of the Offer









 



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to Purchase, then this Instrument shall automatically become null and void ab initio with
respect to such series. If the Offer with respect to the Notes for any series is terminated prior
to acceptance of the Notes for such series, this Instrument shall automatically become null and
void ab initio with respect to such series.



ARTICLE 2




Amendments and Waivers




     SECTION 2.01. Deletion of Certain Covenants. As of the Amendment Time with respect to the
Notes for any series, each of the following sections of the Indenture (collectively, the
“Indenture Designated Provisions”) hereby ceases to be in effect for purposes of such
series, subject to the requirements of the TIA:



     SECTION 4.05. Payment of Taxes and Other Claims.



     SECTION 4.06. Restrictions on Secured Debt.




     SECTION 4.07. Restrictions on Sale Leaseback Transactions.




     SECTION 4.08. Limitation on Restricted Payments.




     SECTION 4.09. Limitations on Designation of Unrestricted Subsidiaries.




     SECTION 4.10. Additional Guarantees.




     SECTION 4.11. Reports to Holders.




     SECTION 5.01. Consolidation, Merger and Sale of Assets.




     SECTION 2.02. Modification of Certain Provisions. As of the Amendment Time with respect to
the Notes for any series, Section 6.01 of the Indenture is hereby amended and restated in its
entirety as follows for purposes of such series:



“SECTION 6.01. Events of Default.



     The following events shall be “Events of Default” (it being understood that any of the Events
of Default listed in clauses (1) through (4) that only relates to the 2010 Notes or the 2015 Notes
shall not constitute an Event of Default with respect to the unaffected series of Notes):



     (1) a failure to pay interest upon the 2010 Notes or 2015 Notes, as the case may be, that
continues for a period of 30 days after payment is due;



     (2) a failure to pay the principal or premium, if any, on the 2010 Notes or the 2015 Notes, as
the case may be, when due upon maturity, redemption, acceleration or otherwise;



     (3) a failure to make or consummate a Change of Control Offer in accordance with the
provisions of Section 4.12;



     (4) [Intentionally Omitted]



     (5) [Intentionally Omitted]









 



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     (6) [Intentionally Omitted]



     (7) [Intentionally Omitted]



     (8) [Intentionally Omitted]



     (9) [Intentionally Omitted]



     The foregoing will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.”



     SECTION 2.03. Deletion of Certain Definitions. As of the Amendment Time with respect to the
Notes for any series, notwithstanding any provision in the Indenture to the contrary, the
definition in the Indenture of each capitalized term that occurs only within the Indenture
Designated Provisions as in effect prior to the execution of this Instrument shall be of no further
force or effect for such series.



ARTICLE 3




General Provisions




     SECTION 3.01. Ratification of Indenture; First Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Instrument shall form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.



     SECTION 3.02. Indenture Remains in Full Force and Effect. This Instrument is executed and
accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the
same force and effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.



     SECTION 3.03. Trustee Not Responsible for Recitals. The recitals and statements contained
herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes
no responsibility for their correctness. The Trustee shall not be responsible for and makes no
representation as to the validity or sufficiency of this Instrument, except that the Trustee
represents and warrants that it has duly authorized, executed and delivered this Instrument.



     SECTION 3.04. Governing Law. This Instrument shall be governed by and construed in
accordance with the laws of the State of New York.



     SECTION 3.05. Definitions. Capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.









 



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     SECTION 3.06. Counterparts. This Instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such counterparts together
shall constitute one and the same instrument.



     SECTION 3.07. Headings. The section headings herein are for convenience only and shall not
affect the construction hereof.



[Signature page follows.]










 



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



	 	 	 	 	 	 	 	 	 
	 	 	TRUST INTERNATIONAL MANAGEMENT (T.I.M.)
BV, as Corporate Managing Director of
EURO MYLAN B.V.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Stefan Boermans
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stefan Boermans
	 

	 	 	 	 	 	Title:
	 	Attorney in Fact A
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Christiaan Mol
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Christiaan Mol
	 

	 	 	 	 	 	Title:
	 	Attorney in Fact B
	 
	 	 	 	 	 	 	 	 
	 	 	MYLAN LABORATORIES INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Edward J. Borkowski
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Edward J. Borkowski
	 

	 	 	 	 	 	Title:
	 	 Chief Financial

Officer
	 
	 	 	 	 	 	 	 	 
	 	 	MYLAN HOLDING INC.
	 	 	MYLAN INC.
	 	 	MYLAN TECHNOLOGIES INC.
	 	 	MYLAN INTERNATIONAL HOLDINGS, INC.
	 	 	MYLAN CARIBE, INC.
	 	 	UDL LABORATORIES, INC.
	 	 	BERTEK INTERNATIONAL, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Edward J. Borkowski
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Edward J. Borkowski
	 

	 	 	 	 	 	Title:
	 	 Vice President












 



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	 	 	MLRE LLC,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Edward J. Borkowski
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Edward J. Borkowski
	 

	 	 	 	 	 	Title:
	 	Manager
	 
	 	 	 	 	 	 	 	 
	 	 	MP AIR INC.,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Edward J. Borkowski
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Edward J. Borkowski
	 

	 	 	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 	 	 
	 	 	MYLAN PHARMACEUTICALS INC.
	 	 	MYLAN BERTEK
	 	 	PHARMACEUTICALS, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Edward J. Borkowski
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Edward J. Borkowski
	 

	 	 	 	 	 	Title:
	 	Executive Vice President












 



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	 	 	THE BANK OF NEW YORK, as Trustee,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	/s/ Mary LaGumina
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Mary LaGumina
	 

	 	 	 	 	 	Title:
	 	Vice President













 



 




ANNEX A

Notice of Amendment




pursuant to

the Second Supplemental Indenture, dated as of October 1, 2007, among the Company,

the Guarantors and the Trustee




[Date]




     NOTICE IS HEREBY GIVEN that the Proposed Amendments are to become effective with respect to
the series of Notes listed in Schedule I hereto pursuant to the Second Supplemental Indenture,
dated as of October 1, 2007 (the “Second Supplemental Indenture”), among the Company, the
Guarantors and The Bank of New York, as trustee, as of the Effective Time (as defined herein).



     The “Effective Time” is                     , New York City time, on                     , ___.



     Terms used but not defined in this Notice of Amendment shall have the meanings ascribed to
them in the Second Supplemental Indenture.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MYLAN LABORATORIES INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:













 



 




SCHEDULE I

to

Notice of Amendment