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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/30/15 Shire plc 8-K:1,9 11/25/15 3:111K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 13K 2: EX-10.01 Material Contract HTML 27K 3: EX-10.02 Material Contract HTML 14K
Exhibit 10.02
| 5 The North Colonnade | |
| Canary Wharf | |
| London E14 4BB | |
| United Kingdom | |
| PRIVATE AND CONFIDENTIAL | Tel +44 (0)20 7623 2323 |
| Shire plc (the “Company”) | |
| 5 Riverwalk | barclays.com |
| Citywest Business Campus | |
| Dublin 24 | |
| Ireland |
For the attention of: Thomas Greene
20th November 2015
SHIRE PLC - CONSENT REQUEST APPROVAL NOTICE
| 1. | We refer to: |
| (A) | the US$2,100,000,000 multicurrency revolving and swingline facilities agreement dated 12 December 2014 between, among others, the Company as an Original Borrower and an Original Guarantor and Barclays Bank PLC as Facility Agent (the “Facilities Agreement”); and |
| (B) | your letter to us dated 4 November 2015 in which you requested that the Majority Lenders agree to amendments of certain provisions of the Facilities Agreement (the “Consent Request”). |
| 2. | Unless otherwise defined, terms and expressions defined in the Facilities Agreement or in the Consent Request shall have the same meaning when used in this letter. |
| 3. | We confirm that we have received the consent of the Majority Lenders to the First Requested Amendment and the Second Requested Amendment (the “Approved Amendments”) and consequently that the Approved Amendments shall, provided that you and the other Obligors sign, date and return to us a copy of this letter in accordance with paragraph 1.3 of the Consent Request, become effective immediately and automatically, and from that date the Facilities Agreement and the Consent Request shall be read and construed as one document to the extent of the Approved Amendments. |
| 4. | Please confirm your agreement to the terms of this letter by signing, dating and returning a copy thereof. |
| 5. | This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter. |
| 6. | This letter is a Finance Document. |
| 7. | The provisions of clause 46 (Governing law) and clause 47 (Enforcement) of the Facilities Agreement are incorporated into this letter as though they were set out in full, except that references to the Facilities Agreement are to be construed as references to this letter. |
Yours faithfully
| /s/ Chris Ketchen |
for and on behalf of
Barclays Bank PLC
as Facility Agent, for itself and on behalf of each of the Finance Parties
Barclays Bank PLC, Authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority
Registered in England, Registered No. 1026167, Registered office: 1 Churchill Place, London E14 5HP
2
SHIRE PLC CONSENT REQUEST APPROVAL NOTICE SIGNATURE PAGE
Acknowledged and agreed
| /s/ Jeff Poulton |
for and on behalf of
Shire plc
| /s/ Tom Greene |
for and on behalf of
Shire Global Finance
| /s/ Tom Greene |
for and on behalf of
Shire Biopharmaceuticals Holdings
| /s/ Leo de Waal |
for and on behalf of
Shire Holdings Europe No. 2 S.à r.l.
| /s/ Leo de Waal |
for and on behalf of
Shire Holdings Luxembourg S.à r.l.
| /s/ Michael Garry |
for and on behalf of
Shire Pharmaceutical Holdings Ireland Limited
| Date: 25th November 2015 | 532294668 |