SEC Info - Shire plc - ‘8-K’ for 12/12/14

Shire plc – ‘8-K’ for 12/12/14 – EX-10.1

On: Wednesday, 12/17/14, at 10:30am ET · For: 12/12/14 · Accession #: 950103-14-8862 · File #: 0-29630

As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/17/14 Shire plc 8-K:1,2,9 12/12/14 2:2.6M Davis Polk & … LLP 01/FA

Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 23K 2: EX-10.1 Material Contract HTML 1.44M

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SECTION 11

ADMINISTRATION

36.	PAYMENT MECHANICS

36.1	Payments to each Agent

(A)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the relevant Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the relevant Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(B)

Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) and with such bank as the relevant Agent specifies.

36.2	Distributions by an Agent

Each payment received by an Agent under the Finance Documents for another Party shall, subject to Clause 36.3 (Distributions to an Obligor), Clause 36.4 (Clawback) and Clause 33.18 (Deduction from amounts payable by the Agents) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London).

36.3	Distributions to an Obligor

An Agent may (with the consent of the Obligor or in accordance with Clause 37 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

36.4

Clawback

(A)

Where a sum is to be paid to an Agent under the Finance Documents for another Party, an Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(B)

If an Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on

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that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

36.5	Impaired Agent

(A)

If, at any time, an Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents (the "Paying Party") to that Agent in accordance with Clause 36.1 (Payments to each Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties"). In each case such payments must be made on the due date for payment under the Finance Documents.

(B)

All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Parties pro rata to their respective entitlements.

(C)

A Party which has made a payment in accordance with this Clause 36.5 (Impaired Agent) shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(D)

If a Lender makes a payment into a trust account pursuant to paragraph (A) above to which an Obligor is beneficially entitled, the Lender shall promptly notify the Parent Company. Promptly upon request by the relevant Obligor, and to the extent that it has been provided with the necessary information by that Obligor, the Lender shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the relevant Obligor.

(E)

Promptly upon the appointment of a successor Agent in accordance with Clause 33.13 (Replacement of an Agent), and without prejudice to paragraph (D) above, each Paying Party shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the Recipient Parties in accordance with Clause 36.2 (Distributions by an Agent).

36.6	Partial payments

(A)

If an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of each Agent and Arranger under the Finance Documents;

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(ii)

secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(B)

An Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (A)(i) to (A)(iv) above.

(C)

Paragraphs (A) and (B) above will override any appropriation made by an Obligor.

36.7	No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

36.8	Business Days

(A)

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(B)

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

36.9	Currency of account

(A)

Subject to paragraphs (B) to (E) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(B)

A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.

(C)

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(D)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(E)

Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

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36.10

Change of currency

(A)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Parent Company); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(B)

If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Parent Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

37.

SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

38.

NOTICES

38.1	Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

38.2

Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(A)

in the case of the Parent Company and each other Original Obligor, that identified with its name below;

(B)

in the case of each Original Lender, that identified with its name below;

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(C)

in the case of each other Lender and any other Obligor, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party; and

(D)

in the case of an Agent, that identified with its name below,

or any substitute address or fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

38.3

Delivery

(A)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 38.2 (Addresses), if addressed to that department or officer.

(B)

Any communication or document to be made or delivered to an Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(C)

All notices from or to an Obligor shall be sent through an Agent.

(D)

Any communication or document made or delivered to the Parent Company in accordance with this Clause 38 (Notices) will be deemed to have been made or delivered to each of the Obligors.

38.4	Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 38.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

38.5	Communication when an Agent is an Impaired Agent

If an Agent is an Impaired Agent the Parties may, instead of communicating with each other through such Agent (if and to the extent that the same is required pursuant to the terms of this Agreement), communicate with each other directly and (while such Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by such Agent shall be varied so that communications may be made and notices given to or by the relevant Parties

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directly. This provision shall not operate after a replacement Agent has been appointed unless such replacement Agent becomes an Impaired Agent.

38.6	Electronic communication

(A)

Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less then five Business Days’ notice.

(B)

Any such electronic communication as specified in paragraph (A) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(C)

Any such electronic communication as specified in paragraph (A) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to an Agent only if it is addressed in such a manner as an Agent shall specify for this purpose.

(D)

Any electronic communication which becomes effective, in accordance with paragraph (C) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(E)

Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 38.6 (Electronic communication).

38.7	English language

(A)

Any notice given under or in connection with any Finance Document must be in English.

(B)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

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(ii)

if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

39.	CALCULATIONS AND CERTIFICATES

39.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

39.2	Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest or proven error, prima facie evidence of the matters to which it relates.

39.3	Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

40.	PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

41.	REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

42.	AMENDMENTS AND WAIVERS

42.1	Required consents

(A)

Subject to Clause 42.2 (Exceptions) and Clause 42.5 (Exclusion of Commitments of Defaulting Lender) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

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(B)

The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42 (Amendments and waivers).

42.2	Exceptions

(A)

An amendment or waiver that has the effect of changing or which relates to:

(i)

the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)

an extension to the date of payment of any amount under the Finance Documents;

(iii)

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)

an increase in or an extension of any Commitment;

(v)

a change to the Borrowers or Guarantors other than in accordance with Clause 32 (Changes to the Obligors);

(vi)

any provision which expressly requires the consent of all the Lenders;

(vii)

Clause 2.3 (Finance Parties' rights and obligations), Clause 12 (Mandatory prepayment), Clause 31 (Changes to the Lenders), Clause 35 (Sharing Amoung the Finance Parties), this Clause 42 (Amendments and waivers), Clause 46 (Governing Law) or Clause 47.1 (Jurisdiction); or

(viii)

the nature or scope of the guarantee and indemnity granted by the Parent Company (and any Newco, if applicable) under Clause 24 (Guarantee and indemnity).

shall not be made without the prior consent of all the Lenders. This provision is subject to Clause 42.4 (Disenfranchisement of Defaulting Lenders) and Clause 42.5 (Exclusion of Commitments of Defaulting Lender).

(B)

An amendment or waiver which relates to the rights or obligations of an Agent or Arranger or a Reference Bank (each in their capacity as such) may not be effected without the consent of that Agent, the Arranger or that Reference Bank, as the case may be.

42.3	Replacement of Screen Rate

(A)

Subject to paragraph (B) of Clause 42.2 (Exceptions), if any Screen Rate is not available for a currency which can be selected for a Loan, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

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(B)

If any Lender fails to respond to a request for an amendment or waiver described in paragraph (A) above within 5 Business Days (unless the Parent Company and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

(i)

its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

42.4	Disenfranchisement of Defaulting Lenders

(A)

Subject to paragraph (C) below, for so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, without limitation, unanimity) of the Total Commitments or whether the approval of all Lenders has been obtained in relation to any request for a consent, waiver, amendment or other vote under the Finance Documents:

(i)

that Defaulting Lender's Commitments will be reduced by the amount of its Available Commitments; and

(ii)

that Defaulting Lender will not be treated as a Lender for the purposes of paragraph (A) of Clause 42.2 (Exceptions) if it has no participation in an outstanding Loan.

(B)

Subject to paragraph (C) below, for the purposes of this Clause 42.4 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders:

(i)

any Lender which has notified any Agent that it has become a Defaulting Lender;

(ii)

any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

(C)

For the avoidance of doubt nothing in this Clause 42.4 (Disenfranchisement of Defaulting Lenders) or otherwise shall relieve, reduce or affect any obligation of a Defaulting Lender under Clauses 7.3 (Repayment) or 35 (Sharing among the Finance Parties) or any other obligation owed by such Defaulting Lender to a Finance Party and the Commitments, and participations in any Loan, of a

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Defaulting Lender shall not be reduced or excluded for the purposes of any calculation to that extent.

42.5	Exclusion of Commitments of Defaulting Lender

Subject to paragraph (C) of Clause 42.4 (Disenfranchisement of Defaulting Lenders), if any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Document or other vote of Lenders under this Agreement within five Business Days (or any longer period for response expressly stipulated by the Parent Company in or in relation to the relevant consent, waiver or amendment request ) of that request being made:

(A)

its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of the Total Commitments has been obtained to approve that request; and

(B)

it will not count as a Lender for the purposes of Clause 42.2 (Exceptions).

42.6	Replacement of Defaulting Lender

(A)

The Parent Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five Business Days' prior written notice to the Facility Agent and such Lender:

(i)

replace such Lender (and, as applicable, any Affiliate of that Lender which is a Swingline Lender) by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer (and, as applicable, procure the transfer of) pursuant to and in accordance with Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations (and, as applicable, the rights and obligations of any Affiliate of that Lender which is a Swingline Lender) under this Agreement;

(ii)

require such Lender to (and to the extent permitted by law such Lender shall) transfer (and, as applicable, procure the transfer of) pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Facility Commitment of the Lender, including for the avoidance of doubt any undrawn Swingline Commitment of that Lender and (as applicable) of any Affiliate of that Lender which is a Swingline Lender; or

(iii)

require such Lender to (and to the extent permitted by law such Lender shall) transfer (and, as applicable, procure the transfer of) pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility, including for the avoidance of doubt the Swingline Facility, and (as applicable) the rights and obligations of any Affiliate of that Lender which is a Swingline Lender in respect of the Swingline Facility,

to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent Company, and which confirms

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its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (and, as applicable, its Affiliate which is a Swingline Lender) in accordance with Clause 31 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's (and, as applicable, its Affiliate's which is a Swingline Lender) participation in the outstanding Utilisations and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 31.9 (Pro-rata interest settlement) Break Costs and other amounts payable thereto under the Finance Documents, or such other purchase price as may be agreed by the Defaulting Lender with the Replacement Lender and the Parent Company.

(B)

Each Lender hereby instructs the Facility Agent to execute on its behalf any Transfer Certificate which is required to give effect to the terms of this Clause if that Lender is a Defaulting Lender due to the occurrence of an Insolvency Event.

(C)

Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:

(i)

the Parent Company shall have no right to replace an Agent;

(ii)

neither an Agent nor the Defaulting Lender shall have any obligation to the Parent Company to find a Replacement Lender; and

(iii)

in no event shall the Defaulting Lender (or, as applicable, its Affiliate which is a Swingline Lender) be required to pay or surrender to such Replacement Lender any of the fees received by the Defaulting Lender (or, as applicable, its Affiliate which is a Swingline Lender) pursuant to the Finance Documents.

42.7	Replacement of Non-Consenting Lender

(A)

If at any time any Lender becomes a Non-Consenting Lender (as defined in paragraph (C) below), then the Parent Company may, on five Business Days prior written notice to the Facility Agent and such Lender:

(i)

cancel the Commitment of the Non-Consenting Lender at the next interest payment or rollover date; or

(ii)

require such Lender to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to another Lender (a "Replacement Lender") which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) in accordance with Clause 31 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest, Break Costs and

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other amounts payable in relation thereto under the Finance Documents.

(B)

The replacement of a Lender pursuant to this Clause 42.7 (Replacement of Non-Consenting Lender) shall be subject to the following conditions:

(i)

the Parent Company shall have no right to replace the Facility Agent;

(ii)

neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender;

(iii)

in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than ten Business Days after the date the Non-Consenting Lender notifies the Parent Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Parent Company; and

(iv)

in no event shall the Lender replaced under this Clause 42.7 (Replacement of Non-Consenting Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

(C)

In the event that:

(i)

the Parent Company or the Facility Agent (at the request of the Parent Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents;

(ii)

the waiver or amendment in question requires the consent of all the Lenders; and

(iii)

Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments prior to that reduction) have consented to such waiver or amendment,

then any Lender who has declined or failed to consent or provide approval by the later of (a) the date nominated by the Facility Agent in the request to the Lenders as a deadline for response, and (b) three Business Days after such 85 per cent. Lender approval or consent has been received, shall be deemed a "Non-Consenting Lender".

42.8	No split voting

In relation to any consent or exercise of discretion in connection with any waiver, amendment or otherwise by any Lender under or in connection with a Finance Document, such Lender shall only be entitled to a single vote representing, as the case may be, its Commitment and/or participations in the Loans and shall not be entitled to split such vote.

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43.	CONFIDENTIAL INFORMATION

43.1	Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 43.2 (Disclosure of Confidential Information) and Clause 43.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

43.2	Disclosure of Confidential Information

Any Finance Party may disclose:

(A)

to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall reasonably consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (A) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(B)

to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person's Affiliates, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Representatives and professional advisers;

(iii)

appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (B) of Clause 33.15 (Relationship with the Lenders));

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above;

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(v)

to whom and to the extent that information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, Tax or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 31.8 (Security over Lenders' rights);

(vii)

to whom and to the extent that information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes concerning the Finance Documents;

(viii)

who is a Party; or

(ix)

with the prior written consent of the Parent Company;

in each case, such Confidential Information as that Finance Party shall reasonably consider appropriate if:

(a)

in relation to paragraphs (i), (ii) and (iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(b)

in relation to paragraph (iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(c)

in relation to paragraphs (v), (vi) and (vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that in the case of paragraph (v) only there shall be no requirement to so inform if, in the reasonable opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(C)

to any person appointed by that Finance Party or by a person to whom paragraph (B)(i) or paragraph (B)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including, without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (C) if the service provider to whom the Confidential

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Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent Company and the relevant Finance Party; and

(D)

to any rating agency (including its professional advisers), such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents.

43.3	Disclosure to numbering service providers

(A)

Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(i)

names of Obligors;

(ii)

country of domicile of Obligors;

(iii)

place of incorporation of Obligors;

(iv)

date of this Agreement;

(v)

the names of the Agent and the Arranger;

(vi)

date of each amendment and restatement of this Agreement;

(vii)

amount of Total Commitments;

(viii)

currencies of the Facilities;

(ix)

type of Facilities;

(x)

ranking of Facilities;

(xi)

Termination Date for Facilities;

(xii)

changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xiii)

such other information agreed between such Finance Party and the Parent Company to be disclosable expressly for the purposes of this Clause 43.3 (Disclosure to numbering service providers),

to enable such numbering service provider to prove its usual syndicated loan numbering identification services.

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(B)

The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of the numbering service provider.

(C)

The Facility Agent shall notify the Parent Company and the other Finance Parties of:

(i)

the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(ii)

the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

(D)

Each Obligor represents that none of the information set out in paragraphs (A)(i) to (A)(xiii) above is, nor will at any time be, unpublished price sensitive information.

43.4	Entire agreement

This Clause 43 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

43.5	Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

43.6	Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent Company:

(A)

in advance of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (B)(v) (except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function) and paragraph (B)(vii), in each case of Clause 43.2 (Disclosure of Confidential Information); and

(B)

promptly upon becoming aware that Confidential Information has been disclosed in breach of this Clause 43 (Confidential Information).

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43.7	Continuing obligations

The obligations in this Clause 43 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 24 months from the earlier of:

(A)

the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(B)

the date on which such Finance Party otherwise ceases to be a Finance Party.

44.	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

44.1	Confidentiality and disclosure

(A)

Each Agent and each Obligor agree to keep each Funding Rate (and, in the case of each Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (B), (C) and (D) below.

(B)

An Agent may disclose:

(i)

any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 15.4 (Notification of rates of interest); or Clause 7.5 (Interest) and

(ii)

any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.

(C)

An Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i)

any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

147

(ii)

any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)

any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)

any person with the consent of the relevant Lender or Reference Bank, as the case may be.

(D)

An Agent's obligations in this Clause 43 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 15.4 (Notification of rates of interest) or Clause 7.5 (Interest) provided that (other than pursuant to paragraph (B)(i) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

44.2	Related obligations

(A)

Each Agent and each Obligor acknowledge that each Funding Rate (and, in the case of an Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each Agent and each Obligor undertake not to use any Funding Rate or, in the case of an Agent, any Reference Bank Quotation for any unlawful purpose.

(B)

Each applicable Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

(i)

of the circumstances of any disclosure made pursuant to paragraph (C)(ii) of Clause 44.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

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(ii)

upon becoming aware that any information has been disclosed in breach of this Clause 43 (Confidentiality of Funding Rates and Reference Bank Quotations).

44.3	No Event of Default

No Event of Default will occur under Clause 30.3 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations).

45.	COUNTERPARTS

Each Finance Document 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 the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

46.	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

47.	ENFORCEMENT

47.1	Jurisdiction

(A)

The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

(B)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

47.2	Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(A)

irrevocably appoints SGF as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(B)

agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned,

and SGF hereby accepts such appointment on the terms of this Clause 47.2 (Service of process).

47.3	Waiver of jury trial

EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OF THE FINANCE DOCUMENTS.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE PARTIES

PART I

THE OBLIGORS

The Original Borrowers	Registration number (or equivalent, if any)	Country / state of incorporation	Share capital (if required by law)
Shire PLC	99854	Jersey
Shire Global Finance	05418960	England and Wales
Shire Biopharmaceuticals Holdings	05492592	England and Wales
Shire Holdings Europe No. 2 S.à r.l.	B138468	Luxembourg	US$ 1,848,594,663.-
Shire Holdings Luxembourg S.à r.l.	B153625	Luxembourg	US$ 111,062,994.-
Shire Pharmaceutical Holdings Ireland Limited	457374	Ireland

The Original Guarantor	Registration number (or equivalent, if any)		Country / state of incorporation
Shire PLC	99854		Jersey

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PART II

THE ORIGINAL REVOLVING LENDERS

Name of Original Revolving Lender	Revolving Facility Commitment (US$)	Facility Office	Treaty Passport Number1	Jurisdiction of Tax Residence2	UK Non-Bank Lender?
Abbey National Treasury Services Plc (trading as Santander Global Banking and Markets)	200,000,000.00	2 Triton Square, Regent’s Place, London NW1 3AN			No
Bank of America Merrill Lynch International Limited	200,000,000.00	2 King Edward Street, London, EC1A 1HQ		United Kingdom	No
Barclays Bank PLC	200,000,000.00	Barclays Bank PLC, 1 Churchill Place, Canary Wharf, London E14 5HP	N/A	United Kingdom	No
Citibank, N.A. London Branch	200,000,000.00	Citigroup Centre, Canada Square, London E14 5LB			No
Lloyds Bank PLC	200,000,000.00	Level 1, City Mark, 150 Fountainbridge, Edinburgh			No

1 If applicable.

2 If applicable.

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		EH3 9PE
The Royal Bank of Scotland plc	200,000,000.00	135 Bishopsgate, London EC2M 3UR			No
Sumitomo Mitsui Banking Corporation	200,000,000.00	Neo Building, Rue Montoyer 51 Box 6, 1000 Brussels, Belgium	43/S/274647/DTTP	Japan	No
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	100,000,000.00	Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9AN			No
Credit Suisse AG, London Branch	100,000,000.00	One Cabot Square, London E14 4QJ			No
Deutsche Bank Luxembourg S.A.	100,000,000.00	2, Boulevard Konrad Adenauer, L-1115 Luxembourg	48/D/72718/DTTP	Grand Duchy of Luxembourg	No
DNB Bank ASA	100,000,000.00	8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF			No
Goldman Sachs Bank USA	100,000,000.00	Peterborough Court, 133 Fleet Street, London EC4A 2BB			No
Mizuho Bank, Ltd.	100,000,000.00	Bracken House, One Friday Street, London EC4M			No

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		9JA
Morgan Stanley Bank, N.A.	100,000,000.00	25 Cabot Square, Canary Wharf, London, E14 4QA			No

154

PART III

THE ORIGINAL DOLLAR SWINGLINE LENDERS

Name of Original Dollar Swingline Lender	Swingline Commitment (US$)	Facility Office	Treaty Passport Number3	Jurisdiction of Tax Residence4	UK Non-Bank Lender?
Abbey National Treasury Services Plc (trading as Santander Global Banking and Markets)	24,725,274.73	2 Triton Square, Regent’s Place, London NW1 3AN		United Kingdom	No
Bank of America, N.A.	24,725,274.73	150 N.College St.,Charlotte, NC 28255		United States of America	No
Barclays Bank PLC	24,725,274.73	Barclays Bank PLC London c/o Barclays Capital Services LLC, Global Services Unit as US Dollar Funding Administrator, 700 Prides Crossing, Delaware, Newark 19713, USA		United Kingdom	No
Citibank, N.A.	24,725,274.73	1615 Brett Road Building III, New Castle, DE 19720			No
Lloyds Bank PLC	24,725,274.73	Level 1, City Mark, 150			No

3 If applicable.

4 If applicable.

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		Fountainbridge, Edinburgh EH3 9PE
The Royal Bank of Scotland plc	24,725,274.73	4246 S. Riverboat Rd, Taylorsville, Ut 84123			No
Sumitomo Mitsui Banking Corporation	24,725,274.73	Neo Building, Rue Montoyer 51 Box 6, 1000 Brussels, Belgium	43/S/274647/DTTP	Japan	No
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	12,820,512.82	BTMU Operations Office for the Americas, 1251 Avenue of the Americas, 12th Floor, New York	43/B/322072/DTTP	Japan	No
Credit Suisse AG, Cayman Islands Branch	12,820,512.82	One Madison Avenue, New York, NY 10010			No
Deutsche Bank Luxembourg S.A.	12,820,512.82	2, Boulevard Konrad Adenauer, L-1115 Luxembourg	48/D/72718/DTTP	Grand Duchy of Luxembourg	No
Goldman Sachs Bank USA	12,820,512.81	Peterborough Court, 133 Fleet Street, London EC4A 2BB			No
Mizuho Bank, Ltd.	12,820,512.81	1800 Plaza Ten, Harborside Financial Ctr, Jersey City NJ 07311			No
Morgan Stanley Bank, N.A.	12,820,512.81	25 Cabot Square, Canary Wharf, London E14 4QA			No

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PART IV

THE ORIGINAL EURO SWINGLINE LENDERS

Name of Original Euro Swingline Lender	Swingline Commitment (US$)	Facility Office	Treaty Passport Number5	Jurisdiction of Tax Residence6	UK Non-Bank Lender?
Abbey National Treasury Services Plc (trading as Santander Global Banking and Markets)	24,725,274.73	2 Triton Square, Regent’s Place, London NW1 3AN			No
Bank of America Merrill Lynch International Limited	24,725,274.73	2 King Edward Street, London, EC1A 1HQ		United Kingdom	No
Barclays Bank PLC	24,725,274.73	Barclays Bank PLC, 1 Churchill Place, Canary Wharf, London E14 5HP	N/A	United Kingdom	No
Citibank, N.A. London Branch	24,725,274.73	Citigroup Centre, Canada Square, London E14 5LB			No
Lloyds Bank PLC	24,725,274.73	Level 1, City Mark, 150 Fountainbridge, Edinburgh EH3 9PE			No
The Royal Bank of Scotland plc	24,725,274.73	135 Bishopsgate, London, EC2M			No

5 If applicable.

6 If applicable.

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		3UR
Sumitomo Mitsui Banking Corporation	24,725,274.73	Neo Building, Rue Montoyer 51 Box 6, 1000 Brussels, Belgium	43/S/274647/DTTP	Japan	No
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	12,820,512.82	Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9AN			No
Credit Suisse AG, London Branch	12,820,512.82	One Cabot Square, London E14 4QJ			No
Deutsche Bank Luxembourg S.A.	12,820,512.82	2, Boulevard Konrad Adenauer, L-1115 Luxembourg	48/D/72718/DTTP	Grand Duchy of Luxembourg	No
Goldman Sachs Bank USA	12,820,512.81	Peterborough Court, 133 Fleet Street, London, EC4A 2BB			No
Mizuho Bank, Ltd.	12,820,512.81	Bracken House, One Friday Street, London EC4M 9JA			No
Morgan Stanley Bank, N.A.	12,820,512.81	25 Cabot Square, Canary Wharf, London E14 4QA			No

158

SCHEDULE 2

CONDITIONS PRECEDENT

PART I

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. Original Obligors

(a)	A copy of the constitutional documents of each Original Obligor.

(b)	A copy of a resolution of the board of directors (or a duly appointed committee of the board of directors) of:

(i)	each Original Obligor (other than the Parent Company):

(A)

approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(B)

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(C)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(ii)

in the case of the Parent Company, resolving in writing to delegate all powers, authorities and discretions of the Parent Company in relation to the negotiation and entry into this Agreement and all documents and matters related, ancillary or incidental thereto, to a named delegate, with full powers of sub-delegation, and confirming that signature of any document by such delegate constitutes conclusive evidence of its approval by him.

(i)

an up-to-date excerpt (or similar document) for each Original Obligor from the Luxembourg Register of Commerce and Companies; and

(ii)

an up-to-date certificate (or similar document) for each Original Obligor from the Luxembourg Register of Commerce and Companies stating that no judicial decision has been registered with the Luxembourg Register of Commerce and Companies by application of article 13, items 2 to 11 and 13 and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the financial statements of companies, as amended (the “RCS Law”) according to which each of the Original Obligors would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including, in particular, bankruptcy (faillite), controlled management (gestion controlée), suspension of

159

payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings.

(d)	An extract from a resolution of the board of directors of each Original Obligor evidencing due appointment of the committee of the board of directors referred to in paragraph (b) above, if applicable.

(e)	A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b) above.

(f)	A certificate of the Parent Company (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(g)	A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. Legal opinions

(a)	A legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Agents in England.

(b)	A legal opinion of Ogier, legal advisers to the Arrangers and the Agents in Jersey.

(c)	A legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Agents in Luxembourg.

(d)	A legal opinion of A&L Goodbody, legal advisers to the Arrangers and the Agents in Ireland.

3. Other documents and evidence

(a)	Duly executed Fee Letters and this Agreement.

(b)	Evidence that any agent for service of process referred to in Clause 47.2 (Service of process), if not an Original Obligor, has accepted its appointment.

(c)	The Original Financial Statements and interim financial statements of the Parent Company.

(d)	Evidence that the fees, costs and expenses then due from the Parent Company pursuant to Clause 18 (Fees) and Clause 23 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

(e)	Any information that is requested by a Finance Party (acting reasonably) to ensure compliance with applicable "know your customer" requirements.

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(f)

Evidence of irrevocable cancellation of all commitments and payment of all outstanding amounts (if any) under the 2010 Agreement prior to or on the first Utilisation Date and that the facilities under the 2010 Agreement have been or will be irrevocably cancelled on or prior to the first Utilisation Date.

(g)

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent reasonably considers to be necessary or desirable (if it has notified the Parent Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

161

PART II

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR

1. An Accession letter, duly executed by the Additional Obligor and the Parent Company.

2. A copy of the constitutional documents of the Additional Obligor.

If the Additional Obligor is a US Obligor, (i) a copy of a good standing certificate (including verification of tax status) with respect to the Additional Obligor, issued as of a recent date by the secretary of state or other appropriate official of the Additional Obligor's jurisdiction of incorporation or organisation and (ii) a solvency certificate signed by an officer of such Additional Obligor in form and substance satisfactory to the Facility Agent and its counsel, acting reasonably.

4.	A copy of a resolution of the board of directors (or a duly appointed committee of the board of directors) of the Additional Obligor:

(a)

approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)

authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)

authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.

5.	A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.

6.	A certificate of the Additional Obligor (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the total commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

7.	A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

A copy of any other authorisation or other document, opinion or assurance which the Facility Agent reasonably considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the accession letter or for the validity and enforceability of any Finance Document.

9.	If available, the latest audited financial statements of the Additional Obligor.

10.	A legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Agents in England.

162

11.	If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers and the Agents or the Parent Company, as the case may be, in the jurisdiction in which the Additional Obligor is incorporated.

12.	If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 47.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

13.	Any information that is requested by a Finance Party (acting reasonably) to ensure compliance with applicable “know your customer” requirements.

163

SCHEDULE 3

REQUESTS

PART I

UTILISATION REQUEST – REVOLVING LOAN

From:

[Borrower]/[[Parent Company] on behalf of [Borrower] as Borrower]]

To: [Facility Agent]

Dated:

Dear Sirs

Shire PLC – US$ 2,100,000,000 Multi-Currency Facilities Agreement

dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Revolving Loan on the following terms:

Proposed Utilisation Date:	[ ] (or, if that is not a Business Day, the next Business Day)

Facility to be utilised:	Revolving Facility

Currency of Loan:	[ ]

Amount:	[ ] or, if less, the Available Facility

Interest Period	[ ]

3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.

4.	[We confirm that the fees, costs and expenses due from the Parent Company pursuant to Clause 18 (Fees) and Clause 23 (Costs and expenses) of the Agreement have been paid, or if not, will be paid out of the amount specified in paragraph 2 above]*

5.	The proceeds of this Revolving Loan should be credited to [account].

6. This Utilisation Request is irrevocable.

Yours faithfully

164

…………………………………

Authorised signatory for

[Name of relevant Borrower]/

[[Parent Company] on behalf of [Borrower] as Borrower]]

* To be included in the first Utilisation Request

165

PART II

UTILISATION REQUEST – SWINGLINE LOAN

From: [Borrower]/[[Parent Company] on behalf of [Borrower] as Borrower]]

To: [Swingline Agent]

Dated:

Dear Sirs

Shire PLC – US$ 2,100,000,000 Multi-Currency Facilities Agreement

dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Swingline Loan on the following terms:

Proposed Utilisation Date:	[ ] (or, if that is not a Business Day, the next Business Day)

Facility to be utilised:	Swingline Facility
Currency of Loan:	[ ]
[Base Currency] Amount:7	[ ] or, if less, the Available Facility
Interest Period	[ ]

3.	We confirm that each condition specified in Clause 6.4 (Swingline Lenders' participation) of the Agreement is satisfied on the date of this Utilisation Request.

4. The proceeds of this Swingline Loan should be credited to [account].

5. This Utilisation Request is irrevocable.

Yours faithfully

…………………………………

Authorised signatory for

7 For Euro Swingline Loans, this will be an amount in euro (and the relevant Agent will notify the Base Currency Amount per Clause 6.4 (Swingline Lenders’ participation)). For Dollar Swingline Loans, this will be a Base Currency Amount.

166

[Name of relevant Borrower]/

[[Parent Company] on behalf of [Borrower] as Borrower]]

167

SCHEDULE 4

FORM OF ASSIGNMENT AGREEMENT

To: [ ] as Facility Agent

[ ] as the Parent Company, for and on behalf of each Obligor

From: [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)

Dated:

Shire PLC - US$ 2,100,000,000 Multi-Currency

Facilities Agreement dated 12 December 2014 (the “Agreement”)

1.	We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2. We refer to Clause 31.6 (Procedure for assignment).

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitments and participations in Loans under the Agreement as specified in the Schedule.

(b)

The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in Loans under the Agreement specified in the Schedule.

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [ ].

4.	On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5.	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.

6.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (C) of Clause 31.4 (Limitation of responsibility of Existing Lenders).

168

7.	The New Lender confirms:

(a)

that it is a UK Qualifying Lender, an Irish Qualifying Lender, a US Qualifying Lender and a Luxembourg Qualifying Lender; 8 [and]

(b)

[for the benefit of the Facility Agent and without liability to any Obligor, that it is a Treaty Lender with respect to [the UK] [and] [Ireland] [and] [the US] [and] [Luxembourg] [and, with respect to Ireland, that it is a Treaty Lender which is not otherwise an Irish Qualifying Lender]].9

8.	[The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom Tax purposes;

(b) a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company.]10

9. The New Lender confirms that it is not a Defaulting Lender.

10.	The New Lender confirms that it is [not]11 an Acceptable Bank.

8	Note that, pursuant to paragraph (C) of Clause ‎19.2 (Tax gross-up), the New Lender must confirm that it is a UK Qualifying Lender, an Irish Qualifying Lender, a US Qualifying Lender and a Luxembourg Qualifying Lender.

Delete/amend as applicable. Note that, pursuant to paragraph (C) of Clause ‎19.2 (Tax gross-up), the New Lender must confirm whether or not it is a Treaty Lender with respect to the UK, Ireland, the US and Luxembourg (and, in respect of Ireland, whether it is a Treaty Lender which is not otherwise an Irish Qualifying Lender).

10	Delete/amend as applicable if the New Lender comes within paragraph (a) (iii) of the definition of Qualifying Lender in Clause 19.1.

11	Include/delete as applicable.

169

11.

[The New Lender confirms that it is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ ]), so that interest payable to it by a UK Borrower is generally subject to full exemption from UK withholding tax and its jurisdiction of Tax residence is [ ] and notifies the Parent Company that:

(a)

each UK Borrower which is a Party as a UK Borrower as at the Transfer Date must, to the extent that the New Lender becomes a Lender under a Facility which is made available to that Borrower pursuant to Clause 2 (The Facilities) of the Agreement, make an application to HM Revenue & Customs under form DTTP2 within 20 days of the Parent Company receiving or being deemed to receive this notification; and

(b)

each Additional Borrower which is a UK Borrower and which becomes an Additional Borrower after the Transfer Date must make an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional Borrower.]12

12.

This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 31.7 (Copy of Assignment Agreement, Transfer Certificate, Increase Confirmation to Parent Company), to the Parent Company (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

13.	The Assignment Agreement 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 Assignment Agreement.

14.	This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

15.	This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

12	This confirmation must be included if the New Lender holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement. A copy of the Transfer Certificate must be sent to the Parent Company at the same time as the Facility Agent.

170

THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, email address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
Branch: [ ]	Branch MEI: [ ]
By:	By:

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [ ].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

Facility Agent MEI: [ ]

By:

171

SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To: [ ] as Facility Agent

[ ] as the Parent Company, for and on behalf of each Obligor

From:

[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

Shire PLC – US$ 2,100,000,000 Multi-Currency Facilities Agreement

dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 31.5 (Procedure for transfer) of the Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in accordance with Clause 31.5 (Procedure for transfer) of the Agreement.

(b)

The proposed Transfer Date is [ ].

(c)

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) of the Agreement are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (C) of Clause 31.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

4.	The New Lender confirms:

(a)

that it is a UK Qualifying Lender, an Irish Qualifying Lender, a US Qualifying Lender, and a Luxembourg Qualifying Lender;13 [and]

(b)

[for the benefit of the Facility Agent and without liability to any Obligor, that it is a Treaty Lender with respect to [the UK] [and] [Ireland] [and] [the US] [and]

13	Note that, pursuant to paragraph (C) of Clause ‎19.2 (Tax gross-up), the New Lender must confirm that it is a UK Qualifying Lender, an Irish Qualifying Lender, a US Qualifying Lender and a Luxembourg Qualifying Lender.

172

[Luxembourg] [and, with respect to Ireland, that it is a Treaty Lender which is not otherwise an Irish Qualifying Lender]].14

5.	[The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom Tax purposes;

(b) a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

(c)

6. The New Lender confirms that it is not a Defaulting Lender.

7. The New Lender confirms that it is [not]16 an Acceptable Bank.

(a)

15	Delete/amend as applicable if the New Lender comes within paragraph (a) (iii) of the definition of Qualifying Lender in Clause 19.1.

16	Include/delete as applicable.

173

DTTP2 within 20 days of the Parent Company receiving or being deemed to receive this notification; and

(b)

For the avoidance of doubt and in accordance with Clause 30.5(C)(v) of the Agreement, each guarantee given and/or security interest created under or pursuant to this Agreement shall be preserved for the benefit of any New Lender for the purpose of article 1278 et seq. of the Luxembourg Civil Code (to the extent applicable).

10.	This Transfer Certificate 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 Transfer Certificate.

11.	This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

17	This confirmation must be included if the New Lender holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement. A copy of the Increase Confirmation must be sent to the Parent Company at the same time as the Facility Agent.

174

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, email address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
Branch: [ ]	Branch: [ ]
Branch MEI: [ ]	Branch MEI: [ ]
By:	By:

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ ].

[Facility Agent]

Facility Agent MEI: [ ]

By:

175

SCHEDULE 6

FORM OF ACCESSION LETTER

To: [ ] as Facility Agent

From:

[Subsidiary] [Top Newco] and [Parent Company] on behalf of [Subsidiary] [Top Newco] and [Parent Company]]

Dated:

Dear Sirs

Shire PLC – US$ 2,100,000,000 Multi-Currency Facilities Agreement

dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

[Subsidiary] [Top Newco] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the Terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [32.2 (Additional Borrowers)]/[Clause 32.4 (Additional Guarantors)] of the Agreement. [Subsidiary] [Top Newco] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3. [Subsidiary's] [Top Newco’s] administrative details are as follows:

Address:

Fax No:

Attention:

4.	This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

[5. This [Guarantor] Accession Letter is entered into by a deed.]

[[Parent Company]	[[Subsidiary] [Top Newco]
By:]	By:]

176

SCHEDULE 7

FORM OF RESIGNATION LETTER

To: [ ] as Facility Agent

From:

[resigning Obligor] and [Parent Company] on behalf of [resigning Obligor] and [Parent Company]]

Dated:

Dear Sirs

Shire PLC – US$ 2,100,000,000 Multi-Currency Facilities Agreement

dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2.	Pursuant to [Clause 32.3 (Resignation of a Borrower)]/[Clause 32.6 (Resignation of a Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.

3. We confirm that:

(a)

no Default is continuing or will result from the acceptance of this Resignation Letter; and

(b) [ ]

4.	This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

[[Parent Company]	[[resigning Obligor]
By:]	By:]

177

SCHEDULE 8

FORM OF COMPLIANCE CERTIFICATE

To: [ ] as Facility Agent

From: [Parent Company]

Dated:

Dear Sirs

Shire PLC – US$ 2,100,000,000 Multi-Currency Facilities Agreement

dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that:

[Insert details of financial covenants and whether the Parent Company is in compliance with those covenants]

3. [We confirm that no Default is continuing.]

4.	[We confirm that the ratio of Net Debt to EBITDA is [ ]:1, and that therefore the Margin should be [ ] per cent..]

Signed:.……………………..	Signed:.……………………..
Authorised signatory	Authorised signatory
of	of

[Parent Company]	[Parent Company]

178

SCHEDULE 9

EXISTING SECURITY

Name of member of the Group	Security	Total Principal Amount of Indebtedness Secured
Pharma International Insurance Limited	Collateral against letters of credit	US$ 5,000,000

179

SCHEDULE 10

EXISTING LOANS

Name of member of the Group	Loan	Total Principal Amount of Existing Loans

180

SCHEDULE 11

EXISTING FINANCIAL INDEBTEDNESS

Name of member of the Group	Financial Indebtedness	Total Principal Amount of Existing Financial Indebtedness
Pharma International Insurance Limited	Counter indemnity obligations related to bank issued letters of credit	US$ 5,000,000
Shire Italy S.p.A.	Counter indemnity obligations related to bank issued guarantees	EUR 27,132,000
Shire HGT Inc.	US property capital lease	US$ 7,737,000

181

SCHEDULE 12

FORM OF CONFIDENTIALITY UNDERTAKING

CONFIDENTIALITY AGREEMENT

DATED:

PARTIES:

(1) [ ] ("Discloser"); and

(2) [ ] ("Recipient").

RECITALS:

The Discloser is willing to disclose to the Recipient and the Recipient wishes to receive certain Confidential Information (as defined below) for the Purpose (as defined below) on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS:

1. DEFINITIONS

1.2 In this Agreement:

“Affiliates”	means any company or other entity which directly or indirectly controls, is controlled by or is under common control with a Party, where 'control' means the ownership of more than 50 per cent. of the issued share capital or other equity interest or the legal power to direct or cause the direction of the general management and policies of such Party, company or other entity;

“Confidential Information”	means all information, data and any other material relating to Shire's and its Affiliates' business, projects or products, being information: (i) disclosed by the Discloser or its Representatives to the Recipient or its Representatives or acquired directly or indirectly from the Discloser or its Representatives by the Recipient or its Representatives in each case for the purposes of or in connection with the Purpose and whether in written, electronic, oral, visual or other form; (ii) generated by way of any analysis, compilations, data studies or other documents prepared by the Recipient or its Representatives containing, reflecting or based in whole or in part on

182

	information referred to in (i) above; and (iii) regarding the existence, nature or status of any discussions between the Parties or their Representatives with respect to the Purpose, including the existence and terms of this Agreement; Confidential Information shall not include information, data and any other material that: (a) is public knowledge at the time of disclosure under this Agreement or which subsequently becomes public knowledge (other than as a result of a breach of this Agreement or other fault on the part of the Recipient or its Representatives); or (b) was lawfully in the possession of the Recipient or its Representatives prior to its disclosure under this Agreement or which subsequently comes into its or their possession from a third party (to the best of its or their knowledge having made due enquiry, otherwise than in breach of any obligation of confidentiality owed to the Discloser or its Representatives, either directly or indirectly);

“Party” and “Parties”	means respectively the Discloser or the Recipient or, as the case may be, both such parties;

“Purpose”	means the use of the Confidential Information to allow [the Parties to discuss the possibility of the Recipient acquiring] / [the Recipient to acquire] an interest in a financial facility to Shire;

“Representatives”	means the Affiliates of each Party and the directors, officers, employees, agents, representatives, attorneys and advisors of each Party and each Party's Affiliates; and

“Shire”	means Shire PLC, a company incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 99854.

1.2 In this Agreement, unless the context otherwise requires:

(A)

references to "persons" includes individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;

183

(B)

the headings are inserted for convenience only and do not affect the construction of the Agreement;

(D) a "Party" includes references to that party's successors and permitted assigns.

2. USE AND NON-DISCLOSURE

2.1	Subject to the terms of this Agreement, in consideration of the disclosure of the Confidential Information by or on behalf of the Discloser to the Recipient or its Representatives, the Recipient undertakes:

(A)

not to use the Confidential Information nor allow it to be used by its Representatives for any purpose other than the Purpose and to cease to use it upon request by the Discloser;

(B)

to treat and maintain the Confidential Information in strict confidence and not to directly or indirectly communicate or disclose it in any way to any other person without the Discloser's express prior written consent, except to such of the Recipient's Representatives who reasonably require access to the Confidential Information for the Purpose and who are notified of the terms of this Agreement and who owe a duty of confidence to the Recipient in respect the Confidential Information;

(C)

to assume responsibility and liability for any breach of the terms of this Agreement by any of the Recipient's Representatives (or actions which would amount to such a breach if the same were party to this Agreement) who have access to the Confidential Information; and

(D)

to take all reasonable measures and appropriate safeguards commensurate with those which the Recipient employs for the protection of its confidential information (and to procure that all such steps are taken by its Representatives) to maintain the confidentiality of the Confidential Information, to copy the Confidential Information only to the extent reasonably necessary to achieve the Purpose and not to permit unsupervised copying of the Confidential Information.

2.2	No disclosure or announcement to any third party of the Confidential Information may be made by the Recipient or on its behalf except where:

(A)

such disclosure is compelled by a court of law, statute, regulation or securities exchange;

(B)

the Discloser has, where practicable, been given sufficient written notice in advance to enable it to seek protection or confidential treatment of such Confidential Information; and

184

3. RIGHTS TO CONFIDENTIAL INFORMATION

3.1

The Recipient acknowledges that nothing in this Agreement is intended to amount to or implies any transfer, licence or other grant of rights in relation to the Confidential Information or any other patents, design rights, trade marks, copyrights or other intellectual property rights owned or used by the Discloser.

3.2

The Discloser and its Representatives give no warranty as to the completeness, sufficiency or accuracy of the Confidential Information and accept no liability howsoever arising from the Recipient's or its Representatives' use of the Confidential Information. Accordingly, neither the Discloser nor its Representatives shall be liable for any direct, indirect or consequential loss or damage suffered by any person howsoever arising, whether in contract or tort, as a result of relying on any statement contained in or omitted from the Confidential Information. For the avoidance of doubt, this clause is without prejudice to the express terms of any agreement entered into by the Discloser and/or its Representatives in connection with the Purpose.

3.3

Nothing in this Agreement shall be or be construed as being an agreement between the Parties or any of their respective Affiliates to enter into any arrangement or further agreement relating to the subject matter of this Agreement, any such arrangement or agreement being the subject of separate negotiations.

3.4

The Recipient acknowledges and agrees that all Confidential Information and all copies thereof shall be and remain the exclusive property of the Discloser. The Recipient shall or shall procure, on the Discloser's request and at the Discloser's option, either the destruction or return of the Confidential Information, without retaining any copies, extracts or other reproductions in whole or in part thereof other than to the extent required to be retained for legal or regulatory purposes (in respect of which the Recipient shall remain under an ongoing duty of confidence). On the Discloser's request, all Confidential Information comprising analyses, compilations, data studies or other documents prepared by the Recipient or its Representatives containing or based in whole or in part on the Confidential Information received from the Discloser or reflecting the Recipient's view of such Confidential Information shall be destroyed by the Recipient save to the extent required to be retained for legal or regulatory purposes (in respect of which the Recipient shall remain under an ongoing duty of confidence). Upon request, such return and/or destruction shall be certified in writing to the Discloser by an authorised officer of the Recipient supervising such destruction or return.

4. REMEDIES

Due to the proprietary nature of the Confidential Information, the Parties understand and agree that the Discloser or its Affiliates may suffer irreparable harm in the event that the Recipient fails to comply with any of the obligations contained herein and that monetary damages alone may not be an adequate remedy to compensate the Discloser or its Affiliates for such breach. Accordingly, the Parties agree that the Discloser or any of its Affiliates, as appropriate, shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the obligations contained in this Agreement.

185

5. DURATION

The term of this Agreement shall be for a period of three years from the date of disclosure under this Agreement.

6. OTHER PROVISIONS

6.1	Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each Party.

6.2	This Agreement may not be assigned by a Party without the prior written consent of the other Party.

6.3	Any delay or failure by the Discloser in exercising any right, power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise.

6.4	The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law.

6.5	The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

6.6

A person who is not a party to this Agreement other than the Discloser's Affiliate shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in writing between the Parties or this Agreement may be rescinded (in each case) without the consent of any such Affiliates.

6.7

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

6.8	This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.

186

Signed for and on behalf of [ ]	) ) )	……………………………… Signature
		……………………………… Print Name
		……………………………… Print Title

187

Signed for and on behalf of [ ]	) ) )	……………………………… Signature
		……………………………… Print Name
		……………………………… Print Title

188

SCHEDULE 13

TIMETABLES

Revolving Loans

	Loans in euro	Loans in domestic sterling	Loans in dollars	Loans in other currencies
Facility Agent notifies the Parent Company if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies)	-	-		U-4

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	U-3 2.00pm (Brussels time)	U 9.30am	U-2 2.00pm	U-3 2.00pm

Facility Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders' participation)	U-3 3.30pm (Brussels time)	U 10.00am	U-2 3.30pm	U-3 3.30pm

Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation)	U-3 5.00pm (Brussels time)	U 10.30am	U-2 3.30pm	U-3 5.00pm

LIBOR or EURIBOR is fixed	Quotation Day as of 11.00am (London time) in respect of LIBOR and as of 11.00am (Brussels time) in respect of EURIBOR	Quotation Day as of 11.00am	Quotation Day as of 11.00am	Quotation Day as of 11.00am

Reference Bank Rate calculated by reference to available quotations in accordance with	Noon on the Quotation Day in respect of	Noon on the Quotation Day	Noon on the Quotation Day	Noon on the Quotation Day

189

Clause 17.2 (Calculation of Reference Bank Rate)	LIBOR and 11:30 a.m. (Brussels time) in respect of EURIBOR

	Swingline Loans

	Loans in euro	Loans in dollars

Delivery of a duly completed Utilisation Request (Clause 6.2 (Delivery of a Utilisation Request for Swingline Loans))	U 10.00am	U 11.00am (New York time)

Swingline Agent determines (in relation to a Utilisation) the Base Currency Amount of the Swingline Loan, if required under Clause 6.4 (Swingline Lenders' participation) and notifies each Swingline Lender of the amount of its participation in the Swingline Loan under Clause 6.4 (Swingline Lenders' participation)	U 11.00am	U 1.00pm (New York time)
“U” = date of utilisation
“U - X” = X Business Days or, in the case of Loans in euro, TARGET Days, prior to date of Utilisation

190

SCHEDULE 14

FORM OF INCREASE CONFIRMATION

To:

[

] as Facility Agent

[Parent Company], for and on behalf of each Obligor

From: [Increase Lender] (the "Increase Lender")

Dated:

Dear Sirs,

Shire PLC – US$ 2,100,000,000 Multi-Currency

Facilities Agreement dated 12 December 2014 (the "Agreement")

1.	We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2. We refer to Clause 2.2 (Increase).

3.	The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant Commitment") as if it was an Original Lender under the Agreement.

4.	The proposed date on which the Increase in relation to the Increase Lender and the relevant Commitment is to take effect (the "Increase Date") is [insert date].

5.	On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.

6.	The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.

7.	The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (F) of Clause 2.2 (Increase).

8. The Increase Lender confirms:

191

(a)

that it is a UK Qualifying Lender, an Irish Qualifying Lender, a US Qualifying Lender, and a Luxembourg Qualifying Lender;1 [and]

(b)

9.	[The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom Tax purposes;

(b) a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

(c)

10. The Increase Lender confirms that it is not a Defaulting Lender.

11. The Increase Lender confirms that it is [not]4 an Acceptable Bank.

12.	[The Increase Lender confirms that it is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ ]), so that interest payable to it by a UK Borrower is generally subject to full exemption from UK

18	Note that, pursuant to paragraph (C) of Clause ‎19.2 (Tax gross-up), the Increase Lender must confirm that it is a UK Qualifying Lender, an Irish Qualifying Lender, a US Qualifying Lender and a Luxembourg Qualifying Lender.

Delete/amend as applicable. Note that pursuant to paragraph (C) of Clause ‎19.2 (Tax gross-up), the Increase Lender must confirm whether or not it is a Treaty Lender with respect to the UK, Ireland, the US and Luxembourg (and, in respect of Ireland, whether it is a Treaty Lender which is not otherwise an Irish Qualifying Lender).

20	Delete/amend as applicable if the Increase Lender comes within paragraph (a) (iii) of the definition of Qualifying Lender in Clause 19.1.

21	Include/delete as applicable.

192

withholding tax and its jurisdiction of Tax residence is [ ] and notifies the Parent Company that:

(a)

each UK Borrower which is a Party as a UK Borrower as at the Increase Date must, to the extent that the Increase Lender becomes a Lender under a Facility which is made available to that Borrower pursuant to Clause 2 (The Facilities) of the Agreement, make an application to HM Revenue & Customs under form DTTP2 within 20 days of the Parent Company receiving or being deemed to receive this notification; and

(b)

each Additional Borrower which is a UK Borrower and which becomes an Additional Borrower after the Increase Date must make an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional Borrower.]5

13.	This Increase Confirmation 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 Increase Confirmation.

14.	This Increase Confirmation and any non contractual obligations arising out of or in connection with it are governed by English law.

15.	This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

22	This confirmation must be included if the Increase Lender holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement. A copy of the Increase Confirmation must be sent to the Parent Company at the same time as the Facility Agent.

193

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[Insert relevant details]

[Facility Office address, email address, fax number and attention details for notices and account details for payments]

[Increase Lender]

Branch:	[ ]

Branch MEI:	[ ]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [ ].

[Facility Agent]

Facility Agent MEI:

[ ]

By:

194

SIGNATURES

The Parent Company

SHIRE PLC

By:

Address:	5 Riverwalk
	Citywest Business Campus
	Dublin 24
	Ireland
Contact:	Company Secretary

The Original Guarantor

SHIRE PLC

By:

Address:	5 Riverwalk
	Citywest Business Campus
	Dublin 24
	Ireland
Contact:	Company Secretary

195

The Original Borrowers

SHIRE PLC

By:

Address:	5 Riverwalk
	Citywest Business Campus
	Dublin 24
	Ireland
Contact:	Company Secretary

SHIRE GLOBAL FINANCE

By:

Address:	Hampshire International Business Park
	Chineham
	Basingstoke
	Hampshire
	RG24 8ED
Contact:	Company Secretary

196

SHIRE BIOPHARMACEUTICALS HOLDINGS

By:

Address:	Hampshire International Business Park
	Chineham
	Basingstoke
	Hampshire
	RG24 8ED
Contact:	Company Secretary

SHIRE HOLDINGS EUROPE NO. 2 S.À R.L.

By:
Address:	7A, rue Robert Stümper
	L-2557 Luxembourg
	Grand Duchy of Luxembourg
Contact:	Manager

SHIRE HOLDINGS LUXEMBOURG S.À R.L.

By:
Address:	7A, rue Robert Stümper
	L-2557 Luxembourg
	Grand Duchy of Luxembourg
Contact:	Manager

197

SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED

By:

Address:	5 Riverwalk
	Citywest Business Campus
	Dublin 24
	Ireland
Contact:	Company Secretary

198

The Arrangers

ABBEY NATIONAL TREASURY SERVICES PLC

(TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)

By:
Address:	2 Triton Square
	Regent’s Place London
	NW1 3AN
Contact:	Rafa Bergareche

Facsimile:

199

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

By:
Address:	2 King Edward Street
	London
	EC1A 1HQ
Contact:	Gaurav Ahuja / Silvia Erba
Facsimile:	0207 9968 547

200

BARCLAYS BANK PLC

By:
Address:	5 The North Colonnade
	Canary Wharf
	London
	E14 4BB

Contact:	Stuart Thornton-Smith
Facsimile:	N/A

201

CITIGROUP GLOBAL MARKETS LIMITED

By:
Address:	Citigroup Centre
	Canada Square
	London
	E14 5LB
Contact:	Shirley Riches
Facsimile:	N/A

202

LLOYDS BANK PLC

By:
Address:	Level 1, City Mark
	150 Fountainbridge
	Edinburgh
	EH3 9PE

Contact:	Karen Kelly
Facsimile:	+44 (0) 207 158 3297

203

THE ROYAL BANK OF SCOTLAND PLC

By:
Address:	135 Bishopsgate
	London
	EC2M 3UR

Contact:	Michael Collins / Alex Maltby

Facsimile:	+44 (0) 20 7085 4003

204

SUMITOMO MITSUI BANKING CORPORATION

By:
Address:	Neo Building, Rue Montoyer 51 Box 6
	1000 Brussels
	Belgium

Contact:	Francoise Bouchat / Nadine Boudart
Facsimile:	+32 2 502 07 80

205

DNB BANK ASA

By:
Address:	8th Floor, The Walbrook Building
	25 Walbrook
	London
	EC4N 8AF
Contact:	Corporate Dept.

Facsimile:	0044 207 283 5935

206

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:
Address:	Ropemaker Place
	25 Ropemaker Street
	London
	EC2Y 9AN
Contact:	Jonathan Lamb / Tristan Steen
Telephone:	+44 (0)207 577 1216 /2067

207

CREDIT SUISSE AG, LONDON BRANCH

By:
Address:	One Cabot Square
	London
	E14 4QJ
Contact:	Loan Servicing
Facsimile:	+44 207 888 8125

208

DEUTSCHE BANK LUXEMBOURG S.A.

By:
Address:	2, Boulevard Konrad Adenauer
	L-1115
	Luxembourg

Contact:	Marlene Heinemann
Facsimile:	N/A

209

GOLDMAN SACHS BANK USA

By:

Address:	Peterborough Court

	133 Fleet Street

	London

	EC4A 2BB

Contact:	Raghu Anand

Facsimile:	+44 20 7552 7070

210

MIZUHO BANK, LTD.

By:
Address:	Bracken House
	One Friday Street
	London
	EC4M 9JA
Contact:
Facsimile:	N/A

211

MORGAN STANLEY BANK INTERNATIONAL LIMITED

By:
Address:	25 CABOT SQUARE

	CANARY WHARF

	LONDON
	E14 4QA
Contact:	Alex Murphy / Grant Keith
Facsimile:	+44 207 056 3484

212

The Original Revolving Lenders

ABBEY NATIONAL TREASURY SERVICES PLC

(TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)

By:
Address:	2 Triton Square
	Regent’s Place London
	NW1 3AN
Contact:	Rafa Bergareche

Facsimile:

213

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

By:
Address:	2 King Edward Street
	London
	EC1A 1HQ
Contact:	Gaurav Ahuja / Silvia Erba
Facsimile:	0207 9968 547

214

BARCLAYS BANK PLC

By:
Address:	5 The North Colonnade
	Canary Wharf
	London
	E14 4BB

Contact:	Stuart Thornton-Smith
Facsimile:	N/A

215

CITIBANK, N.A. LONDON BRANCH

By:
Address:	Citigroup Centre
	Canada Square
	London
	E14 5LB
Contact:	Shirley Riches
Facsimile:	N/A

216

LLOYDS BANK PLC

By:
Address:	Level 1, City Mark
	150 Fountainbridge
	Edinburgh
	EH3 9PE

Contact:	Karen Kelly
Facsimile:	+44 (0) 207 158 3297

217

THE ROYAL BANK OF SCOTLAND PLC

By:
Address:	135 Bishopsgate
	London
	EC2M 3UR

Contact:	Michael Collins / Alex Maltby
Facsimile:	+44 (0) 20 7085 4003

218

SUMITOMO MITSUI BANKING CORPORATION

By:
Address:	Neo Building, Rue Montoyer 51 Box 6
	1000 Brussels
	Belgium

Contact:	Francoise Bouchat / Nadine Boudart
Facsimile:	+32 2 502 07 80

219

DNB BANK ASA

By:
Address:	8th Floor, The Walbrook Building
	25 Walbrook
	London
	EC4N 8AF
Contact:	Corporate Dept.

Facsimile:	0044 207 283 5935

220

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:
Address:	Ropemaker Place
	25 Ropemaker Street
	London
	EC2Y 9AN
Contact:	Jonathan Lamb / Tristan Steen
Telephone:	+44 (0)207 577 1216 /2067

221

CREDIT SUISSE AG, LONDON BRANCH

By:
Address:	One Cabot Square
	London
	E14 4QJ
Contact:	Loan Servicing
Facsimile:	+44 (0) 207 888 8125

222

DEUTSCHE BANK LUXEMBOURG S.A.

By:
Address:	2, Boulevard Konrad Adenauer
	L-1115
	Luxembourg

Contact:	Marlene Heinemann
Facsimile:	N/A

223

GOLDMAN SACHS BANK USA

By:
Address:	Peterborough Court

	133 Fleet Street

	London

	EC4A 2BB

Contact:	Raghu Anand
Facsimile:	+44 20 7552 7070

224

MIZUHO BANK, LTD.

By:
Address:	Bracken House
	One Friday Street
	London
	EC4M 9JA
Contact:
Facsimile:	N/A

225

MORGAN STANLEY BANK, N.A.

By:
Address:	25 CABOT SQUARE

	CANARY WHARF

	LONDON
	E14 4QA
Contact:	Alex Murphy / Grant Keith
Facsimile:	+44 207 056 3484

226

The Original Dollar Swingline Lenders

ABBEY NATIONAL TREASURY SERVICES PLC

(TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)

By:
Address:	2 Triton Square
	Regent’s Place London
	NW1 3AN
Contact:	Rafa Bergareche

Facsimile:

227

BANK OF AMERICA, N.A.

By:
Address:	150 N. College St
	Charlotte
	NC 28255
Contact:
Facsimile:	+001 704-409-0003

228

BARCLAYS BANK PLC

By:
Address:	5 The North Colonnade
	Canary Wharf
	London
	E14 4BB

Contact:	Stuart Thornton-Smith
Facsimile:	N/A

229

CITIBANK N.A

By:
Address:	1615 Brett Road Building III
	New Castle
	DE 19720

Contact:	Puspa Pradhan
Facsimile:	646-274-5000

230

LLOYDS BANK PLC

By:
Address:	Level 1, City Mark
	150 Fountainbridge
	Edinburgh
	EH3 9PE

Contact:	Karen Kelly
Facsimile:	+44 (0) 0207 158 3297

231

THE ROYAL BANK OF SCOTLAND PLC

By:
Address:	4246 S. Riverboat Rd
	Taylorsville, Ut 84123

Contact:	Derek Christofferson
Facsimile:	203-873-5019

232

SUMITOMO MITSUI BANKING CORPORATION

By:
Address:	Neo Building, Rue Montoyer 51 Box 6
	1000 Brussels
	Belgium

Contact:	Francoise Bouchat / Nadine Boudart
Facsimile:	+32 2 502 07 80

233

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:
Address:	BTMU Operations Office for the Americas
	1251 Avenue of the Americas
	12th Floor
	New York

Contact:	Jonathan Lamb / Tristan Steen
Telephone:	+1 212 521 2304

234

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By:
Address:	One Madison Avenue
	New York
	NY 10010

Contact:	Courtney Jefferson

Facsimile:	+1 (0) 866 469 3871

235

DEUTSCHE BANK LUXEMBOURG S.A.

By:
Address:	2, Boulevard Konrad Adenauer
	L-1115
	Luxembourg

Contact:	Marlene Heinemann
Facsimile:	N/A

236

GOLDMAN SACHS BANK USA

By:
Address:	Peterborough Court

	133 Fleet Street

	London

	EC4A 2BB

Contact:	Raghu Anand
Facsimile:	+44 20 7552 7070

237

MIZUHO BANK, LTD.

By:
Address:	1800 Plaza Ten
	Harborside Financial Ctr
	Jersey City
	NJ 07311
Contact:
Facsimile:	201-626-9941

238

MORGAN STANLEY BANK, N.A.

By:
Address:	25 CABOT SQUARE

	CANARY WHARF

	LONDON
	E14 4QA
Contact:
Facsimile:	+1 718 233 2140

239

The Original Euro Swingline Lenders

ABBEY NATIONAL TREASURY SERVICES PLC

(TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)

By:
Address:	2 Triton Square

	Regent’s Place London
	NW1 3AN
Contact:	Rafa Bergareche

Facsimile:

240

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

By:
Address:	2 King Edward Street
	London
	EC1A 1HQ
Contact:	Gaurav Ahuja / Silvia Erba

Facsimile:	0207 9968 547

241

BARCLAYS BANK PLC

By:
Address:	5 The North Colonnade
	Canary Wharf
	London
	E14 4BB

Contact:	Stuart Thornton-Smith
Facsimile:	N/A

242

CITIBANK, N.A. LONDON BRANCH

By:
Address:	Citigroup Centre
	Canada Square
	London
	E14 5LB
Contact:	Shirley Riches
Facsimile:	N/A

243

LLOYDS BANK PLC

By:
Address:	Level 1, City Mark
	150 Fountainbridge
	Edinburgh
	EH3 9PE

Contact:	Karen Kelly
Facsimile:	+44 (0) 207 158 3297

244

THE ROYAL BANK OF SCOTLAND PLC

By:
Address:	135 Bishopsgate
	London
	EC2M 3UR

Contact:	Michael Collins / Alex Maltby
Facsimile:	+44 (0) 20 7085 4003

245

SUMITOMO MITSUI BANKING CORPORATION

By:
Address:	Neo Building, Rue Montoyer 51 Box 6
	1000 Brussels
	Belgium

Contact:	Francoise Bouchat / Nadine Boudart
Facsimile:	+32 2 502 07 80

246

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:
Address:	Ropemaker Place
	25 Ropemaker Street
	London
	EC2Y 9AN
Contact:	Jonathan Lamb / Tristan Steen
Telephone:	+44 (0)207 577 1216 /2067

247

CREDIT SUISSE AG, LONDON BRANCH

By:
Address:	One Cabot Square
	London
	E14 4QJ

Contact:	Loan Servicing
Facsimile:	+44 (0) 207 888 8125

248

DEUTSCHE BANK LUXEMBOURG S.A.

By:
Address:	2, Boulevard Konrad Adenauer
	L-1115
	Luxembourg

Contact:	Marlene Heinemann
Facsimile:	N/A

249

GOLDMAN SACHS BANK USA

By:
Address:	Peterborough Court

	133 Fleet Street

	London

	EC4A 2BB

Contact:	Raghu Anand
Facsimile:	+44 20 7552 7070

250

MIZUHO BANK, LTD.

By:
Address:	Bracken House
	One Friday Street
	London
	EC4M 9JA
Contact:
Facsimile:	N/A

251

MORGAN STANLEY BANK, N.A.

By:
Address:	25 CABOT SQUARE

	CANARY WHARF

	LONDON
	E14 4QA
Contact:	Alex Murphy / Grant Keith
Facsimile:	+44 207 056 3484

252

The Agents

The Facility Agent

BARCLAYS BANK PLC

By:
Address:	European Loans Agency
	Barclays Bank PLC
	5 The North Colonnade
	Canary Wharf
	London E14 4BB
Contact:	Simon Deaves
Facsimile:	+44 (0)20 7773 4893
Tel:	+44 (0) 20 7773 2191
Email:	simon.deaves@barclays.com

253

The Dollar Swingline Agent

BARCLAYS BANK PLC

By:

Address:	Barclays Bank PLC
	1301 Sixth Avenue
	New York Metro Campus
	New York USA 10019

Contact:	Daniel Gonzalez/Michele Sirigos

Facsimile:	+1 212 401 3915/ +1 212 412 5306

Tel:	+1 212 320 3942/+1 212 320 3136

Email:	daniel.gonazalez@barclays.com/michele.sirigos@barclays.com

The Euro Swingline Agent

BARCLAYS BANK PLC

By:
Address:	European Loans Agency
	Barclays Bank PLC
	5 The North Colonnade
	Canary Wharf
	London E14 4BB
Contact:	Simon Deaves
Facsimile:	+44 (0)20 7773 4893
Tel:	+44 (0) 20 7773 2191
Email:	simon.deaves@barclays.com

254

Ratio of Net Debt to EBITDA	Margin (per cent. per annum)

Greater than 3.5:1	1.200

Greater than 3.0:1 but less than or equal to 3.5:1	0.900

Greater than 2.5:1 but less than or equal to 3.0:1	0.700

Greater than 2.0:1 but less than or equal to 2.5:1	0.550

Ratio of Net Debt to EBITDA	Margin (per cent. per annum)

Greater than 1.5:1 but less than or equal to 2.0:1	0.450

Greater than 1.0:1 but less than or equal to 1.5:1	0.375

Less than or equal to 1.0:1	0.300

Component	Aggregate Base Currency Amount (US$)	Rate (% per annum)	Fee Amount (US$)

Up to US$ 700,000,000	700,000,000	0.10	176,944.44

Up to US$ 1,400,000,000	700,000,000	0.15	265,416.67

Remainder	100,000,000	0.30	75,833.33

Total			518,194.44

Shire plc – ‘8-K’ for 12/12/14 – EX-10.1

On: Wednesday, 12/17/14, at 10:30am ET · For: 12/12/14 · Accession #: 950103-14-8862 · File #: 0-29630

Previous ‘8-K’: ‘8-K’ on / for 12/10/14 · Next: ‘8-K/A’ on 12/22/14 for 12/18/14 · Latest: ‘8-K’ on / for 1/11/19

Current Report — Form 8-K
Filing Table of Contents

EX-10.1 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Clause		Page
1.	Definitions and interpretation	1
2.	The Facilities	24
3.	Purpose	26
4.	Conditions of Utilisation	26
5.	Utilisation - Revolving Loans	29
6.	Utilisation - Swingline Loans	30
7.	Swingline Loans	35
8.	Selection of currencies	39
9.	Amount of Optional Currencies	40
10.	Repayment	41
11.	Illegality, voluntary prepayment and cancellation	42
12.	Mandatory prepayment	44
13.	Restrictions	45
14.	Extension option	45
15.	Interest	48
16.	Interest Periods	49
17.	Changes to the calculation of interest	49
18.	Fees	51
19.	Tax gross-up and indemnities	53
20.	Increased Costs	70
21.	Other indemnities	72
22.	Mitigation by the Lenders	73
23.	Costs and expenses	74
24.	Guarantee and indemnity	75
25.	Representations	80
26.	Information undertakings	84
27.	Financial covenants	87
28.	General undertakings	94
29.	Sanctions	100
30.	Events of Default	101
31.	Changes to the Lenders	106
32.	Changes to the Obligors	112
33.	Role of the Agents, the Arrangers and the Reference Banks	115
34.	Conduct of Business by the Finance Parties	125
35.	Sharing among the Finance Parties	126
36.	Payment mechanics	128
37.	Set-off	131

Shire plc – ‘8-K’ for 12/12/14 – EX-10.1

On: Wednesday, 12/17/14, at 10:30am ET · For: 12/12/14 · Accession #: 950103-14-8862 · File #: 0-29630

Previous ‘8-K’: ‘8-K’ on / for 12/10/14 · Next: ‘8-K/A’ on 12/22/14 for 12/18/14 · Latest: ‘8-K’ on / for 1/11/19

Current Report — Form 8-KFiling Table of Contents

EX-10.1 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Current Report — Form 8-K
Filing Table of Contents