US$2,100,000,000 Revolving Credit Facilities Agreement dated 12 December 2014
Exhibit 99.1
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0 Xxxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx 00 Xxxxxxx |
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EMEA Loans Agency
Barclays Bank PLC
5 Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
For the attention of: Xxxxxx Xxxx
8 November 2016
CONSENT REQUEST
US$2,100,000,000 Revolving Credit Facilities Agreement dated 12 December 2014
| 1. | Introduction |
| 1.1 | We refer to the US$2,100,000,000 revolving credit facilities agreement dated 12 December 2014 (as amended on 25 November 2015) between, among others, Shire plc (the “Company”) as an Original Borrower and an Original Guarantor and Barclays Bank PLC as Facility Agent (the “Facilities Agreement”). |
| 1.2 | Save as otherwise defined in this letter, terms and expressions defined in the Facilities Agreement shall have the same meanings when used in this letter and references to Clauses in this letter are references to the relevant clauses of the Facilities Agreement. |
| 1.3 | We are writing to you in your capacity as Facility Agent pursuant to and in accordance with Clause 42.1 (Required consents) to request that the Majority Lenders consent to the amendments described in paragraph 2 of this letter, such amendments to become effective immediately upon the Facility Agent delivering to the Company a signed notice in the form set out in Appendix 1 (Form of Request Approval Notice) (a “Request Approval Notice”) and the Obligors accepting such Request Approval Notice by signing, dating, and returning a copy thereof to the Facility Agent. |
| 2. | Requests |
We hereby request that:
| (A) | Schedule 9 of the Facilities Agreement be amended to reflect the changes shown in the redline set out in Appendix 2 (Schedule 9 Existing Security); |
| (B) | Schedule 10 of the Facilities Agreement be amended to reflect the changes shown in the redline set out in Appendix 3 (Schedule 10 Existing Loans); and |
| (C) | Schedule 11 of the Facilities Agreement be amended to reflect the changes shown in the redline set out in Appendix 4 (Schedule 11 Existing Financial Indebtedness), |
(together the “Requested Amendments”).
Shire plc
Incorporated and registered in Xxxxxx Xx. 00000
Registered Office: 00 Xxxxxxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX
Correspondence Address: 0 Xxxxxxxxx, Xxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx 00, Xxxxxxx
| 3. | Timing of consents |
| 3.1 | A response is requested by 5:00 pm on 16 November 2016 (the “Request Deadline”). |
If, by the Request Deadline, Majority Lenders have provided their consent to the Requested Amendments the Facility Agent shall deliver to the Company a Request Approval Notice.
| 3.2 | If, by the Request Deadline, the Facility Agent has not delivered to the Company a Request Approval Notice, the Company reserves the right to extend the Request Deadline or, after the expiry of the Request Deadline (whether or not extended), to re-open this consent request (and, if necessary or desirable, amend the content of this consent request) and set a new deadline. |
| 4. | Miscellaneous |
By providing a Request Approval Notice, you agree in your capacity as Facility Agent that this letter is a Finance Document for the purposes of the Facilities Agreement.
| 5. | Governing Law and Enforcement |
The provisions of Clause 46 (Governing law) and Clause 47 (Enforcement) are incorporated into this letter as though they were set out in full, except that references to the Facilities Agreement are to be construed as references to this letter.
Yours faithfully
/s/ Xxxxxxx Xxxxxxx
………………………………
for and on behalf of
Shire plc
