GUARANTEEShire PLC • November 25th, 2005 • Pharmaceutical preparations
For value received, SHIRE PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of said Security and of the Indenture. In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same
SHIRE FINANCE LIMITED ISSUER SHIRE PHARMACEUTICALS GROUP PLC AND SHIRE PLC GUARANTORS TO THE BANK OF NEW YORK TRUSTEE AMENDED AND RESTATED INDENTURE Dated as of September 23, 2005 ____________ U.S.$400,000,000 INITIAL AGGREGATE PRINCIPAL AMOUNT 2.00%...Indenture • November 25th, 2005 • Shire PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED INDENTURE, dated as of September 23, 2005, among Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands, having its registered office at Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands, as issuer (herein called the “Issuer”); Shire Pharmaceuticals Group plc, a public limited company duly organized and existing under the laws of England and Wales, having its principal office at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, as guarantor (herein called “Group”); Shire plc, a public limited company duly organized and existing under the laws of England and Wales, having its principal office at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, as guarantor (herein called “Holdings”); The Bank of New York, a New York banking corporation, as Trustee hereunder (herein called the “Trustee”).
AMENDED AND RESTATED PREFERENCE SHARES GUARANTEE AGREEMENT SHIRE FINANCE LIMITED SHIRE PHARMACEUTICALS GROUP PLC GUARANTOR SHIRE PLC GUARANTOR THE BANK OF NEW YORK GUARANTEE TRUSTEEShire PLC • November 25th, 2005 • Pharmaceutical preparations • New York
AMENDED AND RESTATED PREFERENCE SHARES GUARANTEE AGREEMENT, dated as of September 23, 2005, among Shire Pharmaceuticals Group plc, a public limited company organized under the laws of England and Wales, as guarantor (“Group” or the “Guarantor”), Shire plc, a public limited company organized under the laws of England and Wales, as guarantor (“Holdings”), and The Bank of New York, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of any Holders (as defined herein) from time to time of the Preference Shares (as defined herein) of Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (the “Issuer”).
CT CORPORATION September 22,2005 Damion Jackson Davis Polk & Wardwell 99 Gresham Street London, United Kingdom EC2V 7NGShire PLC • November 25th, 2005 • Pharmaceutical preparations
RE: Designation to receive service of process in connection with (i) Amended and Restated Indenture dated September 23, 2005 (U.S. $400,000,000) between Shire Finance Limited Issuer, Shire Pharmaceuticals Group PLC and Shire PLC Guarantors to The Bank of New York Trustee; (ii) Amended and Restated Preference Shares Guarantee Agreement dated September 23, 2005 between Shire Pharmaceuticals Group PLC Guarantor, Shire PLC Guarantor, and The Bank of New York Guarantee Trustee.
