MYLAN LABORATORIES INC. (a Pennsylvania corporation) 22,750,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters to be named in the within mentioned Purchase Agreements 4 World Financial Center New York, New York 10080
MYLAN LABORATORIES INC., as Issuer, the Guarantors named herein, as Guarantors, and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of March 7, 2007 1.25% Senior Convertible Notes Due 2012Indenture • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of March 7, 2007, is among Mylan Laboratories Inc., a corporation duly organized under the laws of the State of Pennsylvania (the “Company”), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).
JPMorgan Chase Bank, National Association London Branch P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England Confirmation of OTC Convertible Note HedgeConfirmation of Otc Convertible Note Hedge • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
MYLAN LABORATORIES INC. (a Pennsylvania corporation) 1.25% Senior Convertible Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters to be named in the within mentioned Purchase Agreements 4 World Financial Center New York, New York 10080
Confirmation of Additional OTC Warrant TransactionConfirmation of Additional Otc Warrant Transaction • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
JPMorgan Chase Bank, National Association London Branch P.O. Box 161 60 Victoria Embankment, London EC4Y 0JP England Confirmation of Additional OTC Warrant TransactionConfirmation of Additional Otc Warrant Transaction • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Date: March 1, 2007 To: Mylan Laboratories Inc. (“Counterparty”) From: Merrill Lynch International (“MLI”)Confirmation of Otc Warrant Transaction • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
JPMorgan Chase Bank, National Association London Branch P.O. Box 161 60 Victoria Embankment, London EC4Y 0JP England Confirmation of OTC Warrant TransactionConfirmation of Otc Warrant Transaction • March 7th, 2007 • Mylan Laboratories Inc • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
