LOAN AGREEMENT dated as of December 4, 2008 among TEVA PHARMACEUTICALS USA, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BANK HAPOALIM B.M., as Administrative AgentLoan Agreement • December 8th, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
LOAN AGREEMENT dated as of December 4, 2008, among TEVA PHARMACEUTICALS USA, INC., as Borrower, the LENDERS party hereto, and BANK HAPOALIM B.M., as Administrative Agent.
Re: Letter of UndertakingTeva Pharmaceutical Industries LTD • December 8th, 2008 • Pharmaceutical preparations
Whereas Teva Pharmaceuticals USA, Inc. (the “Company”) has obtained and/or is about to obtain from Bank Hapoalim B.M. (the “Bank”) a loan in the total principal amount of US$ $1,000,000,000 (one billion US Dollars) according to a loan agreement dated this day signed between the Company, the Bank and the Lenders (as such term is defined therein), as may be amended and/or replaced from time to time by agreement between the parties thereto (the “Loan Agreement”), and subject to the terms and conditions detailed therein (hereinafter: the “Loan”); and
DEED OF CONTINUING GUARANTEE BY TEVA PHARMACEUTICAL INDUSTRIES LIMITED IN FAVOUR OF BANK HAPOALIM B.M. PURSUANT TO THE LOAN AGREEMENT DESCRIBED BELOW, ENTERED IN THIS DAY BETWEEN BANK HAPOALIM B.M. AND TEVA PHARMACEUTICALS USA, INC.Teva Pharmaceutical Industries LTD • December 8th, 2008 • Pharmaceutical preparations
WHEREAS TEVA PHARMACEUTICALS USA, INC. (Company Registration No. 22-1734359), a company registered under the laws of the state of Delaware, United States of America (“the Company”) a wholly owned subsidiary of Teva Pharmaceutical Industries Limited (“the Guarantor”) has received from Bank Hapoalim B.M. (“the Bank”), a loan in the total principal amount of US$ $1,000,000,000 (one billion US Dollars) according to a loan agreement dated this day signed between the Company, the Bank and the Lenders (as such term is defined therein), attached hereto as Schedule A, as shall be amended and/or replaced from time to time (hereinafter: the “Loan Agreement”) and subject to its terms and conditions (hereinafter: the “Loan”);
UNLIMITED GUARANTYUnlimited Guaranty • December 8th, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
UNLIMITED GUARANTY, dated as of November 26, 2008, made by Teva Pharmaceutical Industries Limited, an Israeli corporation (the “Guarantor”), in favor of each of the Lenders (as defined below) and Bank Leumi USA, as administrative agent for the Lenders (the “Administrative Agent”).
PROMISSORY NOTEPromissory Note • December 8th, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
FOR VALUE RECEIVED, the undersigned, TEVA PHARMACEUTICALS USA, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of BANK LEUMI USA (the “Lender”) (i) the principal sum of SEVEN HUNDRED AND FIFTY MILLION UNITED STATES DOLLARS (US $750,000,000) or, if less, the aggregate unpaid principal amount of all Loans (as defined in the Loan Agreement hereinafter referred to) made by the Lender to the Borrower pursuant to the Loan Agreement, payable on the Final Maturity Date (as defined in the Loan Agreement), and (ii) interest on any and all principal amounts remaining unpaid hereunder from time to time outstanding, from the Borrowing Date (as defined in the Loan Agreement) until such principal amounts are paid in full, at such interest rates, and payable at such times, as are specified in the Loan Agreement.
Re: Letter of UndertakingsTeva Pharmaceutical Industries LTD • December 8th, 2008 • Pharmaceutical preparations
Whereas Bank Leumi USA (the “Lender”), a subsidiary of Bank Leumi le-Israel B.M. (hereinafter the “Bank”), is a party to the Loan Agreement dated as of November 26, 2008 (as amended or otherwise modified from time to time, the “Loan Agreement”), among Teva Pharmaceuticals USA, Inc., a Delaware corporation, as borrower (“Teva USA” or the “Borrower”), the lenders party thereto and Bank Leumi USA, as administrative agent;
