PRGO Perrigo Company Plc Ireland

Exhibit 1.1

Perrigo Company plc

Perrigo Finance Unlimited Company

$715,000,000 6.125% Senior Notes due 2032

€350,000,000 5.375% Senior Notes due 2032

Underwriting Agreement

September 11, 2024

BofA Securities, Inc.

as Representative of the several Dollar Underwriters

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

and

BofA Securities Europe SA

as Representative of the several Euro Underwriters

c/o BofA Securities Europe SA

51 rue La Boétie

75008 Paris

France

Ladies and Gentlemen:

Perrigo Finance Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Company”) and an indirect wholly-owned finance subsidiary of Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Parent Guarantor”), proposes to issue and sell to (i) the several underwriters listed in Schedule 1-A hereto (the “Dollar Underwriters”), for whom BofA Securities, Inc. is acting as representative (the “Dollar Representative”), $715,000,000 aggregate principal amount of its 6.125% Senior Notes due 2032 (the “Dollar Notes”) and (ii) the several underwriters listed in Schedule 1-B hereto (the “Euro Underwriters” and, together with the Dollar Underwriters, the “Underwriters”), for whom BofA Securities Europe SA is acting as representative (the “Euro Representative”, and, together with the Dollar Representative, the “Representatives”), €350,000,000 aggregate principal amount of its 5.375% Senior Notes due 2032 (the “Euro Notes” and, together with the Dollar Notes, the “Debt Securities”). The Debt Securities will be issued pursuant to an Indenture, dated as of December 2, 2014 (the “Base Indenture”), among the Company, the Parent Guarantor and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by (i) with respect to the Dollar Notes, Supplemental Indenture No. 6, to be dated as of September 17, 2024 (the “Dollar Supplemental Indenture”) by and among the Company, the Guarantors (as defined below) and the Trustee and (ii) with respect to the Euro Notes, Supplemental Indenture No. 7, to be dated as of September 17, 2024 (the “Euro Supplemental Indenture” and, together with the Dollar Supplemental Indenture, the “Supplemental Indentures”, and together with the Base Indenture, the “Indenture”) by and among the Company, the Guarantors, the Trustee and Elavon Financial Services DAC, as paying agent (the “Paying Agent”).

The payment of principal of, and premium and interest on, (i) the Dollar Notes will be fully and unconditionally guaranteed on a senior basis (the “Dollar Guarantees”) and (ii) the Euro Notes will be fully and unconditionally guaranteed on a senior basis (the “Euro Guarantees” and, together with the Dollar Guarantees, the “Guarantees”), jointly and severally, by (i) the Parent Guarantor and (ii) each of the Company’s subsidiaries listed on Schedule 2 hereto (collectively, together with the Parent Guarantor, the “Guarantors”).

The Company and the Guarantors hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Debt Securities, as follows:

1. Registration Statement. The Company and the Guarantors have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 (File No. 333-282001), including a prospectus relating to the Debt Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Debt Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus, dated September 9, 2024, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

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“Applicable Time” means 1:10 P.M., New York City time, on September 11, 2024.

2. Purchase of the Debt Securities by the Underwriters.

The Company agrees to issue and sell the Debt Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Debt Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to (i) with respect to the Dollar Notes, 98.990% of the principal amount thereof plus accrued interest, if any, from September 17, 2024 to the Closing Date (as defined below) and (ii) with respect to the Euro Notes, 98.975% of the principal amount thereof plus accrued interest, if any, from September 17, 2024 to the Closing Date. The Company will not be obligated to deliver any of the Debt Securities except upon payment for all the Debt Securities to be purchased as provided herein.

a) The Company understands that the Underwriters intend to make a public offering of the Debt Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Debt Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Debt Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Debt Securities purchased by it to or through any Underwriter.

b) Payment for and delivery of the Debt Securities will be made at the offices of Cahill Gordon & Reindel LLP at (i) with respect to the Dollar Notes, 10:00 A.M., New York City time, on September 17, 2024, and (ii) with respect to the Euro Notes, 10:00 A.M. London time, on September 17, 2024, or, in each case, at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.

c) Payment for the Debt Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives (i) with respect to the Dollar Notes, against delivery to the nominee of The Depository Trust Company (“DTC”) and (ii) with respect to the Euro Notes, against delivery to the common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) or their nominees, in each case, for the account of the Underwriters, of one or more global notes representing the Debt Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Debt Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than 2:00 P.M., New York City time, on the business day prior to the Closing Date.

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d) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Debt Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or the Guarantors or any other person.

e) On behalf of the Underwriters, BofA Securities Europe SA, or such other Underwriter as the Euro Underwriters may agree (in such capacity the “Settlement Bank”) shall coordinate with the Company to ensure settlement of the Euro Notes on the Closing Date. The Settlement Bank acknowledges that the Global Notes with respect to the Euro Notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank, the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’), with the Company as the third-party beneficiary, and which provide that such Euro Notes are to be delivered to others only against payment of the net subscription monies for the Euro Notes (i.e. less the commissions and expenses to be deducted from the subscription monies) into the Commissionaire Account on a delivery against payment basis.

f) The Settlement Bank acknowledges that (i) the Global Notes with respect to the Euro Notes shall be held to the order of the Company, as set out above and (ii) the net subscription monies for the Euro Notes (i.e. less the commissions and expenses to be deducted from the subscription monies) received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the net subscription monies for the Euro Notes (i.e. less the commissions and expenses to be deducted from the subscription monies) in the Commissionaire Account will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian Civil Code, in the case of Euroclear, and the Luxembourg Civil Code, in the case of Clearstream, in each case in respect of the Commissionaire Account.

3. Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally represents and warrants to each Underwriter that:

a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

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b) Pricing Disclosure Package. The Pricing Disclosure Package, as of the Time of Sale did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company and the Guarantors (including their respective agents and representatives (other than any Underwriter who may be acting in such capacity)) have not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Debt Securities (each such communication by the Company, the Guarantors or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict in any material respect with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus and all other Issuer Free Writing Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

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d) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantors. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantors or related to the offering of the Debt Securities has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

e) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Pricing Disclosure Package or the Prospectus based upon information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by an Underwriter consists of the information described as such in Section 7(b) hereof or (B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act, of the Trustee.

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f) Financial Statements. The financial statements (including the related notes thereto) of the Parent Guarantor and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Parent Guarantor and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity in all material respects with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except as otherwise disclosed in such financial statements, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Parent Guarantor and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby.

g) No Material Adverse Change in the Parent Guarantor. Since the date of the most recent financial statements of the Parent Guarantor included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there has not been any change in the capital stock (other than the issuance of ordinary shares of the Parent Guarantor upon the exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus and the dividend declared by the Parent Guarantor on the ordinary shares and payable on September 17, 2024 to holders of record on August 30, 2024), short-term debt or long-term debt of the Parent Guarantor or any of its subsidiaries (other than borrowings in the ordinary course of the Parent Guarantor’s business), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Parent Guarantor on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Parent Guarantor and its subsidiaries, taken as a whole, except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

h) Incorporation and Good Standing. Each of the Company and the Guarantors has been duly incorporated or formed, as applicable, is validly existing as a public limited company or corporation, as applicable, in good standing (to the extent such concept exists under the laws of the relevant jurisdiction) under the laws of the jurisdiction of its organization, has the company, corporate or similar power and authority to own or lease its property and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and to enter into and perform its obligations under each of this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the Company and the Parent Guarantor is duly qualified to transact business and is in good standing (to the extent such concept exists under the laws of the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Parent Guarantor and its subsidiaries taken as a whole or on the performance by the Company or the Guarantors of their obligations under this Agreement (each, a “Material Adverse Effect”).

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i) Capitalization. The Parent Guarantor has an authorized capitalization as set forth in the Pricing Disclosure Package and the Prospectus under the heading “Capitalization,” except for equity grants made in the ordinary course of business and subject to exercises thereof; all the outstanding shares of the Parent Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares or other equity interest in the Parent Guarantor or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Parent Guarantor or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Parent Guarantor conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

j) Due Authorization. The Company and the Guarantors each have full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby has been duly and validly taken.

k) The Indenture. The Indenture has been duly authorized by the Company and the Guarantors and upon effectiveness of the Registration Statement was and will be duly qualified under the Trust Indenture Act and, when the Supplemental Indentures are duly executed and delivered in accordance with its terms by each of the parties thereto, the Indenture will constitute a valid and legally binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”).

l) The Debt Securities and the Guarantees. The Debt Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and each of the Guarantees have been duly authorized by each of the Guarantors and, when the Debt Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be a valid and legally binding obligation of the Guarantors, enforceable against the each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

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m) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

n) Description of the Transaction Documents. This Agreement, the Indenture, the Debt Securities and the Guarantees conforms in all material respects to the descriptions thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

o) No Violation or Default. Neither the Parent Guarantor nor any of its subsidiaries is (i) in violation of its Memorandum and Articles of Association, constitution, charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Parent Guarantor or any of its subsidiaries is a party or by which the Parent Guarantor or any of its subsidiaries is bound or to which any of the property or assets of the Parent Guarantor or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clause (i) (with respect to subsidiaries of the Parent Guarantor (other than the Company and the Guarantors) only), clause (ii) and clause (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

p) No Conflicts. The execution and delivery by the Company and each of the Guarantors of, and the performance by each of them of their obligations under, this Agreement, the Indenture and the Debt Securities and the issuance and sale of the Debt Securities and the Guarantees, will not (i) contravene any provision of applicable law, (ii) contravene the certificate of incorporation, by-laws, constitution or Memorandum and Articles of Association of the Company or the Guarantors, (iii) contravene any agreement or other instrument binding upon the Parent Guarantor or any of its subsidiaries that is material to the Parent Guarantor and its subsidiaries, taken as a whole, or (iv) contravene any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Parent Guarantor or any of its subsidiaries, except in the case of clauses (i), (iii) or (iv), as would not have a Material Adverse Effect.

q) No Consents Required. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company or any Guarantor of their obligations under this Agreement, the Indenture and the Debt Securities and the issuance and sale of the Debt Securities and the Guarantees, except (i) such as the Company or any Guarantor is not required to have obtained or made as of the date hereof, but will be obtained or made as of the Closing Date or within the proscribed period under applicable law or administrative regulation, (ii) such as have been obtained (or in the case of a filing, made) and are in full force and effect, (iii) as may be required by the securities or Blue Sky laws of any jurisdiction (other than the Securities Act) in connection with the offer and sale of the Debt Securities and (iv) in connection with the listing of the Debt Securities on a securities exchange.

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r) Legal Proceedings. There are no legal or governmental proceedings pending or, to the knowledge of the Company and the Guarantors, threatened to which the Parent Guarantor or any of its subsidiaries is a party or to which any of the properties of the Parent Guarantor or any of its subsidiaries is subject (including, without limitation, any proceedings before the United States Food and Drug Administration or comparable federal, state, local or foreign governmental bodies) (i) other than proceedings accurately described in all material respects in the Pricing Disclosure Package and proceedings that would not be reasonably expected to have a Material Adverse Effect or (ii) that are required to be described under the Securities Act in the Registration Statement, the Pricing Disclosure Package or the Prospectus and that are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described under the Securities Act in the Registration Statement, the Pricing Disclosure Package or the Prospectus and that are not so described.

s) Independent Accountants. Ernst & Young LLP, who have certified certain financial statements of the Parent Guarantor and its subsidiaries, is an independent registered public accounting firm with respect to the Parent Guarantor and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

t) Title to Intellectual Property. Except as otherwise described in the Pricing Disclosure Package, each of the Parent Guarantor and its subsidiaries own or possess a valid right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secret, know-how and other intellectual property (collectively, the “Intellectual Property”) used by such entity in, and material to the conduct of such entity’s business as now conducted or as proposed in the Pricing Disclosure Package to be conducted, except where the failure to so own, or have the right to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise described in the Pricing Disclosure Package, there is no material infringement by third parties of any of such entities’ Intellectual Property and there are no legal or governmental actions, suits, proceedings or claims pending or threatened against any such entities (i) challenging such entity’s rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by such entity or (iii) alleging that the operation of such entity’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party and, in the case of (i), (ii) and (iii), which infringement, invalidity, inadequacy or violation would, individually or in the aggregate, have a Material Adverse Effect, and none of the Parent Guarantor nor any of its subsidiaries is aware of any facts which would form a reasonable basis for any such claim.

u) Investment Company Act. Neither the Company, nor any of the Guarantors, is, and after giving effect to the offering and sale of the Debt Securities and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

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v) Taxes. Except as otherwise described in the Pricing Disclosure Package, and except for failures that would not, individually or in the aggregate, have a Material Adverse Effect, and except as are currently being contested in good faith under appropriate proceedings and for which reserves required by U.S. GAAP have been created in the applicable financial statements of the Parent Guarantor, the Parent Guarantor and each of its subsidiaries (1) has filed all tax returns required to be filed through the date of this Agreement, taking into account any valid extensions, (2) has paid all taxes, assessments, fines and penalties required to be paid by it (including in its capacity as a withholding agent) and (3) has not had any tax deficiency determined adversely to it (nor does it have any written notice of any tax deficiency which could reasonably be expected to be determined adversely to the Parent Guarantor or any of its subsidiaries).

w) Licenses and Permits. The Parent Guarantor and each of its subsidiaries possesses such valid and current certificates, permits, licenses, approvals, consents and other authorizations issued by the appropriate state, Federal or foreign regulatory agencies or bodies necessary to conduct its respective business as now or proposed to be conducted, except for such certificates, permits, licenses, approvals, consents and other authorizations, the failure of which to have, would not, individually or in the aggregate, have a Material Adverse Effect, and neither the Parent Guarantor nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, permit, license, approval, consent or other authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could have a Material Adverse Effect.

x) No Labor Disputes. No dispute with the employees of the Parent Guarantor or any of its subsidiaries exists, and to the knowledge of the Company and the Guarantors, there is no existing or imminent labor disturbance by the employees of any of the principal suppliers, contractors or customers of the Parent Guarantor or any of its subsidiaries that could, individually or in the aggregate, have a Material Adverse Effect.

y) Compliance with and Liability under Environmental Laws. Except as otherwise described in the Pricing Disclosure Package, the Parent Guarantor and each of its subsidiaries is (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Hazardous Substances”) or human health and safety (to the extent relating to exposure to Hazardous Substances) (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its respective business and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except in the case of (i), (ii) and (iii) where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect. Except as otherwise described in the Pricing Disclosure Package, to the knowledge of the Company and the Guarantors, there are no costs or liabilities arising under Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect.

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z) Disclosure Controls. The Parent Guarantor and each of its subsidiaries maintains an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 of the Exchange Act) that are designed to ensure that the information required to be disclosed in the reports that the Parent Guarantor, files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to management of the Parent Guarantor, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding disclosure.

aa) Accounting Controls. The Parent Guarantor and each of its subsidiaries maintains effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act), and the Parent Guarantor and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP, and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) in the case of the Parent Guarantor, interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as otherwise described in the Pricing Disclosure Package, since the respective end of its most recent audited fiscal year, there has been (1) no material weakness in the Parent Guarantor’s internal control over financial reporting (whether or not remediated), and (2) no change in the Parent Guarantor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Parent Guarantor’s internal control over financial reporting.

bb) No Unlawful Payments. For the past five years, neither the Parent Guarantor nor any of its subsidiaries, nor any director, officer or employee of the Parent Guarantor or any of its subsidiaries, nor to the knowledge of the Company or any of the Guarantors, any agent, affiliate, or other person acting on behalf of the Parent Guarantor, or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Irish Criminal Justice (Corruption Offences) Act 2018, the UK Bribery Act or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Parent Guarantor and each of its subsidiaries has instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures reasonably designed to promote compliance with all applicable anti-bribery and anti-corruption laws.

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cc) Compliance with Anti-Money Laundering Laws. The operations of the Parent Guarantor and each of its subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Parent Guarantor and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent Guarantor or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the Guarantors, threatened.

dd) No Conflicts with Sanctions Laws.

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ee) No Registration Rights. No person has the right to require the Parent Guarantor or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Debt Securities.

ff) No Stabilization. Neither the Company, any of the Guarantors or any of their respective affiliates has (i) taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Debt Securities or (ii) issued any press release or other public announcement referring to the proposed offering of the Debt Securities that does not adequately disclose the fact that stabilizing action may take place with respect to the Euro Notes. None of the Company, the Guarantors or any of their respective affiliates, has taken any action or omitted to take any action which may result in the loss by the Euro Underwriters of the ability to rely on any stabilization safe harbor provided by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (the “FSMA”).

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gg) Sarbanes-Oxley Act. There is and has been no failure on the part of the Parent Guarantor or any of the Parent Guarantor’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

hh) Significant Subsidiaries. Each “significant subsidiary,” as such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”), of the Parent Guarantor has been duly organized, is validly existing as a corporation, limited liability company, public unlimited company, public limited company, designated activity company, partnership, or other similar entity, as applicable, in good standing (to the extent such concept exists under the laws of the relevant jurisdiction) under the laws of the jurisdiction of organization, has the corporate or similar organizational power and authority to own or lease its property and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and is duly qualified to transact business as a foreign corporation or other entity and is in good standing (to the extent such concept exists under the laws of the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued shares of capital stock or other ownership interests of each significant subsidiary of the Parent Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Parent Guarantor, free and clear of all liens, encumbrances, equities or claims, except with respect to any directors qualifying shares, and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

ii) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Parent Guarantor or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Debt Securities and at the date hereof, the Parent Guarantor was not and is not an “ineligible issuer” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act.

jj) Stamp Taxes. Except for any net income, capital gains or franchise taxes imposed on the Underwriters by the Republic of Ireland (“Ireland”) or any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such tax, no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in Ireland, the United States or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the issuance and delivery of the Debt Securities in the manner contemplated by this Agreement and the Prospectus only through the facilities of DTC or (C) the sale and delivery by the Underwriters of the Debt Securities as contemplated herein and in the Prospectus, effected only by means of the transfer of book-entry interests in DTC relating to such Debt Securities, through the facilities of DTC.

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kk) No Immunity. Neither the Parent Guarantor nor any of its subsidiaries or their properties or assets has immunity under Irish, U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any Irish, U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that the Parent Guarantor or any of its subsidiaries or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by this Agreement, may at any time be commenced, the Parent Guarantor has, pursuant to Section 15(d) of this Agreement, waived, and it will waive, or will cause any of its subsidiaries to waive, such right to the extent permitted by law.

ll) Enforcement of Foreign Judgments. In any proceedings taken in Ireland for the enforcement of a judgment obtained against either of the Company or any Guarantor in any U.S. federal or New York state court in the Borough of Manhattan in the City of New York (a “Foreign Judgment”), the Foreign Judgment would be recognized and enforced by the courts of Ireland save that to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order of the Irish courts. Such order should be granted on proper proof of the Foreign Judgment without any re-trial or examination of the merits of the case subject to the following qualifications: (i) that the foreign court had jurisdiction, according to the laws of Ireland; (ii) that the Foreign Judgment was not obtained by fraud; (iii) that the Foreign Judgment is not contrary to public policy or natural justice as understood in Irish law; (iv) that the Foreign Judgment is final and conclusive; (v) that the Foreign Judgment is for a definite sum of money; and (vi) that the procedural rules of the court giving the Foreign Judgment have been observed.

mm) Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of Ireland and will be honored by the courts of Ireland, subject to the restrictions described under the caption “Service of Process and Enforcement of Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company and Guarantors have the power to submit, and pursuant to Section 15(d) of this Agreement, have legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and have validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

nn) Indemnification and Contribution. The indemnification and contribution provisions set forth in Section 7 hereof do not contravene Irish law or public policy.

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oo) Irish Approvals. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no approvals are currently required in Ireland in order for the Company to pay principal, interest and premiums, if any, on the Debt Securities. Under current laws and regulations of Ireland and any political subdivision thereof, any amount payable with respect to the Debt Securities upon liquidation of the Company or upon redemption thereof and principal, interest and premiums, if any, payable with respect to the Debt Securities may be paid by the Company in United States dollars or euros and freely transferred out of Ireland, and, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no such payments made to the holders thereof or therein who are non-residents of Ireland will be subject to income, withholding or other taxes under laws and regulations of Ireland or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in Ireland or any political subdivision or taxing authority thereof or therein.

pp) Legality. The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, the Pricing Disclosure Package, the Prospectus, this Agreement or the Debt Securities in any jurisdiction in which the Company and the Guarantors are organized or do business is not dependent upon such document being submitted into, filed or recorded with any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of any such document.

qq) Legal Action. A holder of the Debt Securities and each Underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company or the any Guarantor for the enforcement of their respective rights under this Agreement and the Debt Securities and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction except that plaintiffs not residing in Ireland may be required to guarantee payment of a possible order for payment of costs or damages at the request of the defendant.

rr) Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) to the knowledge of the Company and the Guarantors, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Parent Guarantor or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Parent Guarantor and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) and (B) neither the Parent Guarantor nor its subsidiaries have been notified of, and none of them have knowledge of, any security breach or incident, unauthorized access or disclosure or other compromise to their respective IT Systems and Data. The Parent Guarantor and its subsidiaries have taken reasonable steps to implement appropriate controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required to comply in all material respects with applicable law. The Parent Guarantor and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data

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ss) Parent Guarantor and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of Parent Guarantor and its subsidiaries, in each case free and clear of all liens, encumbrances and defects such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by Parent Guarantor and its subsidiaries, except in each case where the failure to have good and marketable title free and clear of all liens, encumbrances and defects would not, singly or in the aggregate, have a Material Adverse Effect and except for liens that may be granted in accordance with the Credit Agreement; and any real property and buildings held under lease by Parent Guarantor and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by Parent Guarantor and its subsidiaries, except in each case where such failures would not, singly or in the aggregate, have a Material Adverse Effect.

tt) Parent Guarantor and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, except where the failure to be so insured would not, singly or in the aggregate, have a Material Adverse Effect.

uu) The Parent Guarantor and each of its subsidiaries, on a consolidated basis, are, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

vv) FSMA. None of the Parent Guarantor or its subsidiaries or any director, officer, agent, employee or Affiliate of the Parent Guarantor or any of its subsidiaries has distributed or, prior to the later to occur of (i) the Closing Date and (ii) the completion of the distribution of the Debt Securities, will distribute any material referring to the offering and sale of the Debt Securities other than the Preliminary Prospectus or Prospectus or other materials, if any, permitted by the FSMA (or regulations or legislation promulgated pursuant to the Act or the FSMA) or required to be distributed by the NYSE.

4. Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally each covenants and agrees with each Underwriter that:

a) Required Filings. The Company and the Parent Guarantor will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Annex A hereto) to the extent required by Rule 433 under the Securities Act; and the Parent Guarantor will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Debt Securities; and the Company will promptly furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in such quantities as the Representatives may reasonably request. The Company or the Parent Guarantor will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

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b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Debt Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Debt Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Debt Securities by any Underwriter or dealer.

c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects.

d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of (a) any notice of objection by the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act or (b) any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Debt Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Debt Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

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e) Pricing Disclosure Package. If at any time the Pricing Disclosure Package is being used to solicit offers to buy the Debt Securities at a time when the Prospectus is not yet available to prospective purchasers, (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Preliminary Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with law.

f) Ongoing Compliance. If during the Prospectus Delivery Period but for no more than 90 days (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Parent Guarantor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented including such documents to be incorporated by reference will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

g) Blue Sky Compliance. The Company and the Guarantors will qualify the Debt Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Debt Securities; provided that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

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h) Earning Statement. The Parent Guarantor will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act provided that the Company will be deemed to have complied with such requirement by filing on EDGAR a report that satisfies the requirements for an “earnings statement” under Rule 158 of the Securities Act.

i) Clear Market. During the period from the date hereof and continuing to and including the Closing Date, the Company and the Guarantors will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or any Guarantor or warrants to purchase or otherwise acquire debt securities of the Company or any Guarantor substantially similar to the Debt Securities (other than (i) the Debt Securities, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives).

j) Use of Proceeds. The Company will apply the net proceeds from the sale of the Debt Securities as described in each of the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.

k) Depositary; Euroclear and Clearstream. The Company will assist the Dollar Underwriters in arranging for the Dollar Notes to be eligible for clearance and settlement through DTC. The Company will assist the Euro Underwriters in arranging for the Euro Notes to be eligible for clearance and settlement through the facilities of Euroclear and Clearstream and to maintain such eligibility for so long as the Euro Securities remain outstanding.

l) No Stabilization. Neither the Company, any Guarantor or any of their respective affiliates will (i) take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Debt Securities (it being understood that the Company and the Guarantors make no representation as to the actions taken by or on behalf of any Underwriter in connection with the offering contemplated hereby) or (ii) take any action or omit to take any action, and to cause their respective subsidiaries not to take any action or omit to take any action, that may result in the loss by the Euro Underwriters of the ability to rely on the stabilization safe harbor provided by the Financial Conduct Authority under the FSMA.

m) Exchange Listing. The Parent Guarantor will use its reasonable best efforts to list, subject to notice of issuance, the Debt Securities on the New York Stock Exchange (“NYSE”).

n) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

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5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, that:

a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex A hereto without the consent of the Company.

b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Debt Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase Debt Securities on the Closing Date as provided herein is subject to the performance by the Company and the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

b) Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

c) No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded to the Debt Securities or any other debt securities or preferred stock issued or guaranteed by the Company, the Parent Guarantor or any of the Parent Guarantor’s subsidiaries by a “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading).

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d) No Material Adverse Change. No event or condition of a type described in Section 3(g) shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Debt Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

e) Officers’ Certificates. (1) The Representatives shall have received on and as of the Closing Date, a certificate of the chief financial officer or chief accounting officer of the Parent Guarantor and one additional senior executive officer of the Parent Guarantor (i) confirming that to the knowledge of such officers, the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

f) Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representatives, at the request of the Parent Guarantor, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date

g) Opinion and 10b-5 Statement of US Counsel for the Company. (i) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Company and the Guarantors, shall have furnished to the Representatives, at the request of the Company and the Guarantors, their written opinion and 10b-5 statement, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, and (ii) Brad Lorden, deputy general counsel for the Parent Guarantor, shall have furnished to the Representatives, at the request of the Company and the Guarantors, his written opinion, dated the Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

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h) Opinion of Local Counsel for the Company. (i) A&L Goodbody, Irish counsel for the Company and the Parent Guarantor, shall have furnished to the Representatives, at the request of the Company and the Parent Guarantor, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, (ii) Stibbe BV/SRL, Belgian counsel for the Company and the Parent Guarantor, shall have furnished to the Representatives, at the request of the Company and the Parent Guarantor, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and (iii) Warner Norcross & Judd LLP, Michigan counsel for the Company and the Parent Guarantor, shall have furnished to the Representatives, at the request of the Company and the Parent Guarantor, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

i) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 statement of Cahill Gordon & Reindel LLP, counsel for the Underwriters, dated the Closing Date with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

j) [Reserved]

k) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Debt Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Debt Securities or the issuance of the Guarantees.

l) Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and each Guarantor in their respective jurisdictions of organization to the extent such concept exists in such jurisdiction, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

m) DTC. The Dollar Notes shall be eligible for clearance and settlement through DTC.

n) Euroclear and Clearstream. The Euro Notes shall be eligible for clearance and settlement through Euroclear and Clearstream.

o) Supplemental Indentures and Debt Securities. The Supplemental Indentures shall have been duly executed and delivered by a duly authorized officer of the Company, each Guarantor and the Trustee and Paying Agent (as applicable), and the Debt Securities shall have been duly executed and delivered by a duly authorized officer of the Company and the Parent Guarantor and duly authenticated by the Trustee and Paying Agent (as applicable).

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p) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

a) Indemnification of the Underwriters. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

b) Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Guarantor, each of their respective directors, their officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the selling concession figures appearing in the first sentence of the fifth paragraph under the caption “Underwriting”, and the information contained in the ninth and tenth paragraphs under the caption “Underwriting”.

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c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, each Guarantor, their respective directors, their respective officers who signed the Registration Statement and any control persons of the Company and the Guarantors shall be designated in writing by the Company and/or the Guarantors. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

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d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other from the offering of the Debt Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Guarantors from the sale of the Debt Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus. The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

e) Limitation on Liability. The Company, each Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Debt Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.

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f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange, The Nasdaq Stock Market, the London Stock Exchange or the Luxembourg Exchange; (ii) trading of any securities issued or guaranteed by the Company or any Guarantor shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or United Kingdom government or regulatory authorities or other authorities in the European Union; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Debt Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

10. Defaulting Underwriter.

a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Debt Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Debt Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Debt Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Debt Securities on such terms. If other persons become obligated or agree to purchase the Debt Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Pricing Disclosure Package and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Debt Securities that a defaulting Underwriter agreed but failed to purchase.

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b) If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Debt Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Debt Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Debt Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Debt Securities that such Underwriter agreed to purchase hereunder) of the Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

c) If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Debt Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Debt Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or any Guarantor, except that the Company and each Guarantor will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, any Guarantor or any non-defaulting Underwriter for damages caused by its default.

e) For the avoidance of doubt, to the extent an Euro Underwriter’s obligation to purchase the Euro Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Euro Underwriter does not, at the Closing Time, purchase the full amount of the Euro Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Euro Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Euro Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Euro Underwriters.

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11. Payment of Expenses.

a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Debt Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s and the Parent Guarantor’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Debt Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters) not to exceed $15,000; (v) any fees charged by rating agencies for rating the Debt Securities; (vi) the fees and expenses of the Trustee and the Paying Agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters), and the approval of the Debt Securities for book-entry transfer by DTC or approval of the Euro Notes for clearance and settlement through Euroclear and Clearstream, as applicable; (viii) the fees and expenses incurred in connection with the listing of the Debt Securities on the New York Stock Exchange; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors and (x) any value-added tax imposed on any payment by the Company to the Underwriters under this Agreement (upon presentation of an appropriate VAT invoice).

b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Debt Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Debt Securities for any reason permitted under this Agreement (other than pursuant to Section 9(i)), the Company and each Guarantor jointly and severally agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

c) Each Euro Underwriter agrees to pay the portion of any expenses payable by the Euro Underwriters represented by such Euro Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Euro Underwriter’s name in Schedule 1-B bears to the aggregate principal amount of Euro Notes set forth opposite the names of all Underwriters) of the Euro Notes (with respect to each Euro Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Euro Underwriter hereby agrees that the Settlement Lead Manager (as defined below) may allocate the Pro Rata Expenses to the account of such Euro Underwriter for settlement of accounts (including payment of such Euro Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Debt Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

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13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Debt Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or the Underwriters.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City or London and on which the T2 system, or any successor thereto, is open; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

15. Miscellaneous.

a) Authority of the Representatives. Any action (i) by the Dollar Underwriters hereunder may be taken by BofA Securities, Inc., on behalf of the Dollar Underwriters, and any such action taken by BofA Securities, Inc. shall be binding upon the Dollar Underwriters and (ii) by the Euro Underwriters hereunder may be taken by BofA Securities Europe SA on behalf of the Euro Underwriters, and any such action taken by BofA Securities Europe SA shall be binding upon the Euro Underwriters.

b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Dollar Underwriters shall be given to the Dollar Representatives c/o BofA Securities, Inc., 114 W. 47th Street, 7th Floor, NY8-114-07-01, New York, New York 10036, Attention: High Yield Legal Department; Email: BofA_HY_Legal_Notices@bofa.com. Notices to the Euro Underwriters shall be given to the Euro Representatives c/o BofA Securities Europe SA, 51 rue La Boétie, 75008 Paris, France, Attention: High Yield Syndicate Desk; Email: levfin_hy_paris@bofa.com. Notices to the Company shall be given to it at Perrigo Company, 515 Eastern Avenue, Allegan, Michigan 49010 (fax: (269) 673-8451); Attention: Todd Kingma with a copy, which shall not constitute notice, to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, (fax: (212) 859-4000), Attention: Mark Hayek.

c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state.

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d) Judgment Currency. The Company and the Guarantors jointly and severally agree to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. Specifically with regard to the Euro Notes, if for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than Euros, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Euro Underwriters could purchase Euros with such other currency in the City of New York on the business day preceding that on which final judgment is given. The obligations of the Company and each Guarantor in respect of any sum due from it to any Euro Underwriter shall, notwithstanding any judgment in any currency other than Euros, not be discharged until the first business day, following receipt by such Euro Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Euro Underwriter may in accordance with normal banking procedures purchase Euros with such other currency.

e) Waiver of Immunity. To the extent that either the Company and the Guarantors has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) Ireland or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company and the Guarantors each hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

f) Submission to Jurisdiction. Each of the Company and the each of the Guarantors hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and each of the Guarantors waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and each of the Guarantors agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Guarantors and may be enforced in any court to the jurisdiction of which the Company and any Guarantor is subject by a suit upon such judgment. Each of the Company and each of the Guarantors irrevocably appoints Perrigo Company, located at 515 Eastern Avenue, Allegan, Michigan 49010, as its authorized agent upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company and the Guarantors by the person serving the same to the address provided in this Section 15(f), shall be deemed in every respect effective service of process upon each of the Company and the Guarantors in any such suit or proceeding. Each of the Company and each of the Guarantors hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. Each of the Company and the Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.

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g) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered electronically or by any other standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

h) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

i) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

16. Recognition of the U.S. Special Resolution Regimes.

a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime, if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States;

b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

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c) For the purposes of this Section 16, the following definitions apply:

17. Contractual Recognition of Bail-in.

a) EEA Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between any Euro Underwriter and any other party this Agreement, each of the parties to this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-In Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

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or

b) As used in this Section 17:

(i) “Bail-In Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-In Legislation Schedule from time to time.

(ii) “Bail-In Powers” means any Write-down and Conversion Powers as defined in the EU Bail-In Legislation Schedule, in relation to the relevant Bail-In Legislation.

(iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(iv) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-In Legislation may be exercised.

(v) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

(vi) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-In Powers.

c) UK Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between any Euro Underwriter and any other party to this Agreement, each of the other parties to this Agreement acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts and agrees to be bound by:

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d) For purposes of this Section 17:

36

18. Co-Manufacturer Agreement.

(a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of BofA Securities Europe SA and Goodbody Stockbrokers UC (each, a “Manufacturer” and together, the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Euro Notes and the related information set out in the Pricing Disclosure Package and the Prospectus in connection with the Euro Notes. Each of the Euro Underwriters (other than those not subject to the Product Governance Rules), the Company, and the Guarantors note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Euro Notes by the Manufacturers and the related information set out in the Pricing Disclosure Package and the Prospectus in connection with the Euro Notes.

(b) UK Co-Manufacturer Agreement. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules (a) each of J.P. Morgan Securities PLC and HSBC Securities (USA) Inc. (each a “UK Manufacturer”) understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Euro Notes and the related information set out in the Pricing Disclosure Package and the Prospectus in connection with the Euro Notes; and (b) each of the Euro Underwriters, the Issuer and the Guarantors note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Euro Notes by the UK Manufacturer and the related information set out in the Pricing Disclosure Package and the Prospectus in connection with the Euro Notes.

19. Agreement Among Managers. The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Markets Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”) as amended in the manner set out below. For purposes of the Agreement Among Managers, “Managers” means the Euro Underwriters, “Lead Manager” means the Euro Representative, “Settlement Lead Manager” means BofA Securities Europe SA, “Stabilising Manager” means BofA Securities Europe SA, and “Subscription Agreement” means this Agreement. Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 10 of this Underwriting Agreement.

20. Compliance with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

[Signature Page Follows]

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

[Signature Page to the Underwriting Agreement]

BNP PARIBAS SECURITIES CORP.

[Signature Page to the Underwriting Agreement]

GOLDMAN SACHS & CO. LLC

[Signature Page to the Underwriting Agreement]

MIZUHO INTERNATIONAL PLC

[Signature Page to the Underwriting Agreement]

CAPITAL ONE SECURITIES, INC.

[Signature Page to the Underwriting Agreement]

GOODBODY STOCKBROKERS UC

[Signature Page to the Underwriting Agreement]

HUNTINGTON SECURITIES, INC.

[Signature Page to the Underwriting Agreement]

MUFG SECURITIES (EUROPE) N.V.

[Signature Page to the Underwriting Agreement]

PNC CAPITAL MARKETS LLC

[Signature Page to the Underwriting Agreement]

SG AMERICAS SECURITIES, LLC

[Signature Page to the Underwriting Agreement]

Schedule 1-A

Schedule 1-B

Schedule 2

Subsidiary Guarantors

Annex A

Annex B

Issuer Free Writing Prospectus filed Pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement Dated September 9, 2024

Registration Statement No. 333-282001

PERRIGO FINANCE UNLIMITED COMPANY

$715,000,000 6.125% Senior Notes due 2032 (the “USD Notes”)

€350,000,000 5.375% Senior Notes due 2032 (the “Euro Notes” and together with the USD Notes, the “Notes”)

Pricing Term Sheet

September 11, 2024

Pricing Term Sheet, dated September 11, 2024, to Preliminary Prospectus Supplement, dated September 9, 2024 (the “Preliminary Prospectus Supplement”), of Perrigo Finance Unlimited Company. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Term Sheet but not defined herein have the meanings given them in the Preliminary Prospectus Supplement.

Terms Applicable to the USD Notes

The Parent, the Issuer and the Subsidiary Guarantors have filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the Parent has filed with the SEC and incorporated by reference into the registration statement for more complete information about the Parent, the Issuer, the Subsidiary Guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling BofA Securities toll-free at 1-800-294-1322 or by emailing BofA Securities at dg.prospectus_requests@bofa.com.

This communication does not constitute an offer to sell the notes and is not a solicitation of an offer to buy the notes in any jurisdiction where the offer or sale is prohibited, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 has been prepared as not available to retail in EEA.

Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 as it forms part of UK domestic law by virtue of the EUWA has been prepared as not available to retail in the UK.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.

Exhibit 4.1

Execution Version

PERRIGO FINANCE UNLIMITED COMPANY,

as the Issuer,

PERRIGO COMPANY PLC,

as the Parent Guarantor,

EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as the Trustee

SUPPLEMENTAL INDENTURE NO. 6

DATED AS OF SEPTEMBER 17, 2024

TO INDENTURE

DATED AS OF DECEMBER 2, 2014

relating to

$715,000,000 6.125% Senior Notes due 2032

SUPPLEMENTAL INDENTURE NO. 6

SUPPLEMENTAL INDENTURE NO. 6, dated as of September 17, 2024 (this “Supplemental Indenture”), among Perrigo Finance Unlimited Company, a public unlimited company organized under the law of Ireland (the “Issuer”), Perrigo Company plc, a public limited company organized under the law of Ireland (the “Parent” or “Parent Guarantor”), the other guarantors party hereto (together with the Parent Guarantor, the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), to the Base Indenture (as defined below).

RECITALS

WHEREAS, the Issuer and the Parent Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of December 2, 2014 (as amended, the “Base Indenture”), among the Issuer, the Parent Guarantor and the Trustee, as successor to Wells Fargo Bank, National Association, providing for the issuance, from time to time, of one or more series of the Issuer’s Securities by the Issuer, to be issued in one or more series as therein provided, and the related Guarantee (defined below) of such Securities by the Guarantors;

WHEREAS, pursuant to the terms of the Base Indenture, the Issuer desires to provide for the establishment of a series of Securities to be known as its 6.125% Senior Notes due 2032 (the “Notes”), and the Guarantors desire to deliver their Guarantees as set forth herein, the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture (together, the “Indenture”);

WHEREAS, the Notes initially will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis (the “Guarantees”) by each of the Guarantors; and

WHEREAS, the Issuer and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a legal, valid and binding instrument in accordance with its terms, to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee, the legal, valid and binding obligations of the Issuer, and to make the Guarantees included herein, the legal, valid and binding obligation of each of the Guarantors, and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.

Section 1.02. References in this Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this Supplemental Indenture, unless otherwise specified.

Section 1.03. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

“Additional Notes” means any additional Notes that may be issued from time to time pursuant to Section 2.01(b).

“Adjusted Treasury Rate” means, as of the date of the relevant redemption notice, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to the date of such redemption notice) of the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in Federal Reserve Statistical Release H.15 with respect to each applicable day during such week or, if such Statistical Release is no longer published or the relevant information is no longer available thereon, any publicly available source of similar market data) most nearly equal to the period from the date of such redemption notice to September 30, 2027; provided, however, that if the period from the date of such redemption notice to September 30, 2027 is not equal to the constant maturity of a United States Treasury security for which such a yield is given, the Adjusted Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to September 30, 2027 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year shall be used. Any such Adjusted Treasury Rate shall be determined, and the information required to be obtained for its calculation shall be obtained, by the Issuer.

“Applicable Premium” means, with respect to any note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the Redemption Price of such Note at September 30, 2027 (such Redemption Price being set forth in the table appearing in paragraph 6 of the Note), plus (ii) all required interest payments due on such note through September 30, 2027 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Adjusted Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee and the Trustee will not be responsible or liable for confirming or verifying the calculation.

“Approved Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

“Affiliate Transferee” has the meaning provided in Section 6.03(f).

“Base Indenture” has the meaning provided in the recitals.

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“Change in Tax Law” has the meaning provided in Section 11.8 of the Base Indenture, as amended in Section 4.02.

“Change of Control” has the meaning provided in Section 6.03(f).

“Change of Control Offer” has the meaning provided in Section 6.03(a).

“Change of Control Payment” has the meaning provided in Section 6.03(a).

“Change of Control Payment Date” has the meaning provided in Section 6.03(b).

“Change of Control Triggering Event” has the meaning provided in Section 6.03(f).

“Code” means the Internal Revenue Code of 1986, as amended.

“Corporate Trust Office” means the designated corporate trust office of the Trustee at which at any particular time its corporate trust business relating to this Indenture shall be administered, which office at the date hereof is located at Computershare Trust Company, N.A., 1505 Energy Park Drive, St. Paul, MN 55108, Attn: Corporate Trust Services – Perrigo Company plc Administrator, or such other address as the Trustee may designate from time to time by written notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by written notice to the Holders and the Issuer).

“CRS” means the Standard for Automatic Exchange of Financial Account Information approved on July 15, 2014 by the Council of the Organisation for Economic Cooperation and Development, and any law or regulations made in respect of or in connection it, including Section 891F of the Taxes Consolidation Act 1997 of Ireland and any Irish law or regulation made pursuant to or in connection with that provision.

“DAC II” means Council Directive 2014/107/EU of December 9, 2014 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation, and any law or regulations made in respect of or in connection with it, including Section 891G of the Taxes Consolidation Act 1997 of Ireland and any Irish law or regulation made pursuant to or in connection with that provision.

“Debt Facilities” means one or more debt facilities (including, without limitation, the Senior Secured Credit Facilities), commercial paper facilities or indentures, in each case with banks, institutional or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or debt securities, in each case, as amended (including, without limitation, as to principal amount), restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original agents or lenders or parties and whether or not contemplated under the original agreement relating thereto).

“Depositary” has the meaning provided in Section 2.03.

“Derivative Instrument” means, with respect to a Person, any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank or Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance References”).

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“Disqualified Equity Interests” means any Equity Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the Holder of the Equity Interests), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the Holder of the Equity Interests, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided that any class of Equity Interests of such Person that, by its terms, requires such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests, and that is not convertible, puttable or exchangeable for cash, Disqualified Stock or Debt, will not be deemed to be Disqualified Equity Interests, so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests.

“Equity Interests” means the shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Equity Offering” means a sale, on or after the Closing Date, of Equity Interests (other than Disqualified Equity Interests) of the Issuer or contribution to the Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Equity Interests) of Parent.

“FATCA” means (a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in (a) above, including the Agreement to Improve Tax Compliance and Provide for Reporting and Exchange of Information concerning Tax Matters (United States of America) Order 2013 (S.I. No. 33 of 2013) of Ireland, section 891E of the Taxes Consolidation Act 1997 of Ireland and any Irish law or regulation made pursuant to or in connection with that provision.

“Guarantee” has the meaning set forth in the recitals.

“Indenture” has the meaning provided in the recitals.

“Interest Payment Date” has the meaning provided in Section 2.04.

“Issue Date” means September 17, 2024.

“Issuer” has the meaning provided in the preamble.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Moody’s” has the meaning provided in Section 6.03(f).

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“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination.

“Notes” has the meaning provided in the recitals. For the avoidance of doubt, “Notes” shall include the Additional Notes, if any.

“Parent” or “Parent Guarantor” has the meaning provided in the preamble.

“Rating Agencies” has the meaning provided in Section 6.03(f).

“Rating Event” has the meaning provided in Section 6.03(f).

“Record Date” has the meaning provided in Section 2.04.

“Regulated Bank” means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“S&P” has the meaning provided in Section 6.03(f).

“Screened Affiliate” means any Affiliate of a Holder or, if the Holder is DTC or DTC’s nominee, of a beneficial owner, (i) that makes investment decisions independently from such Holder or beneficial owner and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder or beneficial owner and any other Affiliate of such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holders or beneficial owners in connection with its investment in the Notes.

“Senior Secured Credit Facilities” means the Credit Agreement entered into on April 20, 2022 and amended on December 15, 2023 (the “Senior Secured Credit Agreement”) among the Parent, Perrigo Investments, the other subsidiaries of the Parent named therein, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association as syndication agent and Morgan Stanley Senior Funding, Inc. BofA Securities, Inc. and HSBC Securities (USA) Inc. as co-documentation agents, as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified in whole or in part from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.

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“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Supplemental Indenture” has the meaning provided in the preamble.

“Trustee” has the meaning provided in the preamble.

“Voting Stock” has the meaning provided in Section 6.03(f).

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.04. Solely for purposes of the Notes, the following definitions shall amend and restate in their entirety the definitions of such terms found in Section 1.1 of the Base Indenture:

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Issuer by the Chairman, the President, any Vice President, the Treasurer, an Assistant Treasurer, the General Counsel or the Secretary of the Issuer, or if the Issuer does not have such officers, a director of the Issuer or any Person servicing in a similar capacity for the Issuer, and delivered to the Trustee.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, that are in effect from time to time, it being understood that, for purposes of this Indenture, all references to codified accounting standards specifically named in this Indenture shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP. At any time after the Issue Date, the Issuer may elect, for all purposes of this Indenture, to apply IFRS accounting principles (or any successor, replacement, amended or updated accounting principles to IFRS that are then in effect in the Issuer’s jurisdiction of organization) in lieu of GAAP, and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS as in effect from time to time (or such successor, replacement, amended or updated accounting principles) as previously calculated or determined in accordance with GAAP; provided that (1) from and after such election, all financial statements and reports required to be provided pursuant to this Indenture (and all financial statements and reports required to be filed with the Commission or that are otherwise provided to shareholders of the Parent Guarantor) shall be prepared on the basis of IFRS (or such successor, replacement, amended or updated accounting principles), (2) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed in conformity with IFRS (or such successor, replacement, amended or updated accounting principles) with retroactive effect being given thereto assuming that such election had been made on the Issue Date and (3) all accounting terms and references in this Indenture to accounting standards shall be deemed to be references to the most comparable terms or standards under IFRS (or such successor, replacement, amended or updated accounting principles). The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the Holders of the Notes promptly after having made such election (and in any event, within 15 days thereof).

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“Restricted Subsidiary” means any Subsidiary of the Parent which owns or leases a Principal Property and which could secure the Notes with such Principal Property.

“Sale and Lease-Back Transactions” means any arrangement with any Person providing for the leasing by the Parent Guarantor or a Restricted Subsidiary of any Principal Property that the Parent Guarantor or such Restricted Subsidiary has sold or transferred or is about to sell or transfer to such Person; provided, however, that this definition does not include transactions between or among the Parent Guarantor and its Restricted Subsidiaries.

Section 1.05. Consent to Creation of Distributable Reserves.

(a) Solely for purposes of the Notes, Section 1.21 of the Base Indenture is hereby amended and restated in its entirety as follows:

Each Holder of a Note by its acceptance thereof irrevocably consents, to the fullest extent permitted by applicable law, to the creation of distributable reserves, from time to time, by reducing some or all of the share premium of the Parent Guarantor resulting from the issuance of ordinary shares of the Parent Guarantor or otherwise.

Section 1.06. Currency Indemnity.

For the avoidance of doubt, with respect to the Notes, each reference to “Securities” in Section 1.19 of the Base Indenture shall be deemed to include the Guarantees.

Section 1.07. Submission to Jurisdiction.

The Issuer and the Guarantors each hereby agree to appoint Corporation Service Company, with an office at 19 West 44th Street, Suite 200, New York, New York 10036, as its agent (or any successor thereto) for service of process in any suit, action or proceeding with respect to the Indenture, the Notes and the Guarantees and for actions brought under the United States federal or state securities laws brought in any United States federal or state court located in the Borough of Manhattan in the County and City of New York.

ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.01. Designation and Principal Amount.

(a) The Notes are hereby authorized and are designated the 6.125% Senior Notes due 2032, unlimited in aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of $715,000,000, which amount shall be set forth in the written order of the Issuer for the authentication and delivery of the Notes pursuant to Sections 3.1 and 3.3 of the Base Indenture.

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(b) In addition, without the consent of the Holders of the Notes, the Issuer may issue, from time to time, in accordance with the provisions of the Indenture, Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes in all respects (except for the issue date, issue price, and, if applicable, payment of interest accruing prior to the issue date of such Additional Notes and, if applicable, the first payment of any interest following the issue date of such Additional Notes). Any Additional Notes having such similar terms, together with the other Notes, shall constitute a single series of Notes under the Indenture; provided, that if such Additional Notes are not fungible with the other Notes for U.S. federal income tax purposes, the Additional Notes will be issued under a separate CUSIP number.

Section 2.02. Maturity.

Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable, together with any accrued interest thereon, on September 30, 2032.

Section 2.03. Form and Payment.

(a) The Notes shall be issued as global notes, in fully registered book-entry form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b) The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon, are to be substantially in the form of Exhibit A which form is hereby incorporated in and made a part of this Supplemental Indenture.

(c) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

(d) Principal, premium, if any, and/or interest, if any, on the global notes representing the Notes shall be made to DTC, which shall act as a depository for the global notes (together with any successor thereto, the “Depositary”).

(e) Computershare Trust Company, N.A. (or any successor thereto) will initially serve as Paying Agent and Security Registrar for the Notes. In connection with any proposed exchange of an interest in a global note representing the Notes for a certificated note, the Issuer or the Depositary shall provide or cause to be provided to the Trustee all information reasonably requested by the Trustee that is necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(f) The global notes representing the Notes shall be deposited with, or on behalf of, the Depositary and shall be registered in the name of the Depositary or a nominee of the Depositary. No global note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.

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(g) A global note deposited with, or on behalf of, the Depositary may be transferred to the beneficial owners thereof in the form of definitive Notes in an aggregate principal amount equal to the principal amount of such global note, in exchange for such global note, in accordance with the procedures set forth in Section 3.5 of the Base Indenture. Definitive Notes shall be issued to the beneficial owners thereof only (i) under the circumstances set forth in Section 3.5 of the Base Indenture or (ii) if an Event of Default has occurred and has not been cured or waived, the Security Registrar has received a request from the Depositary with respect to the issuance of definitive Notes. In connection with any proposed exchange of a global note for a definitive note, there shall be provided to the Trustee all information reasonably requested by the Trustee that is necessary to allow the trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.04. Interest.

Interest on the Notes will be payable in cash and shall accrue at the rate of 6.125% per annum. Interest on the Notes shall accrue from and including September 17, 2024 or the most recent Interest Payment Date on which interest was paid, and be payable semi-annually in arrears on March 30 and September 30 of each year, beginning on March 30, 2025 (each, an “Interest Payment Date”). Interest on the Notes shall be payable to the Holders in whose names the Notes are registered at the close of business on the preceding March 15 and September 15 (whether or not that date is a Business Day) (each, a “Record Date”). Interest on the Notes shall be computed on the basis of a 360-day year comprising twelve 30-day months. If any Interest Payment Date or maturity or Redemption Date falls on a day that is not a Business Day, then the payment will be made on the next Business Day without additional interest and with the same effect as if it were made on the originally scheduled date.

Section 2.05. Additional Amounts.

Additional Amounts shall be payable in respect of the Notes pursuant to Section 10.4 of the Base Indenture. Solely for purposes of the Notes, Section 10.4 of the Base Indenture is hereby replaced in its entirety as follows:

“All payments made by or on behalf of the Issuer or the Guarantors (each, a “Payor”) on the Notes or any Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1) any jurisdiction from or through which payment on the Notes or any Guarantee is made, or any political subdivision of governmental authority thereof or therein having the power to tax; or

(2) any jurisdiction in which a Payor is incorporated, organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of the Notes, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

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(a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, senior, beneficiary, partner of, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being or having been a citizen, resident or treated as a resident or a national thereof or being or having been present or engaged in a trade or carrying on a business in, or having had a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Notes or enforcement of rights thereunder or under any Guarantee or the receipt of payments in respect thereof;

(b) any Taxes to the extent such Taxes are imposed or required to be withheld by reason of the failure of a Holder of Notes to comply with (x) any certification, identification, information or other reporting requirement, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including a certification that the Holder is not resident in the Relevant Taxing Jurisdiction) (provided that at least 30 days prior to the first payment date with respect to which such withholding, deduction or imposition is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant Holder at that time has been notified (in the manner contemplated by the Indenture) by the Payor or any other person through whom payment may be made of such certification, identification, information or other reporting requirement); or (y) any requirement under U.S. tax laws and regulations to establish any entitlement to a partial or complete exemption from such Taxes to which such Holder is legally eligible (including, but not limited to, by providing Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, as applicable, or any subsequent versions thereof or successor thereto);

(c) any Taxes, to the extent such Taxes were imposed as a result of a note being presented for payment (where Notes are legended Notes in certificated form and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had such note been presented during such 30-day period);

(d) any Taxes that are payable otherwise than by withholding from a payment on or with respect to the Notes or any Guarantee;

(e) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;

(f) any Taxes imposed on or with respect to any payment by the Issuer or the Guarantors to the Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that Taxes would not have been imposed on such payment had such beneficial owner been the sole Holder of such Note;

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(g) any Taxes imposed or required to be withheld by the United States, any state thereof or the District of Columbia (or any political subdivision of or governmental authority in any such state or the District of Columbia having the power to tax) by reason of a Holder:

(i) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer, Perrigo Company, a Michigan corporation that is an indirect wholly-owned subsidiary of Parent, or Parent, as described in Section 871(h)(3)(B) of the Code;

(ii) being a bank receiving interest described in Section 881(c)(3)(A) of the Code; or

(iii) being a controlled foreign corporation (a “CFC”) that is related to the Issuer, Perrigo Company or Parent by stock ownership within the meaning of Section 881(c)(3)(C) of the Code;

(h) any Taxes imposed or required to be withheld by the United States, any state thereof or the District of Columbia (or any political subdivision of or governmental authority in any such state or the District of Columbia having the power to tax), as a result of a Holder’s present or former status under the Code as a personal holding company, a foreign personal holding company, a CFC, a passive foreign investment company, a foreign tax exempt organization or a corporation which accumulates earnings to avoid U.S. federal income tax;

(i) any U.S. federal backup withholding Taxes;

(j) any Taxes imposed under Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, and any intergovernmental agreements or treaties (and any related legislation, rules, or official administrative practices) implementing the foregoing; or

(k) any combination of items (a) through (j) above.

As used in this Section 10.4, the term “Holder” shall include both a Holder of the Notes and a beneficial owner of the Notes, as applicable. In the event the Notes are held in global form, the right to receive Additional Amounts shall be determined at the beneficial owner level.

The Payor, if it is the applicable withholding agent, will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will furnish to the Trustee (or to a Holder upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, such certified copies. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Notes upon request and will be made available at the offices of the Paying Agent.

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At least 30 days prior to each date on which any payment under or with respect to the Notes or any Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to pay Additional Amounts with respect to such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will furnish such other information necessary to enable the Paying Agent to pay such Additional Amounts to Holders on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such an Officers’ Certificate, the Trustee may assume without inquiry (and with no liability) that no such Additional Amounts are payable. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of any taxes or the amount of any Additional Amount is owed, or with respect to the method employed in such calculation of any Additional Amounts.

Wherever in the Indenture, the Notes or any Guarantee there are references in any context, to:

(1) the payment of principal,

(2) interest, or

(3) any other amount payable on or with respect to the Notes or any Guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, issuance, transfer and similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of any Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes or any Guarantee, or the enforcement of the Notes, any Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes, limited, solely in the case of Taxes attributable to the receipt of any payments with respect to the Notes or any Guarantee, to any Taxes imposed in a Relevant Taxing Jurisdiction that are not excluded under clause (a) through (c), or (e) through (j), or any combination thereof.

The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is incorporated, organized, or otherwise considered to be a resident or engaged in business for tax purposes, any jurisdiction from or through which payment on the Notes or any Guarantee thereof is made, or any political subdivision or taxing authority or agency thereof or therein having the power to tax.”

Section 2.06. No Sinking Fund.

Article 12 of the Base Indenture shall not apply to the Notes.

Section 2.07. No Conversion Features.

No conversion features shall apply to the Notes.

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Section 2.08. Method of Payment.

Solely for purposes of the Notes, Section 3.7 of the Base Indenture is hereby amended by inserting at the end of the second to last paragraph thereto the following:

“The payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.”

Section 2.09. Transfer and Exchange.

Solely for purposes of the Notes, Section 3.5 of the Base Indenture is hereby amended by inserting at the end of the last paragraph thereto the following “or (iii) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date.”

ARTICLE THREE

GUARANTEE

Section 3.01. Guarantees.

(a) Each Guarantor, by its execution of this Supplemental Indenture, hereby agrees with each Holder of a Note authenticated and delivered by the Trustee and with the Trustee for itself and on behalf of each such Holder, to be unconditionally bound by the terms and provisions of its Guarantee set forth below and authorizes the Trustee to confirm such Guarantee to the Holder of each such Note of the Issuer, with such Guarantee endorsed thereon, by its authentication, execution and delivery of each such Note by the Trustee. The execution by each Guarantor of this Supplemental Indenture will evidence its Guarantee of the Notes as set forth below, and no endorsement shall be required to appear on any Note.

GUARANTEE OF

[GUARANTOR]

For value received, [GUARANTOR], (the “Guarantor”), hereby fully, irrevocably and unconditionally guarantees to the Holder of the Notes and to the Trustee for itself and on behalf of each such Holder the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture, and all other amounts owed under the Indenture, all in accordance with and subject to the terms and limitations of the Notes and Article 14 of the Base Indenture. In case of the failure of PERRIGO FINANCE UNLIMITED COMPANY, a public unlimited company duly organized under the laws of Ireland (herein called the “Issuer,” which term includes any successor Person under such Indenture), to promptly make any such payment of principal (and premium, if any) or interest, or any other payments owed under the Indenture, the Guarantor hereby agrees to cause any such payment of principal (and premium, if any) or interest, and all other amounts owed under the Indenture, to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer, subject to the terms and limitations of Article 14 of the Base Indenture.

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The Guarantor hereby agrees that its obligations under its Guarantee and the Indenture shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of the Notes or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of a Note or the Trustee for such Notes or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Note, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article 5 of the Base Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to the Notes or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under the Notes and all demands whatsoever, and covenants that the Guarantee of the Guarantor will not be discharged, except, by payment in full of the principal of (and premium, if any, on) and interest on the Notes, or as otherwise set forth in this Indenture; provided, that if any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantor any amount paid either to the Trustee or such Holder, its Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

The Guarantor shall be subrogated to all rights of the Holder of the Notes and the Trustee for the Notes against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of (and premium, if any, on) and interest on all Notes of the same series issued under the Indenture shall have been paid in full.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

(b) Notwithstanding Section 2.1, Section 2.4(a), Section 3.3, Section 14.2 and any other provisions of the Base Indenture, and solely for purposes of the Notes, the Guarantors, the Issuer and the Trustee hereby agree that notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes, (i) the Guarantee of the Guarantors shall remain in full force and effect and (ii) all references in the Base Indenture to any Guarantee endorsed on the Notes shall be deemed to refer to the Guarantee of each of the Guarantors contained in this Section 3.01.

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(c) The Notes will be guaranteed by any of the Parent Guarantor’s subsidiaries that provide guarantees under the Senior Secured Credit Facilities, which include the Parent Guarantor’s direct and indirect wholly-owned subsidiaries organized in the United States, Ireland, Belgium and England and Wales.

Section 3.02. Release of Guarantees.

A Guarantor will be automatically released from its obligations under its Guarantee, and the Guarantee of each Guarantor shall be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon:

(1) the event of the liquidation or dissolution of such Guarantor;

(2) the substantially simultaneous release, discharge or termination of the guarantee by such Guarantor of all Debt Facilities (including, for the avoidance of doubt, any release, discharge or termination that would be conditioned only on the release, discharge or termination of such Guarantee or of the guarantee of all Debt Facilities, but excluding a release, discharge or termination by or as a result of payment under such guarantee);

(3) the exercise of the Legal Defeasance or Covenant Defeasance as described in Article 7 hereof and Article 13 of the Base Indenture or if the obligations under this Indenture are discharged pursuant to Article 4 of the Base Indenture; or

(4) in the case of any Subsidiary that becomes a Guarantor pursuant to clause Section 6.06(b) in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor.

ARTICLE FOUR

REDEMPTION

Section 4.01. Optional Redemption.

(a) The Issuer may elect to redeem the Notes pursuant to paragraph 6 of the Notes.

(b) Notice of any redemption of the Notes will be mailed (or, to the extent permitted or required by applicable procedures or regulations of DTC, sent electronically) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Unless the Issuer Defaults in payment of the Redemption Price, on and after the Redemption Date, or conditions precedent to redemption have not been satisfied, interest will cease to accrue on the Notes or portions thereof called for redemption.

(c) Solely for purposes of the Notes, Section 11.2 of the Base Indenture is hereby replaced in its entirety as follows:

“The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of the Securities of any series, the Issuer shall furnish to the Trustee, at least two Business Days prior to the day the notice of redemption is to be issued (unless a shorter notice shall be satisfactory to the Trustee), an Officers’ Certificate stating (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities to be redeemed and (iv) the Redemption Price (or manner of calculation if not then known). If the Redemption Price is not known at the time such notice is to be given, the actual Redemption Price calculated as described in the terms of the Securities will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date.”

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(d) Solely for the purposes of the Notes, the final paragraph of Section 11.4 of the Base Indenture is hereby replaced in its entirety as follows:

“Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request and provision of such request together with the notice of redemption to be delivered at least two Business Days prior to the notice being sent by the Trustee (unless a shorter notice shall be satisfactory to the Trustee), by the Trustee in the name and at the expense of the Issuer. If any such condition precedent has not been satisfied, the Company will provide notice to the Trustee not less than two Business Days prior to the Redemption Date that such condition precedent has not been satisfied, the notice of redemption is rescinded and the redemption subject to the satisfaction of such condition precedent shall not occur. If requested by the Issuer, upon receipt of the rescission notice, the Trustee shall promptly send a copy of such notice to the Holders of the Securities in the same manner in which the notice of redemption was given if such notice was delivered by the Trustee.”

(e) Notwithstanding anything to the contrary in clause (f) of the second paragraph of Section 11.4 and the last paragraph of Section 11.4 of the Base Indenture, the Issuer shall not be permitted to undertake an optional redemption of the Notes of any series except as set forth in paragraph 6 of the Notes and as set forth in Section 4.02 hereof.

Section 4.02. Redemption for Taxation Reasons.

Section 11.8 of the Base Indenture shall apply to the Notes. Solely for purposes of the Notes, Section 11.8 of the Base Indenture is hereby replaced in its entirety as follows:

“The Issuer may redeem the notes in whole, but not in part, at its discretion at any time upon giving not less than 15 days nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if as a result of:

(1) any change in, or amendment to, any law, treaty, regulations or rulings of a Relevant Taxing Jurisdiction affecting taxation; or

(2) any change in, or amendment to, the application, administration or interpretation of such laws, treaties, regulations or rulings of a Relevant Taxing Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

the Issuer, with respect to the Notes, or the Guarantors, with respect to their Guarantees, as the case may be, has become, is, or on the next Interest Payment Date in respect of the Notes would be, required to pay Additional Amounts.”

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Any Change in Tax Law must become effective on or after the Issue Date (or if the Relevant Taxing Jurisdiction first became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). In the case of a successor of the Issuer that is not incorporated, organized, otherwise tax resident or engaged in business for tax purposes, in the same jurisdiction as the Issuer or a successor of a Guarantor that is not incorporated, organized, otherwise tax resident or engaged in business for tax purposes, in the same jurisdiction as such Guarantor, the Change in Tax Law must become effective, in the case of a successor of the Issuer, after the date that such successor entity first succeeded to the obligations of the Issuer or, in the case of a successor of a Guarantor, after the date on which such successor Guarantor first makes payments on the Notes. The Issuer will provide notice of such redemption as required under Section 11.4 of the Base Indenture. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if payment in respect of the Notes or any Guarantee, as applicable, were then due and (b) unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the sending or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption, and (b) an opinion of an independent tax counsel of recognized standing in the Relevant Tax Jurisdiction to the effect that an Issuer or the Parent has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to conclusively rely on such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent described above, in which event such redemption will be conclusive and binding on the Holders. The trustee will not be responsible or liable for monitoring, determining or confirming whether a Change in Tax Law has occurred.

Section 4.03. Selection and Notice of Redemption.

Section 11.3 of the Base Indenture shall apply to the Notes. Solely for purposes of the Notes, the first paragraph of Section 11.3 of the Base Indenture is hereby replaced in its entirety as follows:

“If less than all the Notes are to be redeemed, and the Notes are global Notes, they will be selected for redemption in accordance with Applicable Procedures. If the Notes are not global Notes, the particular Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate.”

Any redemption or notice may, at the Issuer’s option, be subject to the satisfaction of one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the applicable notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuer will provide written notice to the trustee prior to the close of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the trustee) if any such redemption has been rescinded or delayed, and upon receipt the trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given.

The Issuer may provide in any notice that payment of the Redemption Price and accrued and unpaid interest, if any, and the performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

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ARTICLE FIVE

EVENTS OF DEFAULT

Section 5.01. Events of Default.

Solely for purposes of the Notes, Section 5.1 of the Base Indenture is hereby amended by deleting clause (f) of Section 5.1 and inserting new clauses (f) and (g) as follows:

(1) Default in the payment of the purchase price of any Notes the Issuer is required to purchase pursuant to Section 6.03 of the Supplemental Indenture; and

(2) the Guarantees of the Notes are held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any responsible Officer acting on behalf of a Guarantor, denies or disaffirms its obligations under its Guarantee of the Notes.

Section 5.02. Notice of Defaults.

Solely for purposes of the Notes, Section 6.2 of the Base Indenture is hereby amended by replacing the first sentence before the proviso thereto in its entirety with the following: “Within 90 days of a Responsible Officer of the Trustee obtaining actual knowledge of the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail (or electronically, in the case of global notes, subject to applicable procedures of DTC) to all Holders of Securities of such series, notice of such Default hereunder actually known to a Responsible Officer of the Trustee, unless such Default shall have been cured or waived;”

Section 5.03. Acceleration of Maturity.

Solely for purposes of the Notes, Section 5.2 of the Base Indenture is hereby amended by adding the following proviso to the end of the first paragraph: “provided that no such declaration may be made with respect to any action taken, and reported publicly or to Holders, more than two years prior to such declaration.”

Section 5.04. Limitation on Suits.

Solely for purposes of the Notes, Section 5.7(c) of the Base Indenture is hereby amended by (x) adding the words “in its discretion” before “against”, (y) adding the words “fees, losses, claims” before “expenses” and adding the words “(including but not limited to reasonable attorneys’ fees and expense)” after “expenses” and (z) replacing the words “to be incurred” with “that may be incurred.”

Section 5.05. Statements as to Compliance.

Solely for purposes of the Notes, Section 10.5(a) of the Base Indenture is hereby amended to remove the words “and, if required by the Trust Indenture Act.”

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Section 5.06. Net Short Holders.

(a) Any notice of Default, notice of a continuing Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of a continuing Event of Default, notice of acceleration or take any other action relating to a Default or Event of Default other than a payment Default or a bankruptcy or insolvency Default as described in Section 5.1(e) of the Base Indenture (a “Noteholder Direction”) provided by any one or more Holders of the Notes to the Trustee by any one or more Holders of the Notes (other than a Regulated Bank) (each, a “Directing Holder”) must be accompanied by a written representation from each such Directing Holder delivered to the Issuer and the Trustee that such Directing Holder is not (or, in the case such Directing Holder is DTC or its nominee, that such Directing Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default or notice of a continuing Event of Default shall be deemed a continuing representation until the resulting Default or Event of Default is cured or otherwise ceases to exist or the Notes are accelerated.

(b) In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuer or to obtain this information for the Issuer.

(c) In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owners of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If the Holder of the applicable Note is a Clearing System or its nominee, any Position Representation required hereunder shall be provided by the Clearing System or its nominee or by the beneficial owner of an interest in such global notes after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee. Notwithstanding anything to the contrary in this section, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with this section. In addition, for the avoidance of doubt, this section shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the requirements of this section shall only apply to Noteholder Directions as defined herein and do not apply to any other directions given by Holders to the Trustee under this Indenture.

(d) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee an Officers’ Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive.

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(e) With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this section. Each Noteholder and subsequent purchaser of the Notes waives any and all claims, in law and/ or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this section. In connection with the requisite percentages required under this Indenture, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer hereby confirms that any and all other actions that the Trustee takes or omits to take under this section and all fees, costs expenses, losses, claims, liabilities, and damages of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuer’s indemnifications under this Indenture.

(f) For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder of Notes or any other Person in acting in good faith on a Noteholder Direction.

ARTICLE SIX

COVENANTS

Section 6.01. Limitation upon Liens.

(a) Solely for purposes of the Notes, the first sentence of Section 10.6 of the Base Indenture is hereby amended by replacing the phrase “create, incur, issue or assume” with the phrase “create, incur, issue, assume or guarantee.”

(b) Solely for purposes of the Notes, Section 10.6(a) of the Base Indenture is hereby amended by replacing the phrase “date of the Indenture” with the phrase “Issue Date.”

(c) Solely for purposes of the Notes, Section 10.6(c) of the Base Indenture is hereby amended by inserting the words “the Issuer,” immediately before the first reference to “Parent” appearing in such subsection.

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(d) Solely for purposes of the Notes, (x) Section 10.6(g) of the Base Indenture is hereby amended by replacing the word “and” with the word “or” immediately before subsection (ii) and (y) Section 10.6(g) of the Base Indenture is hereby amended by replacing subsection (ii) thereof in its entirety with the following: “the failure to make payment pending such contest could not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations, affairs, financial condition, assets or properties of Parent and its Subsidiaries taken as a whole (such, a “Material Adverse Effect”)”.

(e) Solely for purposes of the Notes, Section 10.6(k) of the Base Indenture is hereby amended by replacing the phrase “the greater of $75,000,000 and 3% of Consolidated Net Tangible Assets” with the phrase “the greater of $93,750,000 and 15% of LTM EBITDA (as defined in the Senior Secured Credit Agreement)”.

(f) Solely for purposes of the Notes, (x) Section 10.6(o) of the Base Indenture is hereby amended to add the word “or” at the end of such section, and (y) Section 10.6 of the Base Indenture is hereby amended by adding a new clause (p) immediately following Section 10.6(o) which shall be set forth as follows: “(p) Liens securing any Debt under the Debt Facilities in an aggregate principal amount not to exceed the sum of (i) $2,400 million plus (ii) the Incremental Amount (as defined in the Senior Secured Credit Agreement)”.

Section 6.02. Limitations on Activities of the Issuer.

So long as any of the Notes remain outstanding, the Issuer shall not engage in any business or activity other than:

(a) the establishment and maintenance of its legal existence, including the incurrence of fees, costs and expenses relating to such establishment and maintenance;

(b) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent Guarantor;

(c) incurring fees, costs and expenses relating to organization overhead including professional fees for legal, tax and accounting issues and paying taxes;

(d) the execution and delivery of the Indenture and the performance of its obligations thereunder and the issuance of the Notes and any additional debt securities under the Indenture;

(e) taking all actions, including executing and delivering any related agreements in connection with Debt existing on the Issue Date or the incurrence of other indebtedness not prohibited by any Debt outstanding from time to time, or in connection with any other financing transactions;

(f) providing indemnification to officers and directors;

(g) the making of intercompany loans, distributions of cash, cash equivalents or Equity Interests and/or any transactions consummated substantially contemporaneously with and in connection with any financing transactions;

(h) financing the business and operations of the Parent or any of its affiliates, including the incurrence and repayment of indebtedness or other obligations, the making of loans or other investments and the payment of dividends or other distributions, and

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(i) activities necessary or advisable for or incidental, related, complementary, similar, supplemental or ancillary to the businesses or activities described in any of the foregoing clauses (a) through (h).

Section 6.03. Offer to Purchase Notes Upon Change of Control Triggering Event.

(a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer shall have exercised its option to redeem the Notes pursuant to Article 4, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes as to which the Change of Control Triggering Event has occurred to repurchase all of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”).

(b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations, sent electronically) to Holders of the Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the Notes on or prior to the Change of Control Payment Date.

(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the Notes pursuant to the Control Payment Offer have been met.

(d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn under its offer.

(e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict.

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(f) For purposes of this Section 6.03, the following definitions shall apply:

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee) or other Voting Stock into which the Voting Stock of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee) is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee) and the assets of the Subsidiaries of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee), taken as a whole, to one or more Persons, other than the Parent Guarantor or a Subsidiary of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee). Notwithstanding the foregoing, a transaction referenced in clause (1) of this definition will not be deemed to be a Change of Control if (i) the Parent Guarantor becomes a direct or indirect Wholly-Owned Subsidiary of a holding company and (ii) the direct or indirect Holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the Holders of the Parent Guarantor’s Voting Stock immediately prior to that transaction. Notwithstanding the foregoing, a transaction referenced in clause (2) of this definition will not be deemed a Change of Control if (i) the Parent Guarantor becomes a direct or indirect Wholly-Owned Subsidiary of a holding company, (ii) the transferee of all or substantially all of the Parent Guarantor’s assets and the assets of the Parent Guarantor’s Subsidiaries, taken as a whole, is also a direct or indirect Wholly-Owned Subsidiary of such holding company (such transferee, the Parent Guarantor’s “Affiliate Transferee”), (iii) such holding company provides a full and unconditional guarantee of the Notes (whereupon such holding company shall be substituted as “the Parent Guarantor” for the purposes of the Notes and Indenture (without the release of the guarantee of the entity formerly considered to be the “Parent”)) and (iv) the direct or indirect Holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the Holders of the Parent Guarantor’s Voting Stock immediately prior to that transaction.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Event.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its ratings agency business.

“Rating Agencies” means (1) each of Moody’s and S&P, and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer (as certified by a resolution of the Issuer’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

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“Rating Category” means (i) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency.

“Ratings Event” means a decrease in the rating of the Notes by each Rating Agency by one or more gradations (including gradations within Rating Categories as well as between Rating Categories) on any date within the 60-day period following the earliest of (x) a Change of Control, (y) the date of the public notice of an arrangement or agreement that would result in a Change of Control or (z) the date public notice of the intention to effect an arrangement or agreement that would result in a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies) that would result in the rating of the Notes by each Rating Agency being lower than both (i) the rating of the Notes in effect on the Issue Date and (ii) the rating of the Notes immediately preceding the first public notice of an arrangement or agreement that would result in the applicable Change of Control; provided that a Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed a Ratings Event for purposes of the definition of “Change of Control Triggering Event” if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform us in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Ratings Event). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and—for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB-to B+, will constitute a decrease of one gradation).

“S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and any successor to its ratings agency business

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the Board of Directors of such person.

In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer purchase all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a Redemption Price equal to the change of control payment plus, to the extent not included in the change of control payment, accrued and unpaid interest, if any, thereon, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

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Section 6.04. Consolidation and Mergers and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.

(a) Solely for purposes of the Notes, Section 8.1(a) and (b) of the Base Indenture are hereby amended and restated as follows:

(1) Notwithstanding anything contained herein or in any of the Notes, the Issuer may consolidate with or merge with or into or amalgamate, convert or liquidate into any other corporation, limited liability company, limited partnership or other legal entity and the Issuer may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Issuer shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Issuer’s obligations under this Indenture and the Notes.

(2) Notwithstanding anything contained herein or in any of the Notes, the Guarantors may consolidate with or merge with or into or amalgamate, convert or liquidate into any other corporation, limited liability company, limited partnership or other legal entity and the Guarantors may sell, lease or convey all or substantially all of their respective assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either such Guarantor shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of such Guarantors’ obligations under this Indenture, the Notes and the Guarantees.

(b) Solely for purposes of the Notes, Section 8.3 of the Base Indenture is hereby amended to delete the last sentence thereof.

Section 6.05. Limitation upon Sale and Lease-Back Transactions.

Solely for purposes of the Notes, Section 10.7 of the Base Indenture is hereby amended by replacing the lead-in language to the first paragraph of such Section 10.7 with the following language:

The Parent will not itself, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless, either:

Section 6.06. Future Guarantees.

If, after the Issue Date, (a) any Subsidiary that is not a Guarantor guarantees the Senior Secured Credit Facilities or any other Debt Facility with an aggregate principal amount or committed amount of $100,000,000 or more or (b) the Issuer otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Subsidiary to execute and deliver to the Trustee (in the case of clause (a), by a date that is 60 days after becoming a guarantor under the Senior Secured Credit Facilities, or in the case of clause (b), at the Issuer’s option) a supplemental indenture pursuant to which such Subsidiary shall guarantee the Issuer’s obligations under the Notes and this Indenture on the same terms as the Guarantees issued by the Guarantors on the Issue Date.

Section 6.07. Reports.

(a) So long as any Notes are outstanding, whether or not Parent is required to file such information with the SEC, Parent will furnish to the Trustee (and the Holders and beneficial owners of the Notes) to the extent not otherwise available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor thereto) as promptly as is reasonably practicable after such information has been filed and no later than 15 days after Parent would be required to file such reports (including all applicable extension periods), unless the SEC would not accept such a filing:

(i) quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Parent’s certified independent accountants; and

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(ii) all current reports that would be required to be filed (as opposed to furnished) with the SEC on Form 8-K if Parent were required to file such reports.

provided that the availability of the foregoing reports on the SEC’s EDGAR service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to any Holder of Notes.

(b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if Parent is not required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included or incorporated by reference in this prospectus supplement pursuant to which the Notes were offered and sold. The Issuer will comply with §314(a) of the Trust Indenture Act.

(c) If the SEC will not accept Parent’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website, on IntraLinks or any comparable online system or website that may require a confidentiality acknowledgment, in each case within 15 days of the date on which such filing would have been required to be filed with the SEC if the Parent were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (including all applicable extension periods).

(d) Notwithstanding the foregoing, in the event that Parent is not subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (a) Parent shall be deemed to have satisfied any obligation to provide financial information concerning the Subsidiary Guarantors in any such supplementary and periodic information, documents and reports by providing summary financial information concerning the Guarantors and the subsidiaries of the Parent that do not guarantee the Notes; and (b) such requirements shall be deemed satisfied for any particular period or report by posting reports on the Parent’s website, by filing such reports with the SEC (if the SEC will accept such a filing) or by posting such information on IntraLinks or other similar platform.

(e) Parent may satisfy its obligations in this Section 6.07 with respect to financial information relating to Parent by furnishing financial information relating to its direct or indirect parent, if any, consistent with this covenant. If the direct or indirect parent, if any, has more than de minimis operations separate and apart from its ownership in Parent, then Parent will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent and its subsidiaries, on the one hand, and the information relating to Parent and its subsidiaries on a standalone basis, on the other hand.

(f) For so long as any Notes remain outstanding, if at any time Parent is not required to file with the SEC the reports required by the preceding paragraphs, the Issuer will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended.

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(g) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under the Indenture as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

(h) Notwithstanding anything herein to the contrary, the Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 5.1(c) of the Base Indenture until 120 days after the receipt of the written notice delivered thereunder.

ARTICLE SEVEN

DEFEASANCE

(a) Article 13 of the Base Indenture, relating to Legal Defeasance and Covenant Defeasance, shall apply to the Notes; provided, however, that for purposes of Section 13.3 of the Base Indenture as it applies to the Notes, the covenants set forth in Sections 6.02 and 6.03 hereof (and the related Events of Default) shall also be subject to covenant defeasance, as provided in the Base Indenture, in addition to the covenants specified in such Section 13.3, as modified by this Supplemental Indenture.

(b) Solely for purposes of the Notes, Section 13.3 of the Base Indenture is hereby amended by (1) replacing the phrase “the Issuer shall be released from its obligations” in the first sentence with the phrase “the Issuer and the Guarantors shall be released from their respective obligations” and (2) replacing the phrase “the Issuer may omit” in the second sentence with the phrase “the Issuer and the Guarantors may omit.”

(c) Solely for purposes of the Notes, Section 13.4(1) of the Base Indenture is hereby amended by replacing the phrase “The Issuer shall irrevocably” with the phrase “The Issuer or the Guarantors shall irrevocably.”

(d) Solely for purposes of the Notes, Section 13.4(1) of the Base Indenture is hereby amended by adding the phrase “a nationally recognized investment bank, or a nationally recognized appraisal or valuation firm” after “a nationally recognized firm of independent public accountants.”

(e) Solely for purposes of the Notes, Section 13.4(2) of the Base Indenture is hereby amended and restated in its entirety as follows:

In the event of an election under Section 13.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this instrument, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Securities.

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(f) Solely for purposes of the Notes, Section 13.4(3) of the Base Indenture is hereby amended and restated in its entirety as follows:

In the event of an election under Section 13.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities.

(g) Solely for purposes of the Notes, Section 13.5 of the Base Indenture is hereby amended by replacing the phrase “pay to the Issuer from time to time” in the third paragraph with the phrase “pay to the Issuer or the Parent, as applicable, from time to time.”

(h) Solely for purposes of the Notes, Section 13.6 of the Base Indenture is hereby amended by replacing the phrase “from which the Issuer has been discharged” with the phrase “from which the Issuer and the Guarantors have been discharged.”

ARTICLE EIGHT

SATISFACTION AND DISCHARGE

(a) Solely for purposes of the Notes, the first paragraph of Section 4.1 of the Base Indenture is hereby amended by replacing the phrase “this Indenture shall cease to be of further effect” with the phrase “this Indenture shall cease to be of further effect with respect to any series of Securities.”

(b) Solely for purposes of the Notes, Section 4.1(a)(i) of the Base Indenture is hereby amended by replacing the phrase “all Securities theretofore” with the phrase “all Securities of such series theretofore.”

(c) Solely for purposes of the Notes, Section 4.1(a)(ii) of the Base Indenture is hereby amended by replacing the phrase “all such Securities not theretofore” with the phrase “all Securities of such series not theretofore.”

(d) Solely for purposes of the Notes, Section 4.1(a)(ii)(3) of the Base Indenture is hereby amended by (i) replacing the phrase “and the Issuer, in the case of (1), (2) or (3) above” with the phrase “and the Issuer or the Parent, in the case of (1), (2) or (3) above,” and (ii) by adding the phrase “(accompanied by an opinion of a nationally recognized firm of independent public accountants if U.S. Government Obligations are delivered)” after the second occurrence and the word “sufficient” therein.

(e) Solely for purposes of the Notes, Section 4.1(c) of the Base Indenture is hereby amended by replacing the phrase “discharge of this Indenture” with the phrase “discharge of this Indenture as to such series of Securities.”

(f) Solely for purposes of the Notes, the last paragraph of Section 4.1 of the Base Indenture is hereby amended by replacing the phrase “discharge of this Indenture” with the phrase “discharge of this Indenture with respect to any series of Securities.”

(g) Upon any redemption that requires the payment of the Applicable Premium (including, without limitation, in connection with the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 7), the amount deposited with the Trustee shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least one Business Day prior to the Redemption Date with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

(a) Solely for purposes of the Notes, Section 9.1 of the Base Indenture is hereby amended by inserting a new clause (p) as follows:

(p) to evidence a successor to the Issuer or any Guarantor, and with the execution of any supplemental indenture to evidence a successor to the Issuer, the Issuer shall cause notice to be given promptly to the Holders.

(b) Solely for purposes of the Notes, Section 9.2 of the Base Indenture is hereby amended by deleting clauses (a), (b), (c) and (d) of Section 9.2 and inserting new clauses (a), (b), (c), (d), (e), (f), (g) and (h) of Section 9.2 as follows:

(a) change the Stated Maturity of the principal of, or any installment of interest on or any Additional Amounts payable with respect to the Notes;

(b) reduce the principal amount of, or interest on or any Additional Amounts payable with respect to the Notes, reduce the amount of principal which could be declared due and payable prior to the Stated Maturity or reduce the premium payable upon the redemption thereof;

(c) impair the right to enforce any payment on or after the Stated Maturity or Redemption Date;

(d) change the place or currency of any payment of principal of, premium or interest on, or any Additional Amounts payable with respect to the Notes;

(e) modify in a manner adverse in any material respect to the Holder of the outstanding Notes the terms and conditions of the Guarantors under its Guarantees with respect to the Notes or this Indenture;

(f) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required to modify or amend this Indenture;

(g) reduce the percentage of outstanding Notes necessary to waive any past Default to less than a majority; or

(h) modify the provisions in this Indenture relating to adding provisions or changing or eliminating provisions of this Indenture or modifying rights of Holders of Notes to waive compliance with any term of this Indenture.

ARTICLE TEN

PROVISION OF INFORMATION

By acceptance of any Note issued hereunder, unless otherwise prohibited by law, each Holder is deemed to agree to provide to the Issuer, upon request, any correct, complete and accurate forms, certification or information that may be required in order for the Issuer to comply with FATCA, CRS and DAC II.

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ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01. Application of Supplemental Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and shall continue in full force and effect in accordance with its terms, provisions, and conditions thereof including, without limitation, any and all rights, privileges, protections, limitations of liability, immunities and indemnities of the Trustee thereunder. This Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 11.02. Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

Section 11.03. Conflict with Base Indenture. To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Supplemental Indenture shall control.

Section 11.04. Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER, THE PARENT GUARANTOR, THE TRUSTEE AND EACH HOLDER OF ANY NOTE BY ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY AND HEREBY.

Section 11.05. Successors and Assigns. All agreements of the Issuer in the Base Indenture, this Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its successors and assigns. All agreements of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors and assigns.

Section 11.06. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes. This Supplemental Indenture (and any document delivered in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

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Section 11.07. Trustee Disclaimer. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and the Notes and the Guarantee other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuer and not the Trustee and the Trustee assumes no responsibility for the same. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof. Neither the Trustee nor any Paying Agent shall be responsible for monitoring the rating status of the Issuer or the Parent Guarantor, making any request upon any Rating Agency, or determining whether any Rating Event has occurred.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.

[Signature Page to Supplemental Indenture No. 6]

[Signature Page to Supplemental Indenture No. 6]

[Signature Page to Supplemental Indenture No. 6]

[Signature Page to Supplemental Indenture No. 6]

Exhibit A

Form of Global Note representing the 2032 Notes

EXHIBIT A

Form of Global Note representing the 2032 Notes

FACE OF NOTE

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1

CUSIP: 71429M AD7

ISIN: US71429MAD74

GLOBAL NOTE

6.125% Senior Notes due 2032

PERRIGO FINANCE UNLIMITED COMPANY promises to pay to CEDE & CO. or registered assigns the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto on September 30, 2032.

Interest Payment Dates: March 30 and September 30, commencing March 30, 2025

Record Dates: March 15 and September 15

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

A-3

A-4

A-5

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture:

Dated: September 17, 2024

A-6

[Reverse Side of Note]

6.125% Senior Notes due 2032

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Perrigo Finance Unlimited Company, a public unlimited company organized under the law of Ireland (the “Issuer”), promises to pay interest on the principal amount of this Note at 6.125% per annum from and including September 17, 2024, until but excluding maturity. The Issuer shall pay interest semi-annually in arrears on March 30 and September 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of original issuance; provided that the first Interest Payment Date shall be March 30, 2025. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on March 15 and September 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 3.7 of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on, and Additional Amounts, if any, payable with respect to, the Notes shall be payable at the office or agency of the Issuer maintained for such purpose; provided that, at the option of the Issuer, interest on the Notes may be paid by mailing checks for such interest to or upon the written order of the Holders thereof at their last address as they shall appear on the Security Register or by wire transfer or other electronic means to Holders of $1,000,000 or more in aggregate principal amount of Securities having wire transfer addresses within the continental United States; provided, further, that payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND SECURITY REGISTRAR. Initially, Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., the Trustee under the Indenture, shall act as Paying Agent and Security Registrar. Neither the Trustee nor any Paying Agent shall be responsible or liable for monitoring the Issuer’s rating status, making any request upon any Rating Agency, or determining or confirming whether any Ratings Event or Change of Control Triggering Event has occurred. The Trustee assumes no responsibility and will have no liability for the accuracy, correctness, adequacy or completeness of the information concerning the Issuer or its Affiliates or any other party contained in this document or the related documents or for any failure by the Issuer or any other party to disclose events that may have occurred and may affect the significance, correctness, adequacy, completeness or accuracy of such information. The Issuer may change any Paying Agent or Security Registrar without notice to the Holders. The Issuer or any Wholly-Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent or Security Registrar.

A-7

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of December 2, 2014 (the “Base Indenture”), among the Issuer, Perrigo Company Plc (the “Parent Guarantor”) and the Trustee, as supplemented by Supplemental Indenture No. 6 dated as of September 17, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Note is one of the duly authorized and issued Notes of the Issuer designated as its 6.125% Senior Notes due 2032. The Issuer shall be entitled to issue Additional Notes pursuant to Article 3 of the Base Indenture and Section 2.01 of the Supplemental Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities under the Indenture; provided, that if such Additional Notes are not fungible with the other Notes for U.S. federal income tax purposes, the Additional Notes will be issued under a separate CUSIP number. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. REDEMPTION AND REPURCHASE. The Notes are subject to optional redemption and tax redemption, as further described in the Indenture and as set forth in Paragraph 6 of this Note.

6. OPTIONAL REDEMPTION.

At any time prior to September 30, 2027, the Issuer may redeem the Notes in whole at any time, or in part from time to time, at its option, upon notice as described in Section 4.03 at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

On and after September 30, 2027, the Issuer may redeem the Notes in whole at any time, or in part from time to time, at its option, upon notice as described in Section 4.03 at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to but not including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on the September 30 of each of the years indicated below:

In addition, prior to September 30, 2027, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes at a Redemption Price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but not including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with an amount equal to the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; and provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

A-8

7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note to be redeemed in part. Pursuant to Section 2.3 of the Base Indenture, and except as provided in Section 3.5 of the Base Indenture (as amended by 2.03(g) of the Supplemental Indenture), this Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon, and the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of Additional Notes.

8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

9. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.

10. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 5.1 of the Base Indenture, as amended by Section 5.01 of the Supplemental Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

11. GUARANTEE. Payment of principal of, premium, if any, and interest on, and Additional Amounts, if any, payable with respect to, this Note is fully, irrevocably and unconditionally guaranteed by Perrigo Company plc, a public limited company organized under the law of Ireland, and each of the other Guarantors, as set forth in the Indenture.

12. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

13. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

14. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

PERRIGO FINANCE UNLIMITED COMPANY

c/o PERRIGO COMPANY PLC

The Sharp Building

Hogan Place

Dublin 2, Ireland

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(Insert assignee’s Soc. Sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 6.03 of the Supplemental Indenture, check the appropriate box below:

[ ] Section 6.03

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 6.03 of the Supplemental Indenture, state the amount you elect to have purchased:

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $[    ]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

A-12

Exhibit 4.3

Execution Version

PERRIGO FINANCE UNLIMITED COMPANY,

as the Issuer,

PERRIGO COMPANY PLC,

as the Parent Guarantor,

EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO,

COMPUTERSHARE TRUST COMPANY, N.A.,

as the Trustee,

ELAVON FINANCIAL SERVICES DAC

as the Paying Agent,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Registrar and Transfer Agent

SUPPLEMENTAL INDENTURE NO. 7

DATED AS OF SEPTEMBER 17, 2024

TO INDENTURE

DATED AS OF DECEMBER 2, 2014

relating to

€350,000,000 5.375% Senior Notes due 2032

SUPPLEMENTAL INDENTURE NO. 7

SUPPLEMENTAL INDENTURE NO. 7, dated as of September 17, 2024 (this “Supplemental Indenture”), among Perrigo Finance Unlimited Company, a public unlimited company organized under the laws of Ireland (the “Issuer”), Perrigo Company plc, a public limited company organized under the laws of Ireland (the “Parent” or “Parent Guarantor”), the other guarantors party hereto (together with the Parent Guarantor, the “Guarantors”), Computershare Trust Company, N.A., as trustee (the “Trustee”), Elavon Financial Services DAC, as paying agent (the “Paying Agent”) and U.S. Bank Trust Company, National Association, as registrar and transfer agent (together in such capacities, the “Registrar”), to the Base Indenture (as defined below).

RECITALS

WHEREAS, the Issuer and the Parent Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of December 2, 2014 (as amended, the “Base Indenture”), among the Issuer, the Parent Guarantor and the Trustee, as successor to Wells Fargo Bank, National Association, providing for the issuance, from time to time, of one or more series of the Issuer’s Securities by the Issuer, to be issued in one or more series as therein provided, and the related Guarantee (defined below) of such Securities by the Guarantors;

WHEREAS, pursuant to the terms of the Base Indenture, the Issuer desires to provide for the establishment of a series of Securities to be known as its 5.375% Senior Notes due 2032 (the “Notes”), and the Guarantors desire to deliver their Guarantees as set forth herein, the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture (together, the “Indenture”);

WHEREAS, the Notes initially will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis (the “Guarantees”) by each of the Guarantors; and

WHEREAS, the Issuer and the Guarantors have requested that the Trustee, Paying Agent and Registrar execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a legal, valid and binding instrument in accordance with its terms, to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee, the legal, valid and binding obligations of the Issuer, and to make the Guarantees included herein, the legal, valid and binding obligation of each of the Guarantors, and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.

Section 1.02. References in this Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this Supplemental Indenture, unless otherwise specified.

Section 1.03. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

“Additional Notes” means any additional Notes that may be issued from time to time pursuant to Section 2.01(b).

“Applicable Premium” means, with respect to any note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the sum of the present value at such Redemption Date of (i) the Redemption Price of such Note at September 30, 2027 (such Redemption Price being set forth in the table appearing in paragraph 6 of the Note), plus (ii) all required interest payments due on such note through September 30, 2027 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Comparable Government Bond Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note; plus, in either case, accrued and unpaid interest thereon to the Redemption Date.

Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee and the Trustee will not be responsible or liable for confirming or verifying the calculation.

“Approved Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

“Affiliate Transferee” has the meaning provided in Section 6.03(f).

“Base Indenture” has the meaning provided in the recitals.

“Change in Tax Law” has the meaning provided in Section 11.8 of the Base Indenture, as amended in Section 4.02.

“Change of Control” has the meaning provided in Section 6.03(f).

“Change of Control Offer” has the meaning provided in Section 6.03(a).

“Change of Control Payment” has the meaning provided in Section 6.03(a).

“Change of Control Payment Date” has the meaning provided in Section 6.03(b).

“Change of Control Triggering Event” has the meaning provided in Section 6.03(f).

“Code” means the Internal Revenue Code of 1986, as amended.

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“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German government bond whose maturity is closest to September 17, 2024, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.

“Corporate Trust Office” means the designated corporate trust office of the Trustee at which at any particular time its corporate trust business relating to this Indenture shall be administered, which office at the date hereof is located at Computershare Trust Company, N.A., 1505 Energy Park Drive, St. Paul, MN 55108, Attn: Corporate Trust Services – Perrigo Company plc Administrator, or such other address as the Trustee may designate from time to time by written notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by written notice to the Holders and the Issuer).

“CRS” means the Standard for Automatic Exchange of Financial Account Information approved on July 15, 2014 by the Council of the Organisation for Economic Cooperation and Development, and any law or regulations made in respect of or in connection it, including Section 891F of the Taxes Consolidation Act 1997 of Ireland and any Irish law or regulation made pursuant to or in connection with that provision.

“DAC II” means Council Directive 2014/107/EU of December 9, 2014 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation, and any law or regulations made in respect of or in connection with it, including Section 891G of the Taxes Consolidation Act 1997 of Ireland and any Irish law or regulation made pursuant to or in connection with that provision.

“Debt Facilities” means one or more debt facilities (including, without limitation, the Senior Secured Credit Facilities), commercial paper facilities or indentures, in each case with banks, institutional or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or debt securities, in each case, as amended (including, without limitation, as to principal amount), restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original agents or lenders or parties and whether or not contemplated under the original agreement relating thereto).

“Depositary” has the meaning provided in Section 2.03.

“Derivative Instrument” means, with respect to a Person, any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank or Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance References”).

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“Disqualified Equity Interests” means any Equity Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the Holder of the Equity Interests), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the Holder of the Equity Interests, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided that any class of Equity Interests of such Person that, by its terms, requires such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests, and that is not convertible, puttable or exchangeable for cash, Disqualified Stock or Debt, will not be deemed to be Disqualified Equity Interests, so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests.

“Equity Interests” means the shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Equity Offering” means a sale, on or after the Closing Date, of Equity Interests (other than Disqualified Equity Interests) of the Issuer or contribution to the Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Equity Interests) of Parent.

“European Government Obligations” means (A) any security that is (1) a direct and uncondition-al obligation of the European Union, (2) backed by the European Union’s budgetary and cash resources and by the European Commission’s right to call for additional resources from member states, (3) a direct obligation of any member state of the European Union, for the payment of which the full-faith-and-credit of such country is pledged or (4) an obligation of a Person con-trolled or supervised by and acting as an agency or instrumentality of any such country, the pay-ment of which is unconditionally guaranteed as a full-faith-and-credit obligation by such country, which, in any case under the preceding clauses (1) through (4), is not callable or redeemable at the option of the issuer thereof and (B) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (A) above or in any specific principal or interest payments due in respect thereof.

“FATCA” means (a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in (a) above, including the Agreement to Improve Tax Compliance and Provide for Reporting and Exchange of Information concerning Tax Matters (United States of America) Order 2013 (S.I. No. 33 of 2013) of Ireland, section 891E of the Taxes Consolidation Act 1997 of Ireland and any Irish law or regulation made pursuant to or in connection with that provision.

“Guarantee” has the meaning set forth in the recitals.

“Indenture” has the meaning provided in the recitals.

“Interest Payment Date” has the meaning provided in Section 2.04.

“Issue Date” means September 17, 2024.

“Issuer” has the meaning provided in the preamble.

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“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Moody’s” has the meaning provided in Section 6.03(f).

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination.

“Notes” has the meaning provided in the recitals. For the avoidance of doubt, “Notes” shall include the Additional Notes, if any.

“Parent” or “Parent Guarantor” has the meaning provided in the preamble.

“Paying Agent” has the meaning provided in the preamble.

“Rating Agencies” has the meaning provided in Section 6.03(f).

“Rating Event” has the meaning provided in Section 6.03(f).

“Record Date” has the meaning provided in Section 2.04.

“Regulated Bank” means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“S&P” has the meaning provided in Section 6.03(f).

“Screened Affiliate” means any Affiliate of a Holder or, if the Holder is the common depositary on behalf of Euroclear and Clearstream or its nominee, (i) that makes investment decisions independently from such Holder or beneficial owner and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder or beneficial owner and any other Affiliate of such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holders or beneficial owners in connection with its investment in the Notes.

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“Senior Secured Credit Facilities” means the Credit Agreement entered into on April 20, 2022 and amended on December 15, 2023 (the “Senior Secured Credit Agreement”) among the Parent, Perrigo Investments, the other subsidiaries of the Parent named therein, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association as syndication agent and Morgan Stanley Senior Funding, Inc. BofA Securities, Inc. and HSBC Securities (USA) Inc. as co-documentation agents, as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified in whole or in part from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Supplemental Indenture” has the meaning provided in the preamble.

“Trustee” has the meaning provided in the preamble.

“Voting Stock” has the meaning provided in Section 6.03(f).

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.04. Solely for purposes of the Notes, the following definitions shall amend and restate in their entirety the definitions of such terms found in Section 1.1 of the Base Indenture:

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Issuer by the Chairman, the President, any Vice President, the Treasurer, an Assistant Treasurer, the General Counsel or the Secretary of the Issuer, or if the Issuer does not have such officers, a director of the Issuer or any Person servicing in a similar capacity for the Issuer, and delivered to the Trustee.

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“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, that are in effect from time to time, it being understood that, for purposes of this Indenture, all references to codified accounting standards specifically named in this Indenture shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP. At any time after the Issue Date, the Issuer may elect, for all purposes of this Indenture, to apply IFRS accounting principles (or any successor, replacement, amended or updated accounting principles to IFRS that are then in effect in the Issuer’s jurisdiction of organization) in lieu of GAAP, and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS as in effect from time to time (or such successor, replacement, amended or updated accounting principles) as previously calculated or determined in accordance with GAAP; provided that (1) from and after such election, all financial statements and reports required to be provided pursuant to this Indenture (and all financial statements and reports required to be filed with the Commission or that are otherwise provided to shareholders of the Parent Guarantor) shall be prepared on the basis of IFRS (or such successor, replacement, amended or updated accounting principles), (2) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed in conformity with IFRS (or such successor, replacement, amended or updated accounting principles) with retroactive effect being given thereto assuming that such election had been made on the Issue Date and (3) all accounting terms and references in this Indenture to accounting standards shall be deemed to be references to the most comparable terms or standards under IFRS (or such successor, replacement, amended or updated accounting principles). The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the Holders of the Notes promptly after having made such election (and in any event, within 15 days thereof).

“Restricted Subsidiary” means any Subsidiary of the Parent which owns or leases a Principal Property and which could secure the Notes with such Principal Property.

“Sale and Lease-Back Transactions” means any arrangement with any Person providing for the leasing by the Parent Guarantor or a Restricted Subsidiary of any Principal Property that the Parent Guarantor or such Restricted Subsidiary has sold or transferred or is about to sell or transfer to such Person; provided, however, that this definition does not include transactions between or among the Parent Guarantor and its Restricted Subsidiaries.

Section 1.05. Consent to Creation of Distributable Reserves.

(a) Solely for purposes of the Notes, Section 1.21 of the Base Indenture is hereby amended and restated in its entirety as follows:

Each Holder of a Note by its acceptance thereof irrevocably consents, to the fullest extent permitted by applicable law, to the creation of distributable reserves, from time to time, by reducing some or all of the share premium of the Parent Guarantor resulting from the issuance of ordinary shares of the Parent Guarantor or otherwise.

Section 1.06. Currency Indemnity.

For the avoidance of doubt, with respect to the Notes, each reference to “Securities” in Section 1.19 of the Base Indenture shall be deemed to include the Guarantees.

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Section 1.07. Submission to Jurisdiction.

The Issuer and the Guarantors each hereby agree to appoint Corporation Service Company, with an office at 19 West 44th Street, Suite 200, New York, New York 10036, United States of America, as its agent (or any successor thereto) for service of process in any suit, action or proceeding with respect to the Indenture, the Notes and the Guarantees and for actions brought under the United States federal or state securities laws brought in any United States federal or state court located in the Borough of Manhattan in the County and City of New York.

Section 1.08. Euro Notes.

Solely for purposes of the Notes:

(a) All references in the Base Indenture to “U.S. Government Obligations” shall be deemed to be references to “European Governmental Securities.”

(b) All references in the Base Indenture to “DTC” shall be deemed to be references to “the common depositary on behalf of Euroclear and Clearstream”

(c) All references in the Base Indenture to depositing cash shall be deemed to mean depositing cash in euro.

(d) All references to time zones shall be deemed to reference London time.

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ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.01. Designation and Principal Amount.

(a) The Notes are hereby authorized and are designated the 5.375% Senior Notes due 2032, unlimited in aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of €350,000,000, which amount shall be set forth in the written order of the Issuer for the authentication and delivery of the Notes pursuant to Sections 3.1 and 3.3 of the Base Indenture.

(b) In addition, without the consent of the Holders of the Notes, the Issuer may issue, from time to time, in accordance with the provisions of the Indenture, Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes in all respects (except for the issue date, issue price, and, if applicable, payment of interest accruing prior to the issue date of such Additional Notes and, if applicable, the first payment of any interest following the issue date of such Additional Notes). Any Additional Notes having such similar terms, together with the other Notes, shall constitute a single series of Notes under the Indenture; provided, that if such Additional Notes are not fungible with the other Notes for U.S. federal income tax purposes, the Additional Notes will be issued under a separate CUSIP, ISIN or Common Code number.

Section 2.02. Maturity.

Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable, together with any accrued interest thereon, on September 30, 2032.

Section 2.03. Form and Payment.

(a) The Notes shall be issued as global notes, in fully registered book-entry form without coupons in denominations of €100,000 and integral multiples of €1,000 in excess thereof.

(b) The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon, are to be substantially in the form of Exhibit A which form is hereby incorporated in and made a part of this Supplemental Indenture.

(c) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Issuer, the Guarantors, the Trustee, the Paying Agent and the Registrar, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

(d) Principal, premium, if any, and/or interest, if any, on the global notes representing the Notes shall be made to the common depositary on behalf of Euroclear and Clearstream, which shall act as a depositary for the global notes (together with any successor thereto, the “Depositary”).

(e) Elavon Financial Services DAC (or any successor thereto) will initially serve as Paying Agent for the Notes and U.S. Bank Trust Company, National Association (or any successor thereto) will initially serve as Security Registrar for the Notes. In connection with any proposed exchange of an interest in a global note representing the Notes for a certificated note, the Issuer or the Depositary shall provide or cause to be provided to the Paying Agent and Security Registrar all information reasonably requested by the Paying Agent and Security Registrar that is necessary to allow the Paying Agent and Security Registrar to comply with any applicable tax reporting obligations. The Paying Agent and Security Registrar may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(f) The global notes representing the Notes shall be deposited with, or on behalf of, the Depositary and shall be registered in the name of the Depositary or a nominee of the Depositary. No global note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.

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(g) A global note deposited with, or on behalf of, the Depositary may be transferred to the beneficial owners thereof in the form of definitive Notes in an aggregate principal amount equal to the principal amount of such global note, in exchange for such global note, in accordance with the procedures set forth in Section 3.5 of the Base Indenture. Definitive Notes shall be issued to the beneficial owners thereof only (i) under the circumstances set forth in Section 3.5 of the Base Indenture or (ii) if an Event of Default has occurred and has not been cured or waived, the Security Registrar has received a request from the Depositary with respect to the issuance of definitive Notes. In connection with any proposed exchange of a global note for a definitive note, there shall be provided to the Paying Agent and Security Registrar all information reasonably requested by the Paying Agent and Security Registrar that is necessary to allow the Paying Agent and Security Registrar to comply with any applicable tax reporting obligations. The Paying Agent and Security Registrar may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(h) Initial Holders will be required to pay for the Notes in euro, and all payments of interest and principal, including payments made upon any redemption of such Notes, will be payable in euro. If, on or after September 9, 2024, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes and the Guarantees as required pursuant to the Indenture will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recently available market exchange rate for euro, as determined in the Issuer’s sole discretion. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or this Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing, nor shall the Trustee or the Paying Agent be responsible for determining the unavailability of euro. For the avoidance of doubt, the Trustee and Paying Agent may conclusively rely on the determination of the Issuer to pay amounts due pursuant to the Notes and the Guarantees in U.S. dollars.

Section 2.04. Interest.

Interest on the Notes will be payable in cash and shall accrue at the rate of 5.375% per annum. Interest on the Notes shall accrue from and including September 17, 2024 or the most recent Interest Payment Date on which interest was paid, and be payable annually in arrears on March 30 of each year, beginning on March 30, 2025 (each, an “Interest Payment Date”). Interest on the Notes shall be payable to the Holders in whose names the Notes are registered at the close of business on the Business Day immediately preceding the Interest Payment Date (each, a “Record Date”). Interest shall be computed on the basis of (i) the actual number of days in the period for which interest is being calculated and (ii) the actual number of days from and including the last date on which interest was paid on the Notes (or from and including September 17, 2024, if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets Association. The amount of interest payable for any period shorter than a full annual period shall be computed on the basis of the actual number of calendar days elapsed in such a period. If any Interest Payment Date, maturity or Redemption Date falls on a day that is not a Business Day, then such payment will be made on the next Business Day and Holders will not be entitled to any further interest or other payment as a result of any such delay and with the same effect as if it were made on the originally scheduled date.

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Section 2.05. Additional Amounts.

Additional Amounts shall be payable in respect of the Notes pursuant to Section 10.4 of the Base Indenture. Solely for purposes of the Notes, Section 10.4 of the Base Indenture is hereby replaced in its entirety as follows:

“All payments made by or on behalf of the Issuer or the Guarantors (each, a “Payor”) on the Notes or any Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1) any jurisdiction from or through which payment on the Notes or any Guarantee is made, or any political subdivision of governmental authority thereof or therein having the power to tax; or

(2) any jurisdiction in which a Payor is incorporated, organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of the Notes, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

(a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, senior, beneficiary, partner of, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being or having been a citizen, resident or treated as a resident or a national thereof or being or having been present or engaged in a trade or carrying on a business in, or having had a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Notes or enforcement of rights thereunder or under any Guarantee or the receipt of payments in respect thereof;

(b) any Taxes to the extent such Taxes are imposed or required to be withheld by reason of the failure of a Holder of Notes to comply with (x) any certification, identification, information or other reporting requirement, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including a certification that the Holder is not resident in the Relevant Taxing Jurisdiction) (provided that at least 30 days prior to the first payment date with respect to which such withholding, deduction or imposition is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant Holder at that time has been notified (in the manner contemplated by the Indenture) by the Payor or any other person through whom payment may be made of such certification, identification, information or other reporting requirement); or (y) any requirement under U.S. tax laws and regulations to establish any entitlement to a partial or complete exemption from such Taxes to which such Holder is legally eligible (including, but not limited to, by providing Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, as applicable, or any subsequent versions thereof or successor thereto);

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(c) any Taxes, to the extent such Taxes were imposed as a result of a note being presented for payment (where Notes are legended Notes in certificated form and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had such note been presented during such 30-day period);

(d) any Taxes that are payable otherwise than by withholding from a payment on or with respect to the Notes or any Guarantee;

(e) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;

(f) any Taxes imposed on or with respect to any payment by the Issuer or the Guarantors to the Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that Taxes would not have been imposed on such payment had such beneficial owner been the sole Holder of such Note;

(g) any Taxes imposed or required to be withheld by the United States, any state thereof or the District of Columbia (or any political subdivision of or governmental authority in any such state or the District of Columbia having the power to tax) by reason of a Holder:

(i) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer, Perrigo Company, a Michigan corporation that is an indirect wholly-owned subsidiary of Parent, or Parent, as described in Section 871(h)(3)(B) of the Code;

(ii) being a bank receiving interest described in Section 881(c)(3)(A) of the Code; or

(iii) being a controlled foreign corporation (a “CFC”) that is related to the Issuer, Perrigo Company or Parent by stock ownership within the meaning of Section 881(c)(3)(C) of the Code;

(h) any Taxes imposed or required to be withheld by the United States, any state thereof or the District of Columbia (or any political subdivision of or governmental authority in any such state or the District of Columbia having the power to tax), as a result of a Holder’s present or former status under the Code as a personal holding company, a foreign personal holding company, a CFC, a passive foreign investment company, a foreign tax exempt organization or a corporation which accumulates earnings to avoid U.S. federal income tax;

(i) any U.S. federal backup withholding Taxes;

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(j) any Taxes imposed under Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, and any intergovernmental agreements or treaties (and any related legislation, rules, or official administrative practices) implementing the foregoing; or

(k) any combination of items (a) through (j) above.

As used in this Section 10.4, the term “Holder” shall include both a Holder of the Notes and a beneficial owner of the Notes, as applicable. In the event the Notes are held in global form, the right to receive Additional Amounts shall be determined at the beneficial owner level.

The Payor, if it is the applicable withholding agent, will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will furnish to the Trustee and to the Paying Agent (or to a Holder upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, such certified copies. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Notes upon request and will be made available at the offices of the Paying Agent.

At least 30 days prior to each date on which any payment under or with respect to the Notes or any Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to pay Additional Amounts with respect to such payment, the Payor will deliver to the Trustee and to the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will furnish such other information necessary to enable the Paying Agent to pay such Additional Amounts to Holders on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such an Officers’ Certificate, the Trustee may assume without inquiry (and with no liability) that no such Additional Amounts are payable. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of any taxes or the amount of any Additional Amount is owed, or with respect to the method employed in such calculation of any Additional Amounts.

Wherever in the Indenture, the Notes or any Guarantee there are references in any context, to:

(1) the payment of principal,

(2) interest, or

(3) any other amount payable on or with respect to the Notes or any Guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, issuance, transfer and similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of any Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes or any Guarantee, or the enforcement of the Notes, any Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes, limited, solely in the case of Taxes attributable to the receipt of any payments with respect to the Notes or any Guarantee, to any Taxes imposed in a Relevant Taxing Jurisdiction that are not excluded under clause (a) through (c), or (e) through (j), or any combination thereof.

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The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is incorporated, organized, or otherwise considered to be a resident or engaged in business for tax purposes, any jurisdiction from or through which payment on the Notes or any Guarantee thereof is made, or any political subdivision or taxing authority or agency thereof or therein having the power to tax.”

Section 2.06. No Sinking Fund.

Article 12 of the Base Indenture shall not apply to the Notes.

Section 2.07. No Conversion Features.

No conversion features shall apply to the Notes.

Section 2.08. Method of Payment.

Solely for purposes of the Notes, Section 3.7 of the Base Indenture is hereby amended by inserting at the end of the second to last paragraph thereto the following:

“The payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.”

Section 2.09. Transfer and Exchange.

Solely for purposes of the Notes, Section 3.5 of the Base Indenture is hereby amended by inserting at the end of the last paragraph thereto the following “or (iii) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date.”

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ARTICLE THREE

GUARANTEE

Section 3.01. Guarantees.

(a) Each Guarantor, by its execution of this Supplemental Indenture, hereby agrees with each Holder of a Note authenticated and delivered by the Trustee and with the Trustee for itself and on behalf of each such Holder, to be unconditionally bound by the terms and provisions of its Guarantee set forth below and authorizes the Trustee to confirm such Guarantee to the Holder of each such Note of the Issuer, with such Guarantee endorsed thereon, by its authentication, execution and delivery of each such Note by the Trustee. The execution by each Guarantor of this Supplemental Indenture will evidence its Guarantee of the Notes as set forth below, and no endorsement shall be required to appear on any Note.

GUARANTEE OF

[GUARANTOR]

For value received, [GUARANTOR], (the “Guarantor”), hereby fully, irrevocably and unconditionally guarantees to the Holder of the Notes and to the Trustee for itself and on behalf of each such Holder the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture, and all other amounts owed under the Indenture, all in accordance with and subject to the terms and limitations of the Notes and Article 14 of the Base Indenture. In case of the failure of PERRIGO FINANCE UNLIMITED COMPANY, a public unlimited company duly organized under the laws of Ireland (herein called the “Issuer,” which term includes any successor Person under such Indenture), to promptly make any such payment of principal (and premium, if any) or interest, or any other payments owed under the Indenture, the Guarantor hereby agrees to cause any such payment of principal (and premium, if any) or interest, and all other amounts owed under the Indenture, to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer, subject to the terms and limitations of Article 14 of the Base Indenture.

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The Guarantor hereby agrees that its obligations under its Guarantee and the Indenture shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of the Notes or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of a Note or the Trustee for such Notes or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Note, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article 5 of the Base Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to the Notes or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under the Notes and all demands whatsoever, and covenants that the Guarantee of the Guarantor will not be discharged, except, by payment in full of the principal of (and premium, if any, on) and interest on the Notes, or as otherwise set forth in this Indenture; provided, that if any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantor any amount paid either to the Trustee or such Holder, its Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

The Guarantor shall be subrogated to all rights of the Holder of the Notes and the Trustee for the Notes against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of (and premium, if any, on) and interest on all Notes of the same series issued under the Indenture shall have been paid in full.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

(b) Notwithstanding Section 2.1, Section 2.4(a), Section 3.3, Section 14.2 and any other provisions of the Base Indenture, and solely for purposes of the Notes, the Guarantors, the Issuer, the Trustee, the Paying Agent and the Registrar hereby agree that notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes, (i) the Guarantee of the Guarantors shall remain in full force and effect and (ii) all references in the Base Indenture to any Guarantee endorsed on the Notes shall be deemed to refer to the Guarantee of each of the Guarantors contained in this Section 3.01.

(c) The Notes will be guaranteed by any of the Parent Guarantor’s subsidiaries that provide guarantees under the Senior Secured Credit Facilities, which include the Parent Guarantor’s direct and indirect wholly-owned subsidiaries organized in the United States, Ireland, Belgium and England and Wales.

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Section 3.02. Release of Guarantees.

A Guarantor will be automatically released from its obligations under its Guarantee, and the Guarantee of each Guarantor shall be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon:

(1) the event of the liquidation or dissolution of such Guarantor;

(2) the substantially simultaneous release, discharge or termination of the guarantee by such Guarantor of all Debt Facilities (including, for the avoidance of doubt, any release, discharge or termination that would be conditioned only on the release, discharge or termination of such Guarantee or of the guarantee of all Debt Facilities, but excluding a release, discharge or termination by or as a result of payment under such guarantee);

(3) the exercise of the Legal Defeasance or Covenant Defeasance as described in Article 7 hereof and Article 13 of the Base Indenture or if the obligations under this Indenture are discharged pursuant to Article 4 of the Base Indenture; or

(4) in the case of any Subsidiary that becomes a Guarantor pursuant to clause Section 6.06(b) in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor.

ARTICLE FOUR

REDEMPTION

Section 4.01. Optional Redemption.

(a) The Issuer may elect to redeem the Notes pursuant to paragraph 6 of the Notes.

(b) Notice of any redemption of the Notes will be mailed (or, to the extent permitted or required by applicable procedures or regulations of the common depositary on behalf of Euroclear and Clearstream, sent electronically) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Unless the Issuer Defaults in payment of the Redemption Price, on and after the Redemption Date, or conditions precedent to redemption have not been satisfied, interest will cease to accrue on the Notes or portions thereof called for redemption.

(c) Solely for purposes of the Notes, Section 11.2 of the Base Indenture is hereby replaced in its entirety as follows:

“The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of the Securities of any series, the Issuer shall furnish to the Trustee, at least two Business Days prior to the day the notice of redemption is to be issued (unless a shorter notice shall be satisfactory to the Trustee), an Officers’ Certificate stating (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities to be redeemed and (iv) the Redemption Price (or manner of calculation if not then known). If the Redemption Price is not known at the time such notice is to be given, the actual Redemption Price calculated as described in the terms of the Securities will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date.”

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(d) Solely for the purposes of the Notes, the final paragraph of Section 11.4 of the Base Indenture is hereby replaced in its entirety as follows:

“Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request and provision of such request together with the notice of redemption to be delivered at least two Business Days prior to the notice being sent by the Trustee (unless a shorter notice shall be satisfactory to the Trustee), by the Trustee in the name and at the expense of the Issuer. If any such condition precedent has not been satisfied, the Company will provide notice to the Trustee not less than two Business Days prior to the Redemption Date that such condition precedent has not been satisfied, the notice of redemption is rescinded and the redemption subject to the satisfaction of such condition precedent shall not occur. If requested by the Issuer, upon receipt of the rescission notice, the Trustee shall promptly send a copy of such notice to the Holders of the Securities in the same manner in which the notice of redemption was given if such notice was delivered by the Trustee.”

(e) Notwithstanding anything to the contrary in clause (f) of the second paragraph of Section 11.4 and the last paragraph of Section 11.4 of the Base Indenture, the Issuer shall not be permitted to undertake an optional redemption of the Notes of any series except as set forth in paragraph 6 of the Notes and as set forth in Section 4.02 hereof.

Section 4.02. Redemption for Taxation Reasons.

Section 11.8 of the Base Indenture shall apply to the Notes. Solely for purposes of the Notes, Section 11.8 of the Base Indenture is hereby replaced in its entirety as follows:

“The Issuer may redeem the notes in whole, but not in part, at its discretion at any time upon giving not less than 15 days nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if as a result of:

(1) any change in, or amendment to, any law, treaty, regulations or rulings of a Relevant Taxing Jurisdiction affecting taxation; or

(2) any change in, or amendment to, the application, administration or interpretation of such laws, treaties, regulations or rulings of a Relevant Taxing Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

the Issuer, with respect to the Notes, or the Guarantors, with respect to their Guarantees, as the case may be, has become, is, or on the next Interest Payment Date in respect of the Notes would be, required to pay Additional Amounts.

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Any Change in Tax Law must become effective on or after the Issue Date (or if the Relevant Taxing Jurisdiction first became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). In the case of a successor of the Issuer that is not incorporated, organized, otherwise tax resident or engaged in business for tax purposes, in the same jurisdiction as the Issuer or a successor of a Guarantor that is not incorporated, organized, otherwise tax resident or engaged in business for tax purposes, in the same jurisdiction as such Guarantor, the Change in Tax Law must become effective, in the case of a successor of the Issuer, after the date that such successor entity first succeeded to the obligations of the Issuer or, in the case of a successor of a Guarantor, after the date on which such successor Guarantor first makes payments on the Notes. The Issuer will provide notice of such redemption as required under Section 11.4 of the Base Indenture. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if payment in respect of the Notes or any Guarantee, as applicable, were then due and (b) unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the sending or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee and the Paying Agent (a) an Officers’ Certificate stating that it is entitled to effect such redemption, and (b) an opinion of an independent tax counsel of recognized standing in the Relevant Tax Jurisdiction to the effect that an Issuer or the Parent has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to conclusively rely on such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent described above, in which event such redemption will be conclusive and binding on the Holders. The Trustee will not be responsible or liable for monitoring, determining or confirming whether a Change in Tax Law has occurred.

Section 4.03. Selection and Notice of Redemption.

Section 11.3 of the Base Indenture shall apply to the Notes. Solely for purposes of the Notes, the first paragraph of Section 11.3 of the Base Indenture is hereby replaced in its entirety as follows:

“Unless the Issuer defaults in the payment of the Redemption Price, interest will cease to accrue on any Notes called for redemption on the applicable redemption date. At or before 10:00 a.m. (London time) on the redemption date, the Issuer will deposit with the Paying Agent money sufficient to pay the Redemption Price of and accrued interest on the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of Euroclear or Clearstream, as applicable. If the Notes to be redeemed are not global Notes then held by the common depositary on behalf of Euroclear and Clearstream, the particular Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate.”

Any redemption or notice may, at the Issuer’s option, be subject to the satisfaction of one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the applicable notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuer will provide written notice to the common depositary on behalf of Euroclear and Clearstream prior to the close of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given.

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The Issuer may provide in any notice that payment of the Redemption Price and accrued and unpaid interest, if any, and the performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

ARTICLE FIVE

EVENTS OF DEFAULT

Section 5.01. Events of Default.

Solely for purposes of the Notes, Section 5.1 of the Base Indenture is hereby amended by deleting clause (f) of Section 5.1 and inserting new clauses (f) and (g) as follows:

(1) Default in the payment of the purchase price of any Notes the Issuer is required to purchase pursuant to Section 6.03 of the Supplemental Indenture; and

(2) the Guarantees of the Notes are held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any responsible Officer acting on behalf of a Guarantor, denies or disaffirms its obligations under its Guarantee of the Notes.

Section 5.02. Notice of Defaults.

Solely for purposes of the Notes, Section 6.2 of the Base Indenture is hereby amended by replacing the first sentence before the proviso thereto in its entirety with the following: “Within 90 days of a Responsible Officer of the Trustee obtaining actual knowledge of the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail (or, electronically, to the extent permitted or required by applicable procedures of Euroclear or Clearstream, as applicable) to all Holders of Securities of such series, notice of such Default hereunder actually known to a Responsible Officer of the Trustee, unless such Default shall have been cured or waived;”

Section 5.03. Acceleration of Maturity.

Solely for purposes of the Notes, Section 5.2 of the Base Indenture is hereby amended by adding the following proviso to the end of the first paragraph: “provided that no such declaration may be made with respect to any action taken, and reported publicly or to Holders, more than two years prior to such declaration.”

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Section 5.04. Limitation on Suits.

Solely for purposes of the Notes, Section 5.7(c) of the Base Indenture is hereby amended by (x) adding the words “in its discretion” before “against”, (y) adding the words “fees, damages, losses, claims” before “expenses” and adding the words “(including but not limited to reasonable attorneys’ fees and expense)” after “expenses” and (z) replacing the words “to be incurred” with “that may be incurred.”

Section 5.05. Statements as to Compliance.

Solely for purposes of the Notes, Section 10.5(a) of the Base Indenture is hereby amended to remove the words “and, if required by the Trust Indenture Act.”

Section 5.06. Net Short Holders.

(a) Any notice of Default, notice of a continuing Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of a continuing Event of Default, notice of acceleration or take any other action relating to a Default or Event of Default other than a payment Default or a bankruptcy or insolvency Default as described in Section 5.1(e) of the Base Indenture (a “Noteholder Direction”) provided by any one or more Holders of the Notes to the Trustee by any one or more Holders of the Notes (other than a Regulated Bank) (each, a “Directing Holder”) must be accompanied by a written representation from each such Directing Holder delivered to the Issuer and the Trustee that such Directing Holder is not (or, in the case such Directing Holder is the common depositary on behalf of Euroclear or Clearstream or its nominee, that such Directing Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default or notice of a continuing Event of Default shall be deemed a continuing representation until the resulting Default or Event of Default is cured or otherwise ceases to exist or the Notes are accelerated.

(b) In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuer or to obtain this information for the Issuer.

(c) In any case in which the Holder is the common depositary on behalf of Euroclear or Clearstream or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owners of the Notes in lieu of the common depositary on behalf of Euroclear or Clearstream or its nominee, and the common depositary shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If the Holder of the applicable Note is a Clearing System or its nominee, any Position Representation required hereunder shall be provided by the Clearing System or its nominee or by the beneficial owner of an interest in such global notes after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee. Notwithstanding anything to the contrary in this section, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with this section. In addition, for the avoidance of doubt, this section shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the requirements of this section shall only apply to Noteholder Directions as defined herein and do not apply to any other directions given by Holders to the Trustee under this Indenture.

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(d) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee an Officers’ Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive.

(e) With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this section. Each Noteholder and subsequent purchaser of the Notes waives any and all claims, in law and/ or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this section. In connection with the requisite percentages required under this Indenture, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer hereby confirms that any and all other actions that the Trustee takes or omits to take under this section and all fees, costs expenses, losses, claims, liabilities, and damages of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuer’s indemnifications under this Indenture.

(f) For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder of Notes or any other Person in acting in good faith on a Noteholder Direction.

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ARTICLE SIX

COVENANTS

Section 6.01. Limitation upon Liens.

(a) Solely for purposes of the Notes, the first sentence of Section 10.6 of the Base Indenture is hereby amended by replacing the phrase “create, incur, issue or assume” with the phrase “create, incur, issue, assume or guarantee.”

(b) Solely for purposes of the Notes, Section 10.6(a) of the Base Indenture is hereby amended by replacing the phrase “date of the Indenture” with the phrase “Issue Date.”

(c) Solely for purposes of the Notes, Section 10.6(c) of the Base Indenture is hereby amended by inserting the words “the Issuer,” immediately before the first reference to “Parent” appearing in such subsection.

(d) Solely for purposes of the Notes, (x) Section 10.6(g) of the Base Indenture is hereby amended by replacing the word “and” with the word “or” immediately before subsection (ii) and (y) Section 10.6(g) of the Base Indenture is hereby amended by replacing subsection (ii) thereof in its entirety with the following: “the failure to make payment pending such contest could not, individually or in the aggregate, reasonably be expected to result, in a material adverse effect on the business, operations, affairs, financial condition, assets or properties of Parent and its Subsidiaries taken as a whole (such, a “Material Adverse Effect”)”.

(e) Solely for purposes of the Notes, Section 10.6(k) of the Base Indenture is hereby amended by replacing the phrase “the greater of $75,000,000 and 3% of Consolidated Net Tangible Assets” with the phrase “the greater of $93,750,000 and 15% of LTM EBITDA (as defined in the Senior Secured Credit Agreement)”.

(f) Solely for purposes of the Notes, (x) Section 10.6(o) of the Base Indenture is hereby amended to add the word “or” at the end of such section, and (y) Section 10.6 of the Base Indenture is hereby amended by adding a new clause (p) immediately following Section 10.6(o) which shall be set forth as follows: “(p) Liens securing any Debt under the Debt Facilities in an aggregate principal amount not to exceed the sum of (i) $2,400 million plus (ii) the Incremental Amount (as defined in the Senior Secured Credit Agreement)”.

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Section 6.02. Limitations on Activities of the Issuer.

So long as any of the Notes remain outstanding, the Issuer shall not engage in any business or activity other than:

(a) the establishment and maintenance of its legal existence, including the incurrence of fees, costs and expenses relating to such establishment and maintenance;

(b) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent Guarantor;

(c) incurring fees, costs and expenses relating to organization overhead including professional fees for legal, tax and accounting issues and paying taxes;

(d) the execution and delivery of the Indenture and the performance of its obligations thereunder and the issuance of the Notes and any additional debt securities under the Indenture;

(e) taking all actions, including executing and delivering any related agreements in connection with Debt existing on the Issue Date or the incurrence of other indebtedness not prohibited by any Debt outstanding from time to time, or in connection with any other financing transactions;

(f) providing indemnification to officers and directors;

(g) the making of intercompany loans, distributions of cash, cash equivalents or Equity Interests and/or any transactions consummated substantially contemporaneously with and in connection with any financing transactions;

(h) financing the business and operations of the Parent or any of its affiliates, including the incurrence and repayment of indebtedness or other obligations, the making of loans or other investments and the payment of dividends or other distributions, and

(i) activities necessary or advisable for or incidental, related, complementary, similar, supplemental or ancillary to the businesses or activities described in any of the foregoing clauses (a) through (h).

Section 6.03. Offer to Purchase Notes Upon Change of Control Triggering Event.

(a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer shall have exercised its option to redeem the Notes pursuant to Article 4, the Issuer shall make an offer (the “Change of Control Offer”) to each Holder of the Notes as to which the Change of Control Triggering Event has occurred to repurchase all of that Holder’s applicable Notes on the terms set forth in such Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased from and including the most recent Interest Payment Date, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”).

(b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control Triggering Event, but after public announcement of the transaction that constitutes or may constitute the Change of Control Triggering Event, a notice will be mailed (or, to the extent permitted or required by applicable procedures or regulations of Euroclear or Clearstream, as applicable, sent electronically) to Holders of the Notes and the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring with respect to the Notes on or prior to the Change of Control Payment Date.

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(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee, or the Paying Agent on behalf of the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Issuer of the Notes pursuant to the Control Payment Offer have been met.

(d) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn under its offer.

(e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations applicable to the repurchase of any Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture or the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control Offer provisions of the Indenture or the Notes by virtue of any such conflict.

(f) For purposes of this Section 6.03, the following definitions shall apply:

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee) or other Voting Stock into which the Voting Stock of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee) is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee) and the assets of the Subsidiaries of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee), taken as a whole, to one or more Persons, other than the Parent Guarantor or a Subsidiary of the Parent Guarantor (or the Parent Guarantor’s Affiliate Transferee). Notwithstanding the foregoing, a transaction referenced in clause (1) of this definition will not be deemed to be a Change of Control if (i) the Parent Guarantor becomes a direct or indirect Wholly-Owned Subsidiary of a holding company and (ii) the direct or indirect Holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the Holders of the Parent Guarantor’s Voting Stock immediately prior to that transaction. Notwithstanding the foregoing, a transaction referenced in clause (2) of this definition will not be deemed a Change of Control if (i) the Parent Guarantor becomes a direct or indirect Wholly-Owned Subsidiary of a holding company, (ii) the transferee of all or substantially all of the Parent Guarantor’s assets and the assets of the Parent Guarantor’s Subsidiaries, taken as a whole, is also a direct or indirect Wholly-Owned Subsidiary of such holding company (such transferee, the Parent Guarantor’s “Affiliate Transferee”), (iii) such holding company provides a full and unconditional guarantee of the Notes (whereupon such holding company shall be substituted as “the Parent Guarantor” for the purposes of the Notes and Indenture (without the release of the guarantee of the entity formerly considered to be the “Parent”)) and (iv) the direct or indirect Holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the Holders of the Parent Guarantor’s Voting Stock immediately prior to that transaction.

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“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Event.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its ratings agency business.

“Rating Agencies” means (1) each of Moody’s and S&P, and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer (as certified by a resolution of the Issuer’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“Rating Category” means (i) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency.

“Ratings Event” means a decrease in the rating of the Notes by each Rating Agency by one or more gradations (including gradations within Rating Categories as well as between Rating Categories) on any date within the 60-day period following the earliest of (x) a Change of Control, (y) the date of the public notice of an arrangement or agreement that would result in a Change of Control or (z) the date public notice of the intention to effect an arrangement or agreement that would result in a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies) that would result in the rating of the Notes by each Rating Agency being lower than both (i) the rating of the Notes in effect on the Issue Date and (ii) the rating of the Notes immediately preceding the first public notice of an arrangement or agreement that would result in the applicable Change of Control; provided that a Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed a Ratings Event for purposes of the definition of “Change of Control Triggering Event” if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform us in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Ratings Event). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and—for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB-to B+, will constitute a decrease of one gradation).

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“S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and any successor to its ratings agency business

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the Board of Directors of such person.

In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer purchase all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a Redemption Price equal to the change of control payment plus, to the extent not included in the change of control payment, accrued and unpaid interest, if any, thereon, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Section 6.04. Consolidation and Mergers and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.

(a) Solely for purposes of the Notes, Section 8.1(a) and (b) of the Base Indenture are hereby amended and restated as follows:

(1) Notwithstanding anything contained herein or in any of the Notes, the Issuer may consolidate with or merge with or into or amalgamate, convert or liquidate into any other corporation, limited liability company, limited partnership or other legal entity and the Issuer may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Issuer shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Issuer’s obligations under this Indenture and the Notes.

(2) Notwithstanding anything contained herein or in any of the Notes, the Guarantors may consolidate with or merge with or into or amalgamate, convert or liquidate into any other corporation, limited liability company, limited partnership or other legal entity and the Guarantors may sell, lease or convey all or substantially all of their respective assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either such Guarantor shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of such Guarantors’ obligations under this Indenture, the Notes and the Guarantees.

(b) Solely for purposes of the Notes, Section 8.3 of the Base Indenture is hereby amended to delete the last sentence thereof.

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Section 6.05. Limitation upon Sale and Lease-Back Transactions.

Solely for purposes of the Notes, Section 10.7 of the Base Indenture is hereby amended by replacing the lead-in language to the first paragraph of such Section 10.7 with the following language:

The Parent will not itself, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless, either:

Section 6.06. Future Guarantees.

If, after the Issue Date, (a) any Subsidiary that is not a Guarantor guarantees the Senior Secured Credit Facilities or any other Debt Facility with an aggregate principal amount or committed amount of $100,000,000 or more or (b) the Issuer otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Subsidiary to execute and deliver to the Trustee (in the case of clause (a), by a date that is 60 days after becoming a guarantor under the Senior Secured Credit Facilities, or in the case of clause (b), at the Issuer’s option) a supplemental indenture pursuant to which such Subsidiary shall guarantee the Issuer’s obligations under the Notes and this Indenture on the same terms as the Guarantees issued by the Guarantors on the Issue Date.

Section 6.07. Reports.

(a) So long as any Notes are outstanding, whether or not Parent is required to file such information with the SEC, Parent will furnish to the Trustee (and the Holders and beneficial owners of the Notes) to the extent not otherwise available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor thereto) as promptly as is reasonably practicable after such information has been filed and no later than 15 days after Parent would be required to file such reports (including all applicable extension periods), unless the SEC would not accept such a filing:

(i) quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Parent’s certified independent accountants; and

(ii) all current reports that would be required to be filed (as opposed to furnished) with the SEC on Form 8-K if Parent were required to file such reports.

provided that the availability of the foregoing reports on the SEC’s EDGAR service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to any Holder of Notes.

(b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if Parent is not required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included or incorporated by reference in this prospectus supplement pursuant to which the Notes were offered and sold. The Issuer will comply with §314(a) of the Trust Indenture Act.

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(c) If the SEC will not accept Parent’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website, on IntraLinks or any comparable online system or website that may require a confidentiality acknowledgment, in each case within 15 days of the date on which such filing would have been required to be filed with the SEC if the Parent were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (including all applicable extension periods).

(d) Notwithstanding the foregoing, in the event that Parent is not subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (a) Parent shall be deemed to have satisfied any obligation to provide financial information concerning the Subsidiary Guarantors in any such supplementary and periodic information, documents and reports by providing summary financial information concerning the Guarantors and the subsidiaries of the Parent that do not guarantee the Notes; and (b) such requirements shall be deemed satisfied for any particular period or report by posting reports on the Parent’s website, by filing such reports with the SEC (if the SEC will accept such a filing) or by posting such information on IntraLinks.

(e) This Indenture will permit Parent to satisfy its obligations in this Section 6.07 with respect to financial information relating to Parent by furnishing financial information relating to its direct or indirect parent, if any, consistent with this covenant. If the direct or indirect parent, if any, has more than de minimis operations separate and apart from its ownership in Parent, then Parent will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent and its subsidiaries, on the one hand, and the information relating to Parent and its subsidiaries on a standalone basis, on the other hand.

(f) For so long as any Notes remain outstanding, if at any time Parent is not required to file with the SEC the reports required by the preceding paragraphs, the Issuer will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended.

(g) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under the Indenture as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

(h) Notwithstanding anything herein to the contrary, the Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes Section 5.1(c) of the Base Indenture until 120 days after the receipt of the written notice delivered thereunder.

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ARTICLE SEVEN

DEFEASANCE

(a) Article 13 of the Base Indenture, relating to Legal Defeasance and Covenant Defeasance, shall apply to the Notes; provided, however, that for purposes of Section 13.3 of the Base Indenture as it applies to the Notes, the covenants set forth in Sections 6.02 and 6.03 hereof (and the related Events of Default) shall also be subject to covenant defeasance, as provided in the Base Indenture, in addition to the covenants specified in such Section 13.3, as modified by this Supplemental Indenture.

(b) Solely for purposes of the Notes, Section 13.3 of the Base Indenture is hereby amended by (1) replacing the phrase “the Issuer shall be released from its obligations” in the first sentence with the phrase “the Issuer and the Guarantors shall be released from their respective obligations” and (2) replacing the phrase “the Issuer may omit” in the second sentence with the phrase “the Issuer and the Guarantors may omit.”

(c) Solely for purposes of the Notes, Section 13.4(1) of the Base Indenture is hereby amended by replacing the phrase “The Issuer shall irrevocably” with the phrase “The Issuer or the Guarantors shall irrevocably.”

(d) Solely for purposes of the Notes, Section 13.4(1) of the Base Indenture is hereby amended by adding the phrase “a nationally recognized investment bank, or a nationally recognized appraisal or valuation firm” after “a nationally recognized firm of independent public accountants.”

(e) Solely for purposes of the Notes, Section 13.4(2) of the Base Indenture is hereby amended and restated in its entirety as follows:

In the event of an election under Section 13.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this instrument, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Securities.

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(f) Solely for purposes of the Notes, Section 13.4(3) of the Base Indenture is hereby amended and restated in its entirety as follows:

In the event of an election under Section 13.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities.

(g) Solely for purposes of the Notes, Section 13.5 of the Base Indenture is hereby amended by replacing the phrase “pay to the Issuer from time to time” in the third paragraph with the phrase “pay to the Issuer or the Parent, as applicable, from time to time.”

(h) Solely for purposes of the Notes, Section 13.6 of the Base Indenture is hereby amended by replacing the phrase “from which the Issuer has been discharged” with the phrase “from which the Issuer and the Guarantors have been discharged.”

ARTICLE EIGHT

SATISFACTION AND DISCHARGE

(a) Solely for purposes of the Notes, the first paragraph of Section 4.1 of the Base Indenture is hereby amended by replacing the phrase “this Indenture shall cease to be of further effect” with the phrase “this Indenture shall cease to be of further effect with respect to any series of Securities.”

(b) Solely for purposes of the Notes, Section 4.1(a)(i) of the Base Indenture is hereby amended by replacing the phrase “all Securities theretofore” with the phrase “all Securities of such series theretofore.”

(c) Solely for purposes of the Notes, Section 4.1(a)(ii) of the Base Indenture is hereby amended by replacing the phrase “all such Securities not theretofore” with the phrase “all Securities of such series not theretofore.”

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(d) Solely for purposes of the Notes, Section 4.1(a)(ii)(3) of the Base Indenture is hereby amended by (i) replacing the phrase “and the Issuer, in the case of (1), (2) or (3) above” with the phrase “and the Issuer or the Parent, in the case of (1), (2) or (3) above,” and (ii) by adding the phrase “(accompanied by an opinion of a nationally recognized firm of independent public accountants if European Government Securities are delivered)” after the second occurrence and the word “sufficient” therein.

(e) Solely for purposes of the Notes, Section 4.1(c) of the Base Indenture is hereby amended by replacing the phrase “discharge of this Indenture” with the phrase “discharge of this Indenture as to such series of Securities.”

(f) Solely for purposes of the Notes, the last paragraph of Section 4.1 of the Base Indenture is hereby amended by replacing the phrase “discharge of this Indenture” with the phrase “discharge of this Indenture with respect to any series of Securities.”

(g) Upon any redemption that requires the payment of the Applicable Premium (including, without limitation, in connection with the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 7), the amount deposited with the Trustee shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least one Business Day prior to the Redemption Date with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

(a) Solely for purposes of the Notes, Section 9.1 of the Base Indenture is hereby amended by inserting a new clause (p) as follows:

(p) to evidence a successor to the Issuer or any Guarantor, and with the execution of any supplemental indenture to evidence a successor to the Issuer, the Issuer shall cause notice to be given promptly to the Holders.

(b) Solely for purposes of the Notes, Section 9.2 of the Base Indenture is hereby amended by deleting clauses (a), (b), (c) and (d) of Section 9.2 and inserting new clauses (a), (b), (c), (d), (e), (f), (g) and (h) of Section 9.2 as follows:

(a) change the Stated Maturity of the principal of, or any installment of interest on or any Additional Amounts payable with respect to the Notes;

(b) reduce the principal amount of, or interest on or any Additional Amounts payable with respect to the Notes, reduce the amount of principal which could be declared due and payable prior to the Stated Maturity or reduce the premium payable upon the redemption thereof;

(c) impair the right to enforce any payment on or after the Stated Maturity or Redemption Date;

(d) change the place or currency of any payment of principal of, premium or interest on, or any Additional Amounts payable with respect to the Notes;

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(e) modify in a manner adverse in any material respect to the Holder of the outstanding Notes the terms and conditions of the Guarantors under its Guarantees with respect to the Notes or this Indenture;

(f) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required to modify or amend this Indenture;

(g) reduce the percentage of outstanding Notes necessary to waive any past Default to less than a majority; or

(h) modify the provisions in this Indenture relating to adding provisions or changing or eliminating provisions of this Indenture or modifying rights of Holders of Notes to waive compliance with any term of this Indenture.

ARTICLE TEN

PROVISION OF INFORMATION

By acceptance of any Note issued hereunder, unless otherwise prohibited by law, each Holder is deemed to agree to provide to the Issuer, upon request, any correct, complete and accurate forms, certification or information that may be required in order for the Issuer to comply with FATCA, CRS and DAC II.

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ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01. Application of Supplemental Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and shall continue in full force and effect in accordance with its terms, provisions, and conditions thereof, including, without limitation, any and all rights, privileges, protections, limitations of liability, immunities and indemnities of the Trustee thereunder. This Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 11.02. Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

Section 11.03. Conflict with Base Indenture. To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Supplemental Indenture shall control.

Section 11.04. Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER, THE PARENT GUARANTOR, THE TRUSTEE AND EACH HOLDER OF ANY NOTE BY ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY AND HEREBY.

Section 11.05. Successors and Assigns. All agreements of the Issuer in the Base Indenture, this Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its successors and assigns. All agreements of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors and assigns.

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Section 11.06. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes. This Supplemental Indenture (and any document delivered in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 11.07. Trustee Disclaimer. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and the Notes and the Guarantee other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuer and not the Trustee and the Trustee assumes no responsibility for the same. The Trustee or any Paying Agent shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof. Neither the Trustee nor any Paying Agent shall be responsible for monitoring the rating status of the Issuer or the Parent Guarantor, making any request upon any Rating Agency, or determining whether any Rating Event has occurred.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.

[Signature Page to Supplemental Indenture No. 7]

[Signature Page to Supplemental Indenture No. 7]

[Signature Page to Supplemental Indenture No. 7]

[Signature Page to Supplemental Indenture No. 7]

[Signature Page to Supplemental Indenture No. 7]

Exhibit A

Form of Global Note representing the 2032 Notes

EXHIBIT A

Form of Global Note representing the 2032 Notes

FACE OF NOTE

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED AS NOMINEE FOR THE COMMON DEPOSITARY FOR EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED AS NOMINEE FOR THE COMMON DEPOSITARY FOR EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME , ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITEDAS NOMINEE FOR THE COMMON DEPOSITARY FOR EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME , HAS AN INTEREST HEREIN.

A-1

ISIN: XS2903463987

Common Code: 290346398

GLOBAL NOTE

5.375% Senior Notes due 2032

PERRIGO FINANCE UNLIMITED COMPANY promises to pay USB Nominees (UK) Limited or registered assigns, as nominee for the common depositary for Euroclear Bank SA/NV and Clearstream Banking, Société Anonyme, the principal sum of €[ ], subject to any adjustments as set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto on September 30, 2032.

Interest Payment Date: March 30 each year, commencing March 30, 2025

Record Date: The close of business on the Business Day immediately preceding each Interest Payment Date.

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

A-3

A-1

A-1

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture:

Dated: September 17, 2024

A-1

[Reverse Side of Note]

5.375% Senior Notes due 2032

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Perrigo Finance Unlimited Company, a public unlimited company organized under the law of Ireland (the “Issuer”), promises to pay interest on the principal amount of this Note at 5.375% per annum from and including September 17, 2024, until but excluding maturity. The Issuer shall pay interest annually in arrears on March 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day and Holders will not be entitled to any further interest or other payment as a result of any such delay (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of original issuance; provided that the first Interest Payment Date shall be March 30, 2025. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest shall be computed on the basis of (i) the actual number of days in the period for which interest is being calculated and (ii) the actual number of days from and including the last date on which interest was paid on the Notes (or from and including September 17, 2024, if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets Association. The amount of interest payable for any period shorter than a full annual period shall be computed on the basis of the actual number of calendar days elapsed in such a period.

2. METHOD OF PAYMENT. The Issuer shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day immediately preceding the related Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 3.7 of the Base Indenture with respect to Defaulted interest. Principal, premium, if any, and interest on, and Additional Amounts, if any, payable with respect to, the Notes shall be payable at the office or agency of the Issuer maintained for such purpose; provided that, at the option of the Issuer, interest on the Notes may be paid by mailing checks for such interest to or upon the written order of the Holders thereof at their last address as they shall appear on the Security Register; provided, further, that payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days prior to the applicable payment date.

Initial Holders will be required to pay for the Notes in euro, and all payments of interest and principal, including payments made upon any redemption of such Notes, will be payable in euro. If, on or after September 9, 2024, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes and the Guarantees as required pursuant to the Indenture will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recently available market exchange rate for euro, as determined in the Issuer’s sole discretion. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or this Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing, nor shall the Trustee or the Paying Agent be responsible for determining the unavailability of euro. For the avoidance of doubt, the Trustee and paying agent may conclusively rely on the determination of the Issuer to pay amounts due pursuant to the Notes and the Guarantees in U.S. dollars.

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3. PAYING AGENT AND SECURITY REGISTRAR. Initially, Elavon Financial Services DAC shall act as Paying Agent, and U.S. Bank Trust Company, National Association shall act as Security Registrar. Neither the Trustee nor any Paying Agent shall be responsible or liable for monitoring the Issuer’s rating status, making any request upon any Rating Agency, or determining or confirming whether any Ratings Event or Change of Control Triggering Event has occurred. The Trustee assumes no responsibility and will have no liability for the accuracy, correctness, adequacy or completeness of the information concerning the Issuer or its Affiliates or any other party contained in this document or the related documents or for any failure by the Issuer or any other party to disclose events that may have occurred and may affect the significance, correctness, adequacy, completeness or accuracy of such information. The Issuer may change any Paying Agent or Security Registrar without notice to the Holders. The Issuer or any Wholly-Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent or Security Registrar.

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of December 2, 2014 (the “Base Indenture”), among the Issuer, Perrigo Company Plc (the “Parent Guarantor”) and the Trustee, as supplemented by Supplemental Indenture No. 7 dated as of September 17, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Note is one of the duly authorized and issued Notes of the Issuer designated as its 5.375% Senior Notes due 2032. The Issuer shall be entitled to issue Additional Notes pursuant to Article 3 of the Base Indenture and Section 2.01 of the Supplemental Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities under the Indenture; provided, that if such Additional Notes are not fungible with the other Notes for U.S. federal income tax purposes, the Additional Notes will be issued under a separate ISIN or Common Code number. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. REDEMPTION AND REPURCHASE. The Notes are subject to optional redemption and tax redemption, as further described in the Indenture and as set forth in Paragraph 6 of this Note.

6. OPTIONAL REDEMPTION.

At any time prior to September 30, 2027, the Issuer may redeem the Notes in whole at any time, or in part from time to time, at its option, upon notice as described in Section 4.03 at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

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On and after September 30, 2027, the Issuer may redeem the Notes in whole at any time, or in part from time to time, at its option, upon notice as described in Section 4.03 at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to but not including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on the September 30 of each of the years indicated below:

In addition, prior to September 30, 2027, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes at a Redemption Price equal to 105.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but not including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with an amount equal to the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; and provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar, the Paying Agent and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note to be redeemed in part. Pursuant to Section 2.3 of the Base Indenture, and except as provided in Section 3.5 of the Base Indenture (as amended by 2.03(g) of the Supplemental Indenture), this Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon, and the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of Additional Notes.

8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

9. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.

10. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 5.1 of the Base Indenture, as amended by Section 5.01 of the Supplemental Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

11. GUARANTEE. Payment of principal of, premium, if any, and interest on, and Additional Amounts, if any, payable with respect to, this Note is fully, irrevocably and unconditionally guaranteed by Perrigo Company plc, a public limited company organized under the law of Ireland, and each of the other Guarantors, as set forth in the Indenture.

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12. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

13. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

14. ISIN AND COMMON CODE NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused ISIN and Common Code numbers to be printed on the Notes, and the Trustee and Paying Agent may use ISIN and Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

PERRIGO FINANCE UNLIMITED COMPANY

c/o PERRIGO COMPANY PLC

The Sharp Building

Hogan Place

Dublin 2, Ireland

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(Insert assignee’s Soc. Sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 6.03 of the Supplemental Indenture, check the appropriate box below:

[ ] Section 6.03

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 6.03 of the Supplemental Indenture, state the amount you elect to have purchased:

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is €[   ]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

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Exhibit 5.1

		A&L Goodbody LLP		Dublin
		3 Dublin Landings		Belfast
		North Wall Quay, Dublin 1		London
		D01 C4E0		New York
		T: +353 1 649 2000		San Francisco
		DX: 29 Dublin | www.algoodbody.com

Perrigo Company plc,

The Sharp Building,

Hogan Place

Dublin 2,

Ireland.

Perrigo Finance Unlimited Company (the Issuer) - issue of US$ 715,000,000 6.125% Senior Notes due 2032 and €350,000,000 5.375% Senior Notes due 2032 (the Notes), fully and unconditionally guaranteed by Perrigo Company plc (the Parent Guarantor)

Dear Sirs

We have acted as solicitors in Ireland to the Parent Guarantor and to the Issuer in connection with the issue of the Notes by the Issuer, which Notes are fully and unconditionally guaranteed by the Parent Guarantor on an unsecured basis.

Documents examined

CE Gill • JG Grennan • PD White • VJ Power • SM Doggett • M Sherlock • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin • DR Baxter A McCarthy • JF Whelan • JB Somerville • MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty • M O’Brien • L Mulleady • K Ryan • E Hurley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin J Williams • A O’Beirne • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O’Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • K O’Shaughnessy • S O’Connor SE Murphy • D Nangle • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O’Driscoll • B O’Malley • C Bollard M Daly • D Geraghty • LC Kennedy • E Mulhern • MJ Ellis • D Griffin • D McElroy • C Culleton • B Nic Suibhne • S Quinlivan • J Rattigan • K Mulhern • A Muldowney • L Dunne A Burke • C Bergin • P Fogarty

Consultants: Professor JCW Wylie • MA Greene • AV Fanagan • PM Law • SW Haughey • PV Maher • KP Allen

BASIS OF OPINION

Assumptions:

OPINION

The Parent Guarantor

Issuer

QUALIFICATIONS

We hereby consent to the filing of this opinion with the SEC as an exhibit to the current report on Form 8-K filed by the Parent Guarantor on the date hereof. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the SEC thereunder. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

Yours faithfully

/s/ A&L Goodbody

A&L Goodbody LLP

M-50032037-3

SCHEDULE 1

IRISH SUBSIDIARIES