Exhibit 10.1
Shire plc Corporate Headquarters: 5 Riverwalk Citywest Business Campus Dublin 24 Ireland |  |
| www.shire.com |
| To: | Morgan Stanley Bank International Limited and Morgan Stanley Bank, NA (as Lenders) and Morgan Stanley Bank International Limited (as Agent) |
| From: | Shire plc (as Parent Company) |
| Dated: | 13 December 2013 |
Shire PLC - US$2,600,000,000 Term Facilities Agreement
dated 11 November 2013 (the “Agreement”)
dated 11 November 2013 (the “Agreement”)
| 1. | We refer to the Agreement. Terms defined in the Agreement have the same meaning in this letter unless given a different meaning in this letter. | |
| 2. | We refer to Clause 7.2 (Voluntary cancellation). | |
| (a) | The Parent company requests the voluntary cancellation of $850,000,000.00 (eight hundred and fifty million dollars) of Available Facility under Facility A. | |
| (b) | The Lenders agree to waive the three Business Days' prior notice required in respect of such cancellation. | |
| (c) | The effective date of such cancellation is 13 December 2013. | |
| 3. | This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter. | |
| 4. | This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. | |
| 5. | This letter has been entered into on the date stated at the beginning of this letter. | |
| 6. | This letter is irrevocable. | |
| /s/ Tom Greene | ||
| Shire plc (Parent Company) | ||
| By: Tom Greene | ||
/s/ Shervin Sharghy | /s/ Anish Shah | |
| Morgan Stanley International Limited | Morgan Stanley Bank, NA | |
| By: Shervin Sharghy | By: Anish Shah |
Incorporated and registered in Jersey No. 99854
Registered Office: Shire plc, 22 Grenville Street, St Helier, Jersey JE4 8PX
Registered Office: Shire plc, 22 Grenville Street, St Helier, Jersey JE4 8PX