AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.88

EXECUTION COPY

AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT dated as of December 5, 2008 to the Credit Agreement dated as of April 19, 2007 among KING PHARMACEUTICALS, INC., as Borrower, the Lenders party thereto (the “ Lenders ”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and Swingline Lender, and the other agents party thereto (as amended prior to the date hereof, the “ Existing Credit Agreement ”).

PRELIMINARY STATEMENTS

     Pursuant to the Merger Agreement (such term and other terms used but not otherwise defined in these Preliminary Statements having the meanings set forth in Article I of the Existing Credit Agreement as amended hereby (the “ Amended Credit Agreement ”)) the Borrower intends to acquire (the “ Acquisition ”) all of the Shares pursuant to a two-step transaction in which (a) Merger Sub will acquire pursuant to the Tender Offer, for a purchase price of $37 per share in cash, those Shares that have been validly tendered and not withdrawn and accepted for payment pursuant to the Tender Offer and (b) on the Merger Date and in accordance with the Merger Agreement, Merger Sub will be merged with and into the Target with the Target being the surviving corporation (the “ Merger ”), and each Share not acquired in the Tender Offer will be converted into the right to receive $37 in cash pursuant to, and subject to the provisions of, the Merger Agreement. The Borrower also intends to enter into the Term Loan Credit Agreement (the term loan facility set forth therein, the “ Term Loan Facility ”), the proceeds of which are to be used to enable Merger Sub to pay a portion of the Acquisition Consideration together with fees and expenses incurred in connection with the Transactions.

     In connection with the foregoing, Borrower has requested that the Lenders amend the Existing Credit Agreement to, among other things, permit the Acquisition and the Term Loan Facility. The Lenders have agreed to make such amendments on the terms, and subject to the conditions, set forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

      Section 1 . Defined Terms; References . Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference in the Existing Credit Agreement, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or other similar reference to the Existing Credit Agreement, shall, after the Amendment No. 1 Effective Date (as defined in Section 3 of this Amendment), refer to the Existing Credit Agreement as amended hereby.

      Section 2 . Amendments to Existing Credit Agreement. With effect from the Amendment No. 1 Effective Date, the Existing Credit Agreement (but not the Exhibits

and Schedules attached thereto, which shall be replaced on or prior to the Amendment No. 1 Effective Date as set forth in Section 3(t) below) shall be amended to read in its entirety as set forth in Exhibit A hereto.

      Section 3. Conditions to Effectiveness of Amendments to Existing Credit Agreement . The amendments set forth in Section 2 shall become effective on the date (the “ Amendment No. 1 Effective Date ”) on which, and only when, each of the following conditions shall have been satisfied:

     (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Banks, a favorable written opinion of (a) Dewey & LeBoeuf LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (b) each other counsel that delivers an opinion in respect of the Term Loan Facility, in form and substance reasonably satisfactory to the Administrative Agent, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Administrative Agent, the Issuing Banks and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

     (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the Borrowings under the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent, may reasonably request.

     (c) The Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed by a Financial Officer of the Borrower, confirming compliance as of the Amendment No. 1 Effective Date with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01 of the Amended Credit Agreement and paragraphs (h)(iii), (h)(iv), (h)(v), (i), (j), (m)(ii), (o), (p) and (q) of this Section 3.

     (d) After giving effect to the Transactions occurring on the Amendment No. 1 Effective Date, the Borrower and the Subsidiaries shall have outstanding no Indebtedness for borrowed money or preferred stock other than (i) Indebtedness under the Loan Documents, (ii) the Convertible Notes, (iii) Term Indebtedness and (iv) other Indebtedness permitted under Section 6.01 of the Amended Credit Agreement (other than clause (m) thereof).

     (e) The Collateral Agent shall have received a fully executed copy of the Security Documents which (i) shall be in form and substance substantially identical to the Security Documents delivered on or prior to the Amendment No. 1 Effective Date in connection with the Term Indebtedness, (ii) shall provide that the Obligations are guaranteed by substantially all Domestic Subsidiaries (and other Subsidiaries guaranteeing the Term Indebtedness) as of the Amendment No. 1 Effective Date subject only to exceptions and limitations substantially identical to those applicable to guarantees in favor of the Term Indebtedness and (iii) shall provide that the Obligations and the guarantees thereof shall be secured by a perfected first priority lien on substantially all assets of the Borrower and its Domestic Subsidiaries, which lien shall rank pari passu with the lien securing the Term Indebtedness and which liens shall be subject only to exceptions and limitations substantially identical to those applicable to the liens securing the Term Indebtedness. The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Amendment No. 1 Effective Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document.

     (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Amendment No. 1 Effective Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated.

     (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and an insurance broker’s letter with respect to, the insurance policies required by Section 5.02 of the Amended Credit Agreement and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent.

     (h) (i) The definitive documents filed with the SEC with respect to the commencement of the Tender Offer shall have been provided to the Administrative Agent prior to the Amendment No. 1 Effective Date (or, in the case of any amendments, supplements or other modifications that were subsequently filed, prior to the filing thereof), and the terms and conditions thereof and documentation relating thereto (the “ Tender Offer Documentation ”) shall be in form and substance reasonably satisfactory to

the Agents (it being understood that the Tender Offer Documentation dated September 12, 2008, as extended on October 13, 2008 and as further extended on November 24, 2008 and as amended to reflect the changes thereto set forth in the Merger Agreement as in effect on the date hereof is in form and substance satisfactory to the Agents) and shall be in full force and effect, (ii) the Tender Offer Documentation shall not have been altered, amended or otherwise changed or supplemented, in each case in any respect that could reasonably be expected to be materially adverse to the rights or interests of the Administrative Agent or the Lenders, and no condition thereto shall have been waived, altered, amended or otherwise changed or supplemented, in each case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), (iii) all material aspects of the Tender Offer shall have been consummated in accordance with applicable laws and the description thereof in the Tender Offer Documentation, (iv) the offer price in the Tender Offer shall not exceed an amount mutually agreed upon by the Administrative Agent and the Borrower, and (v) Merger Sub shall have accepted for payment, pursuant to the Tender Offer, a number of Shares (x) equal to at least a majority of the total number of Shares outstanding and (y) representing at least a majority of the combined voting power of all equity securities of the Target, in each case on a fully diluted basis (the “ Minimum Acceptance Condition ”).

     (i) The Borrower shall have paid Acquisition Consideration from cash and cash equivalents on hand (and not from the proceeds of the Loans, loans under the Term Loan Credit Agreement or any other Indebtedness) in an amount not less than the greater of (i) $1,000,000,000 and (ii) the amount necessary to purchase Shares in an amount sufficient to satisfy the Minimum Acceptance Condition.

     (j) All shareholder rights plans, “poison pill” or any similar plans or charter or by-law provisions and all anti-takeover or similar statutes, including Section 203 of the Delaware General Corporations Law, are or will be invalid or inapplicable to the acquisition of Shares pursuant to the Transactions and to the Borrower, the Target, Merger Sub and their Affiliates.

     (k) The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct.

     (l) The Administrative Agent shall have received a fully executed copy of the Term Loan Credit Agreement, which agreement (i) shall have terms (other than pricing and yield), taken as a whole, not less favorable in any material respect to the Loan Parties or the Lenders than the terms set forth on Exhibit B hereto or than the Amended Credit Agreement (as such Amended Credit Agreement may be further amended prior to the Amendment No. 1 Effective Date pursuant to Section 5 below), (ii) shall have a maturity not earlier than the maturity of the Credit Facilities and (iii) shall be in an aggregate committed amount of not greater than $300,000,000 (it being understood that to the extent not satisfying the requirements set forth in clause (i) through (iii) above, such Term Loan Credit Agreement must be in form and substance reasonably satisfactory to the Required Lenders). The Term Loan Credit Agreement shall be in full force and effect on the Amendment No. 1 Effective Date and, simultaneously with the effectiveness of this Amendment, the first drawing under the Term Loan Credit Agreement shall have occurred.

     (m) (i) The Lenders shall have received the financial statements and opinions referred to in Section 3.05 of the Amended Credit Agreement, none of which shall demonstrate a material adverse change in the financial condition of the Borrower or the Target, as applicable, from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders (it being agreed that the financial statements provided to the Joint Arrangers prior to November 23, 2008 are satisfactory) and (ii) there shall have been no material change to the capital stock of the Borrower or the Target since November 23, 2008.

     (n) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Amendment No. 1 Effective Date, are solvent.

     (o) The Administrative Agent shall be satisfied, in its reasonable judgment, that the Borrower’s Consolidated EBITDA for the four-fiscal quarter period ended at least 30 days prior to the Amendment No. 1 Effective Date (excluding Consolidated EBITDA of the Target and its subsidiaries) shall not be less than $500,000,000.

     (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required (except to the extent such approvals or consents are not material to the Transactions or the other transactions contemplated hereby), all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. Without limiting the foregoing, the waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act 1976 (as amended, the “ HSR Act ”) shall have expired or have been terminated.

     (q) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower shall have received a public corporate credit rating of B+ or higher by S&P and a public corporate family rating of B1 or higher by Moody’s, in each case as of the Amendment No. 1 Effective Date and after giving effect to the Transactions.

     (r) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

     (s) The Borrower shall have paid to the Administrative Agent, for the account of each Lender delivering an executed counterpart of this Amendment to the Administrative Agent at or prior to 5:00 p.m. New York City time on December 5, 2008, an amendment fee (the “ Amendment Fee ”) equal to 1.00% of such Lender’s Revolving Credit Commitment (whether used or unused) on such date; provided that no such fee shall be required to be paid to any Lender that agrees, in its sole discretion and in writing, to waive such fee. The Administrative Agent shall also have received all other fees and other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced, reimbursement or payment of all fees and out-of-pocket expenses (including fees, charges and disbursements of outside counsel) required to be

reimbursed or paid by any Loan Party under the Amended Credit Agreement or under any other Loan Document.

     (t) The Borrower shall have delivered to the Administrative Agent (i) Schedules to the Amended Credit Agreement in form and substance reasonably satisfactory to the Required Lenders; provided that the parties hereto agree that (x) Schedule 1.01(b), 1.01(c), 3.08, 3.19(a), 3.19(c), 3.20(a) and 3.20(b) shall be deemed to be satisfactory to the Required Lenders to the extent that they are substantially identical to the corresponding Schedules delivered under the Term Loan Credit Agreement and (y) Schedule 1.01(a), 2.01 and 2.04 shall be deemed to be satisfactory to the Required Lenders to the extent that they are substantially identical to the Schedules attached to the Existing Credit Agreement updated solely with respect to contact information and to reflect an increase, if any, in the Revolving Credit Commitments as described in Section 5(c) below and (ii) Exhibits to the Amended Credit Agreement in form and substance reasonably satisfactory to the Required Lenders; provided that the parties hereto agree that (x) Exhibit D, E and F will be deemed to be satisfactory to the Required Lenders if they satisfy the requirements relating to Security Documents set forth in Section 3(e) above, (y) Exhibits G-1, G-2 and G-3 will not be modified or replaced on the Amendment No. 1 Effective Date and (z) all other Exhibits will be deemed to be satisfactory to the Required Lenders if they are substantially identical in form and substance to the corresponding Exhibits to the Existing Credit Agreement with only such modifications as are necessary to reflect the changes made to the Existing Credit Agreement by this Amendment.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 1 Effective Date, and such notice shall be conclusive and binding.

      Section 4 . Certain Consequences Of Effectiveness. On and after the Amendment No. 1 Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “ Existing Loan Documents ”) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended pursuant to the terms hereof; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Amendment No. 1 Effective Date shall continue to be governed by the provisions of the Existing Credit Agreement and the other Existing Loan Documents prior to giving effect to this Amendment and the amendments contemplated hereby. On and after the Amendment No. 1 Effective Date, the Exhibits and Schedules attached to the Existing Credit Agreement shall be deemed to be replaced in their entirety with the Exhibits and Schedules delivered in accordance with Section 3(t).

      Section 5 . Certain Consents .

     (a) Each Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “ Existing Security Documents ”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause

may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility).

     (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to the extent such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder).

     (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans.

     Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

      Section 6 . Binding Effect . This Amendment shall become effective and legally binding when it shall have been executed by the Borrower, the Administrative Agent, the Collateral Agent, each Issuing Bank and the Swingline Lender and the Administrative Agent (or its counsel) shall have received from the Required Lenders (as defined in the Existing Credit Agreement) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. This Amendment shall bind each party’s successors and assigns, including any Person to whom any Lender party hereto assigns any of its interests, rights and obligations under the Existing Credit Agreement.

      Section 7 . Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

      Section 8 . Counterparts . This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

Exhibit A

CREDIT AGREEMENT

Dated as of April 19, 2007,

as amended by Amendment No. 1 dated December 5, 2008

among

KING PHARMACEUTICALS, INC.,

THE LENDERS NAMED HEREIN,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH
as Administrative Agent,
as Collateral Agent and
as Swingline Lender,

BANK OF AMERICA, N.A.,

and

UBS SECURITIES LLC,
as Co-Syndication Agents

CITIGROUP GLOBAL MARKETS INC.,

WACHOVIA BANK, NATIONAL ASSOCIATION,

and

THE ROYAL BANK OF SCOTLAND PLC,
as Co-Documentation Agents

U.S. BANK NATIONAL ASSOCIATION,
as Managing Agent

CREDIT SUISSE SECURITIES (USA) LLC, and
WACHOVIA CAPITAL MARKETS, LLC
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

     CREDIT AGREEMENT dated as of April 19, 2007 as amended by Amendment No. 1 dated December 5, 2008 (as further amended, supplemented or otherwise modified from time to time, this “ Agreement ”), among KING PHARMACEUTICALS, INC., a Tennessee corporation (the “ Borrower ”); the Lenders (as defined in Article I); CREDIT SUISSE, a bank organized under the laws of Switzerland, acting through its Cayman Islands Branch, as administrative agent and collateral agent for the Lenders (in such capacity, the “ Administrative Agent ” and the “ Collateral Agent ”), and as swingline lender (in such capacity, the “ Swingline Lender ”), Bank of America, N.A. and UBS Securities LLC, as co-syndication agents (in such capacity, “ Co-Syndication Agents ”); Citigroup Global Markets Inc., Wachovia Bank, National Association and The Royal Bank of Scotland plc, as co-documentation agents (in such capacity, the “ Co-Documentation Agents ”); U.S. Bank National Association, as managing agent (in such capacity, the “ Managing Agent ”); and the Issuing Banks (as defined in Article I).

               The Borrower has requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time on or after the Effective Date and prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $475,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans in an aggregate principal amount at any time outstanding not in excess of $20,000,000. The Borrower has requested that the Issuing Banks issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $40,000,000 to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. The proceeds of the Revolving Loans and of the Swingline Loans are to be used by the Borrower and the Subsidiaries to provide working capital and for other general corporate purposes, including permitted acquisitions and the refinancing of amounts outstanding under the Existing Credit Agreement, and the Letters of Credit are to be used by the Borrower and the Subsidiaries for general corporate purposes. The Lenders, the Swingline Lender and the Issuing Banks have agreed to extend such credit on the terms and subject to the conditions set forth herein.

               Accordingly, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

               SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

               “ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.

               “ ABR Loan ” shall mean any ABR Revolving Loan or Swingline Loan.

               “ ABR Revolving Loan ” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

               “ Acquired Entity ” shall have the meaning assigned to such term in Section 6.04(l).

               “ Acquisition ” shall mean the acquisition by Borrower of all the Shares pursuant to a two-step transaction in which (a) Merger Sub will acquire pursuant to the Tender Offer, for a purchase price of $37 per share in cash, those Shares that have been validly tendered and not withdrawn and accepted for payment pursuant to the Tender Offer and (b) on the Merger Date and in accordance with the Merger Agreement, Merger Sub will be merged with and into the Target with the Target being the surviving corporation, and each Share not acquired in the Tender Offer will be converted into the right to receive $37 in cash pursuant to, and subject to the provision of, the Merger Agreement.

               “ Acquisition Consideration ” shall mean the consideration paid in respect of those Shares that have been validly tendered and not withdrawn in the Tender Offer and that have been accepted for payment on the Amendment No. 1 Effective Date, the consideration paid in respect of those additional Shares that are validly tendered and not withdrawn in a subsequent offering period pursuant to the Tender Offer, and the consideration paid on or immediately after the effective date of the Merger and to pay the appraised value of any Shares held by holders who have properly perfected rights to appraisal in accordance with Section 262 of the Delaware General Corporation Law.

               “ Acquisition Transactions ” shall have the meaning set forth in Section 3.02.

               “ Adjusted LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

               “ Administrative Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Administrative Agent Fees ” shall have the meaning assigned to such term in Section 2.07(b).

               “ Administrative Questionnaire ” shall mean an Administrative Questionnaire in the form of Exhibit A , or such other form as may be supplied from time to time by the Administrative Agent.

               “ Affiliate ” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

               “ Affiliate Subordination Agreement ” shall mean an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party to a person that is not a Loan Party are subordinated to the Obligations.

               “ Agents ” shall have the meaning assigned to such term in Article VIII.

               “ Agreement ” shall have the meaning assigned to such term in the preamble hereto.

               “ Aggregate Revolving Credit Exposure ” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.

               “ Agreement Value ” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

               “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

               “ Alpharma Convertible Note Indenture ” shall mean the Indenture dated as of March 20, 2007, as supplemented by the First Supplemental Indenture dated March 20, 2007, each between Alpharma Inc. and U.S. Bank National Association, as trustee, as in effect on the Amendment No. 1 Effective Date.

               “ Alpharma Convertible Notes ” shall mean the 2.125% convertible senior notes due 2027 issued by Alpharma Inc. pursuant to the Alpharma Convertible Note Indenture and outstanding on the Amendment No. 1 Effective Date.

               “ Alpharma Escrow Account ” shall have the meaning assigned to such term in Section 5.16.

               “ Amendment No. 1 ” shall mean Amendment No. 1 to this Agreement, dated as of December 5, 2008, among the Borrower, the Swingline Lender, the Issuing Bank, the Administrative Agent and the Collateral Agent and the lenders party thereto.

               “ Amendment No. 1 Effective Date ” shall have the meaning assigned to such term in Amendment No. 1.

               “ Applicable Commitment Reduction Date ” shall mean (a) with respect to the Net Cash Proceeds of any Asset Sale, Equity Issuance, incurrence or issuance of Indebtedness, ARS Liquidation Event or Extraordinary Receipt, the earliest of (i) the third Business Day following the date of receipt by the Borrower or any Subsidiary of such Net Cash Proceeds, (ii) the date designated as the Applicable Commitment Reduction Date by notice in writing from the Borrower to the Administrative Agent and (iii) solely in the case of Net Cash Proceeds from any Asset Sales or ARS Liquidation Event, the date on which any loans outstanding under the Term Loan Credit Agreement are prepaid from the proceeds of such Asset Sale or ARS Liquidation and (b) with respect to any prepayments required to be made pursuant to Section 2.13(g) from Excess Cash Flow, the earliest of (i) the 90 ^th day following the end of each fiscal year of the Borrower, commencing with the first fiscal year ending after the Term Loan Facility Termination, (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a) and (iii) the date designated as the Applicable Commitment Reduction Date by notice in writing from the Borrower to the Administrative Agent.

               “ Applicable Percentage ” shall mean, for any day (a) with respect to any Eurodollar Revolving Loan, 5.00% per annum, (b) with respect to any ABR Loan, 4.00% per annum, and (c) with respect to the Commitment Fees, 0.50% per annum.

               “ ARS Liquidation Event ” shall mean any event which enables the Borrower or any Subsidiary to convert its auction rate securities into cash or other immediately available funds (whether through incurring Permitted ARS Indebtedness, the redemption of such auction rate securities by the issuer thereof, the repurchase of such auction rate securities by the seller thereof, the sale of such auction rate securities by the Borrower or such Subsidiary, or otherwise).

               “ Asset Sale ” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any of the Subsidiaries to any person other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Borrower or any of the Subsidiaries (other than (i) inventory (including raw material), damaged, obsolete, surplus or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business, (ii) dispositions between or among Foreign Subsidiaries, (iii) dispositions of Margin Stock for cash and for fair market value as determined in good faith by the board of directors of the Borrower; provided that the cash proceeds received in connection with any such disposition are held in cash or Permitted Investments, (iv) solely for the purpose of Section 2.13(e), any ARS Liquidation Event and (v) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $500,000).

               “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

               “ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

               “ Borrower ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Borrower Materials ” shall have the meaning assigned to such term in Section 9.01.

               “ Borrowing ” shall mean a group of Loans of a single Class and Type made by the Lenders on a single date and as to which a single Interest Period is in effect.

               “ Borrowing Request ” shall mean a request by the Borrower in accordance with the terms of Section 2.05 and substantially in the form of Exhibit C , or such other form as shall be approved by the Administrative Agent.

               “ Breakage Event ” shall have the meaning assigned to such term in Section 2.16.

               “ Business Day ” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided , however , that when used in connection with a Eurodollar Revolving Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

               “ Capital Expenditures ” shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its consolidated Subsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

               “ Capital Lease Obligations ” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

               A “ Change in Control ” shall be deemed to have occurred if (a) any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended, as in effect on the date hereof) shall own, directly or indirectly, beneficially or of record, shares representing more than 20% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, (b) a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied by persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated, or (c) any change in control (or similar event, however denominated) with respect to the Borrower or any of the Subsidiaries shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which the Borrower or any Subsidiary is a party.

               “ Charges ” shall have the meaning assigned to such term in Section 9.09.

               “ Class ”, when used in respect of any Loan or Borrowing, shall refer to whether such Loan or Borrowing shall be a Revolving Loan or Borrowing or a Swingline Loan, and, in the case of a Revolving Loan or Borrowing and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or Swingline Commitment.

               “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

               “ Collateral ” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties.

               “ Collateral Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Commitment ” shall mean a Revolving Credit Commitment or Swingline Commitment.

               “ Commitment Fee ” shall have the meaning assigned to such term in Section 2.07(a).

               “ Communications ” shall have the meaning assigned to such term in Section 9.01.

               “ Confidential Information ” shall have the meaning assigned to such term in Section 9.16.

               “ Confidential Information Memorandum ” shall mean the Confidential Information Memorandum of the Borrower dated November 2008.

               “ Controlled Deposit Account ” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

               “ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) the aggregate amount of letter of credit fees paid during such period, (iii) consolidated income tax expense for such period, (iv) all amounts attributable to depreciation and amortization expense for such period, (v) all extraordinary charges for such period, (vi) all other non-cash charges (other than the write-down of current assets) for such period, (vii) all Milestone expenses paid during such period, (viii) Transaction Fees paid in cash during such period, (ix) all other non-recurring cash charges incurred for such period in connection with the Merger (including payments to officers, employees and directors as change of control payments, severance payments, special or retained bonuses and charges for repurchases or rollover of, or modifications to, stock options); provided that no more than $75,000,000 in the aggregate may be added back pursuant to this clause during the term of this Agreement and (x) all other non-recurring cash charges incurred during such period; provided that no more than $125,000,000 in the aggregate may be added back pursuant to this clause during the term of this Agreement and minus (b) without duplication (i) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(vi) above in a previous period and (ii) to the extent included in determining such Consolidated Net Income, any extraordinary gains and all non-cash

items of income for such period, all as determined on a consolidated basis with respect to the Borrower and the Subsidiaries in accordance with GAAP; provided that solely for purposes of calculating the Leverage Ratio in connection with determining compliance with Section 6.12 for any period and the Consolidated Interest Expense Coverage Ratio with respect to the first three full fiscal quarters ended after the Amendment No. 1 Effective Date (A) the Consolidated EBITDA of any Acquired Entity acquired by the Borrower or any Subsidiary pursuant to a Permitted Acquisition during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and (B) the Consolidated EBITDA of any person or line of business sold or otherwise disposed of by the Borrower or any Subsidiary during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period). For purposes of determining the Consolidated Interest Expense Coverage Ratio and the Leverage Ratio as of or for the periods ended on March 31, 2009 and June 30, 2009, Consolidated EBITDA will be deemed to be equal to (i) for the fiscal quarter ended June 30, 2008, $175,000,000 and (ii) for the fiscal quarter ended September 30, 2008, $189,000,000.

               “ Consolidated Interest Expense ” shall mean, for any period, the interest expense, both expensed and capitalized (including the interest component in respect of Capital Lease Obligations and Synthetic Lease Obligations), accrued or paid by the Borrower and the Subsidiaries during such period, determined on a consolidated basis in accordance with GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Borrower and the Subsidiaries with respect to interest rate Hedging Agreements.

               “ Consolidated Interest Expense Coverage Ratio ” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period; provided that (i) for the purpose of determining the Consolidated Interest Expense Coverage Ratio, no effect shall be given to FASB Staff Position No. APB 14-1 dated May 9, 2008 and (ii) for the first three consecutive full fiscal quarters ending on or after the Amendment No. 1 Effective Date, Consolidated Interest Expense shall be deemed to be equal to (a) the Consolidated Interest Expense for the first such fiscal quarter, multiplied by 4, (b) the sum of Consolidated Interest Expense for the first and second such fiscal quarters, multiplied by 2 and (c) the sum of Consolidated Interest Expense for the first, second and third fiscal quarters ended, multiplied by 4/3, respectively.

               “ Consolidated Net Income ” shall mean, for any period, the net income or loss of the Borrower and the Subsidiaries for such period, as determined on a consolidated basis in accordance with GAAP; provided that there

shall be excluded (a) the income of any person (other than the Borrower) in which any other person (other than the Borrower or a Wholly Owned Subsidiary or any director holding qualifying shares in accordance with applicable law) has a joint equity interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or a Wholly Owned Subsidiary by such person during such period, (b) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (c) the income or loss of any person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such person’s assets are acquired by the Borrower or any Subsidiary, and (d) any gains attributable to sales of assets out of the ordinary course of business.

               “ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

               “ Convertible Note Indenture ” shall mean the Indenture dated as of March 29, 2006, between King Pharmaceuticals, Inc., the subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee.

               “ Convertible Notes ” shall mean 1 ¹ / ₄ % convertible senior notes due April 1, 2026, issued pursuant to the Convertible Note Indenture.

               “ Co-Documentation Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Co-Syndication Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Credit Event ” shall have the meaning assigned to such term in Section 4.01.

               “ Credit Facilities ” shall mean the revolving credit, swingline and letter of credit facilities provided for by this Agreement.

               “ Current Assets ” shall mean, at any time, the consolidated current assets (other than cash and Permitted Investments) of the Borrower and the Subsidiaries.

               “ Current Liabilities ” shall mean, at any time, the consolidated current liabilities of the Borrower and the Subsidiaries at such time, but

excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding Revolving Loans and Swingline Loans.

               “ Default ” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

               “ Defaulting Lender ” shall mean (a) any Lender that has (i) defaulted in its obligation to make a Loan or to fund its participation in a Letter of Credit or Swingline Loan required to be made or funded by it hereunder, or (ii) notified the Administrative Agent or a Loan Party in writing that it does not intend to satisfy any such obligation, or (b) any Lender that has become insolvent, is the subject of any bankruptcy, insolvency, receivership or similar proceedings or the assets or management of which has been taken over by (or at the direction of) any Governmental Authority; provided that, for the purpose of Sections 2.03(a) and 2.21(a), “Defaulting Lender” shall include any Lender that, in the good faith judgment of the Swingline Lender, is reasonably likely to become a Defaulting Lender; and provided further that, for the purpose of Sections 2.04(a) and 2.21(a), “Defaulting Lender” shall include any Lender that, in the good faith judgment of the Issuing Bank, is reasonably likely to become a Defaulting Lender.

               “ Deposit Account Control Agreement ” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

               “ Disqualified Stock ” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the first anniversary of the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the first anniversary of the Maturity Date; provided that for the purpose of this definition, the Maturity Date shall be determined without regard to the proviso to the definition thereof.

               “ dollars ” or “ $ ” shall mean lawful money of the United States of America.

               “ Domestic Subsidiary ” shall mean a Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

               “ Effective Date ” shall mean the date on which the conditions set forth in Section 4.02 are satisfied (or waived in accordance with Section 9.08).

               “ environment ” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata or as otherwise defined in any Environmental Law.

               “ Environmental Claim ” shall mean any written allegation, notice of violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of, any Governmental Authority or any person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death), Remedial Action costs, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon (a) the existence, or the continuation of the existence, of a Release (including sudden or non-sudden, accidental or non-accidental Releases), (b) exposure to any Hazardous Material, (c) the presence, use, handling, generation, transportation, storage, treatment or disposal of any Hazardous Material or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

               “ Environmental Law ” shall mean any and all applicable present and future treaties, laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of or exposure to any Hazardous Material or to health and safety matters, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq . (collectively “ CERCLA ”), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901 et seq ., the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq ., the Clean Air Act of 1970, as amended, 42 U.S.C. § 7401 et seq ., the Toxic Substances Control Act of 1976, 15 U.S.C. § 2601 et seq ., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. § 651 et seq ., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq ., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. § 300(f) et seq ., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq ., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq ., and any similar or implementing foreign, state or local law, and all amendments or regulations promulgated under any of the foregoing.

               “ Environmental Permit ” shall mean any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

               “ Equity Interests ” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in any person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

               “ Equity Issuance ” shall mean any issuance or sale by the Borrower or any Subsidiary of any Equity Interests of the Borrower or such Subsidiary, as applicable, except in each case for (a) any issuance or sale to the Borrower or any Subsidiary, (b) any issuance of directors’ qualifying shares, and (c) sales or issuances of common stock of the Borrower to management or employees of the Borrower or any Subsidiary under any employee stock incentive, stock option or stock purchase plan (or other equity-based compensation plan or arrangement) or employee benefit plan in existence from time to time.

               “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

               “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

               “ ERISA Event ” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) with respect to which the Borrower or any such Subsidiary could otherwise have or incur material liabilities.

               “ Eurodollar Borrowing ” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

               “ Eurodollar Revolving Loan ” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

               “ Event of Default ” shall have the meaning assigned to such term in Article VII.

               “ Excess Cash Flow ” shall mean, for any fiscal year of the Borrower, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) reductions to non-cash working capital of the Borrower and the Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year) over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Borrower and the Subsidiaries with respect to such fiscal year, (ii) Consolidated Interest Expense for such fiscal year paid in cash, (iii) Capital Expenditures made in cash in accordance with Section 6.10 during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (iv) permanent repayments of Indebtedness (other than mandatory prepayments of Loans under Section 2.13) made in cash by the Borrower and the Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) the aggregate amount of letter of credit fees paid in cash by the Borrower and the Subsidiaries during such fiscal year, (vi) the aggregate amount of Milestone payments made in cash by the Borrower and the Subsidiaries during such fiscal year, (vii) to the extent added to Consolidated Net Income in the calculation of Consolidated EBITDA for such fiscal year, (x) all Transaction Fees paid in cash during such fiscal year, (y) the aggregate amount of other non-recurring cash charges incurred during such fiscal year in connection with the Merger (including payments to officers, employees and directors as change of control payments, severance payments, special or retained bonuses and charges for repurchases or rollover of, or modifications to, stock options); provided that no more than $75,000,000 in the aggregate may be deducted pursuant to this clause (y) during the term of this Agreement and (z) the aggregate amount of other non-recurring cash charges incurred by the Borrower and the Subsidiaries during such fiscal year; provided that no more than $125,000,000 in the aggregate may be deducted pursuant to this clause (z) during the term of this Agreement and (viii) additions to non-cash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year).

               “ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located ( provided, however , that none of any Lender or Issuing Bank or any other recipient shall be deemed to be located in any jurisdiction solely as a result of receiving any payments under, or taking any other action related to, any loan under this or any other agreement), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section  2.21(a)), any withholding tax that (i) is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.20(a) or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.20(e).

               “ Existing Credit Agreement ” shall mean the Credit Agreement dated as of April 23, 2002, as amended by the First Amendment dated as of March 22, 2006, among the Borrower, the lenders named therein, and Credit Suisse, as administrative agent and collateral agent.

               “ Existing Letters of Credit ” means the existing letters of credit issued under the Existing Credit Agreement and listed on Schedule 1.01(a). The Borrower shall be deemed to have requested the issuance of each Existing Letter of Credit for the purpose hereof.

               “ Extraordinary Receipt ” shall mean any cash received by or paid to or for the account of the Borrower or any Subsidiary in respect of any purchase price adjustments or indemnity payments payable in connection with the Acquisition.

               “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

               “ Fee Letter ” shall mean the Fee Letter dated March 5, 2007, among the Borrower, the Administrative Agent and Credit Suisse.

               “ Fees ” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank Fees.

               “ Financial Officer ” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

               “ Foreign Lender ” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

               “ Foreign Subsidiary ” shall mean any Subsidiary that is not a Domestic Subsidiary.

               “ Fronting Fee ” shall have the meaning assigned to such term in Section 2.07(c).

               “ GAAP ” shall mean United States generally accepted accounting principles applied on a consistent basis.

               “ Governmental Authority ” shall mean any Federal, state, local, foreign or transnational court or governmental agency, authority, instrumentality or regulatory body.

               “ Granting Lender ” shall have the meaning assigned to such term in Section 9.04(i).

               “ Guarantee ” of or by any person shall mean any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

               “ Guarantee and Collateral Agreement ” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D, among the Borrower, the Subsidiaries party thereto and the Collateral Agent.

               “ Guarantors ” shall mean the Subsidiary Guarantors.

               “ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or gaseous wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls (“ PCBs ”) or PCB containing materials or equipment, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any environmental law.

               “ Health Care Laws ” shall mean any and all applicable current and future treaties, laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by the Food and Drug Administration, the Center for Medicare and Medicaid Services, the Department of Health and Human Services (“ HHS ”), the Office of Inspector General of HHS, the Drug Enforcement Administration or any other Governmental Authority (including any professional licensing laws, certificate of need laws and state reimbursement laws), relating in any way to the manufacture, distribution, marketing, sale, supply or other disposition of any product or service of the Borrower or any Subsidiary, the conduct of the business of the Borrower or any Subsidiary, the provision of health care services generally, or to any relationship among the Borrower and the Subsidiaries, on the one hand, and their suppliers and customers and patients and other end-users of their products and services, on the other hand.

               “ Hedging Agreement ” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

               “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvement Act of 1970.

               “ Indebtedness ” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid, (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured

by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i) all Synthetic Lease Obligations of such person, (j) net obligations of such person under any Hedging Agreements, valued at the Agreement Value thereof, (k) all obligations of such person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such person or any other person or any warrants, rights or options to acquire such equity interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (l) all obligations of such person as an account party in respect of letters of credit and (m) all obligations of such person in respect of bankers’ acceptances. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner.

               “ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes.

               “ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).

               “ Interest Payment Date ” shall mean (a) with respect to any ABR Loan (including any Swingline Loan), the last Business Day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

               “ Interest Period ” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 (or, if agreed to by each Lender, 9) months thereafter, as the Borrower may elect; provided, however , that, (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period and (c) no Interest Period for any Loan shall extend beyond the maturity date of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such

Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

               “ Issuing Bank ” shall mean, at any time, Credit Suisse and each other person that is listed on Schedule 2.04 or that shall have become an Issuing Bank hereunder as provided in Section 2.04(j) (other than any person that shall have ceased to be an Issuing Bank as provided in Section 2.04(i)), each in its capacity as an issuer of Letters of Credit hereunder.

               “ Issuing Bank Agreement ” shall have the meaning assigned to such term in Section 2.04(j).

               “ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.07(c).

               “ Joint Arrangers ” shall mean Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC.

               “ L/C Commitment ” shall mean, as to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.04. The initial amount of each Issuing Bank’s L/C Commitment is specified on Schedule 2.04 or in the Issuing Bank Agreement pursuant to which it shall have become an Issuing Bank.

               “ L/C Disbursement ” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

               “ L/C Exposure ” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time. The L/C Exposure of any Lender at any time shall mean its Pro Rata Percentage of the aggregate L/C Exposure at such time.

               “ L/C Participation Fee ” shall have the meaning assigned to such term in Section 2.07(c).

               “ Lenders ” shall mean the financial institutions listed on Schedule 2.01 and any other financial institution that has become a party hereto pursuant to an Assignment and Acceptance, other than any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

               “ Letter of Credit ” shall mean (i) any letter of credit issued pursuant to Section 2.04 and (ii) the Existing Letters of Credit.

               “ Leverage Ratio ” shall mean, on any date, the ratio of (a) Total Funded Debt on such date to (b) Consolidated EBITDA for the most recently ended period of four fiscal quarters, all as determined on a consolidated basis in accordance with GAAP.

               “ LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the date which is two Business Days prior to the beginning of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates) for a period equal to such Interest Period, provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “ LIBO Rate ” shall be the interest rate per annum determined by the Administrative Agent equal to the average of the rates per annum (rounded upwards, if necessary, to the next 1/16 of 1%) at which deposits in dollars are offered for such Interest Period by two major banks selected by the Administrative Agent in the London interbank market at approximately 11:00 a.m., London time, on the date two Business Days prior to the beginning of such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of an amount equal to the applicable Loans and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

               “ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

               “ Loan Documents ” shall mean this Agreement, the Letters of Credit, the Security Documents, any promissory notes issued pursuant to Section 2.06 and any other document executed in connection with the foregoing.

               “ Loan Parties ” shall mean the Borrower and the Subsidiary Guarantors.

               “ Loans ” shall mean the Revolving Loans and the Swingline Loans.

               “ Managing Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

               “ Material Adverse Effect ” shall mean one or more events, changes or effects which, individually or in the aggregate, have had or could reasonably be expected to have a material adverse effect on (a) the business, assets, results of operations, condition (financial or otherwise) or prospects of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document to which it is or will be a party or (c) the validity or enforceability of any of the Loan Documents or any other documents entered into in connection with the Transactions or other transactions contemplated thereby or the rights, remedies and benefits available to the parties thereunder; provided that solely for the purposes of determining whether the condition in Section 4.01(b) has been satisfied on the Amendment No. 1 Effective Date, a “ Material Adverse Effect ” shall be deemed to have occurred for purposes of Section 3.06(a) if (x) there shall have occurred any event, change or condition since December 31, 2007 that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise), operating results, projections or prospects of the Target and its subsidiaries, taken as a whole, or (y) there shall have occurred any event, change or condition since December 31, 2007 that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise), operating results, projections or prospects of the Borrower and its subsidiaries, taken as a whole. For the avoidance of doubt, neither a Skelaxin Expiration Event nor a Skelaxin Trigger Event shall constitute a Material Adverse Effect.

               “ Material Foreign Subsidiary ” shall mean any Foreign Subsidiary (a) the consolidated revenues of which for the most recent period of four fiscal quarters of the Borrower for which audited financial statements have been delivered pursuant to Section 5.04 were greater than 2.5% of the Borrower’s total consolidated revenues for such period or (b) the consolidated assets of which as of the end of such period were greater than 2.5% of the Borrower’s total consolidated assets as of such date.

               “ Material Indebtedness ” shall mean Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower or any Subsidiary in an aggregate principal amount exceeding $35,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging Agreement at such time.

               “ Material Leased Property ” shall have the meaning assigned to such term in Section 3.20(b).

               “ Maturity Date ” shall mean April 19, 2012; provided that, notwithstanding the foregoing, the Maturity Date shall be October 1, 2011 (or, if such date is not a Business Day, the immediately preceding Business Day) unless (a) the Convertible Notes shall have been refinanced in full on terms reasonably satisfactory to the Administrative Agent on or prior to October 1, 2011 and (b) the Administrative Agent shall have notified the Borrower in writing on or prior to October 1, 2011 of the satisfaction of clause (a).

               “ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09.

               “ Merger ” shall mean the merger on the Merger Date of Merger Sub with and into Target, with Target being the surviving entity, in accordance with the Merger Agreement.

               “ Merger Agreement ” shall mean the Agreement and Plan of Merger dated as of November 23, 2008 among the Borrower, Merger Sub and the Target, as amended from time to time in compliance with Section 6.09(b).

               “ Merger Date ” shall mean the date on which the Merger is consummated.

               “ Merger Sub ” shall mean Albert Acquisition Corp., a wholly owned Delaware subsidiary of the Borrower.

               “ Milestone ” shall mean all in-process research and development costs and payments due upon achievement of certain clinical, regulatory and sales conditions.

               “ Moody’s ” shall mean Moody’s Investors Service, Inc., or any successor thereto.

               “ Mortgaged Properties ” shall mean, initially, the owned real properties and leasehold and subleasehold interests of the Loan Parties specified on Schedule 1.01(c), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.13.

               “ Mortgages ” shall mean the mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security documents delivered pursuant to Section 3(e) of Amendment No. 1 or pursuant to Section 5.13, each substantially in the form of Exhibit E.

               “ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

               “ Non-Consenting Lender ” means any Lender that withholds its consent to any proposed amendment, modification or waiver that cannot become effective without the consent of such Lender under Section 9.08, and that has been consented to by the Required Lenders.

               “ Net Cash Proceeds ” shall mean (a) with respect to any Asset Sale, the cash proceeds thereof (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (i) selling expenses (including actual broker’s fees or commissions, legal fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale ( provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (other than Term Indebtedness) which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided, however , that, if (x) the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and its Subsidiaries within 180 days of receipt of such proceeds, (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and (z) such proceeds are not proceeds of any Required Divestiture, such proceeds shall not constitute Net Cash Proceeds except to the extent that either (A) such proceeds are not so used, and no legally binding commitment to so use such proceeds has been entered into with an entity that is not an Affiliate of the Borrower or its Subsidiaries, on or prior to the end of such 180-day period or (B) a legally binding commitment to so use such proceeds has been entered into on or prior to the end of such 180-day period with an entity that is not an Affiliate of the Borrower or its Subsidiaries, but such proceeds are not so used on or prior to the 90th day following the end of such 180-day period, in either case, at which time such proceeds shall be deemed to be Net Cash Proceeds; provided further that no cash proceeds of an Asset Sale shall constitute Net Cash Proceeds until the aggregate amount of all Net Cash Proceeds from Asset Sales (without giving effect to this proviso) exceeds $5,000,000; (b) with respect to any issuance or incurrence of Indebtedness or any Equity Issuance or with respect to any ARS Liquidation Event, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith (and, in

the case of any ARS Liquidation Event, net of the principal amount, premium or penalty, if any, interest or other amount on any Permitted ARS Indebtedness which is required to be paid with such proceeds); and (c) with respect to any Extraordinary Receipt, the cash proceeds thereof; provided further that for purposes of this definition, an ARS Liquidation Event shall be governed by clause (b).

               “ Obligations ” shall mean all obligations defined as “Revolving Secured Obligations” in the Guarantee and Collateral Agreement and the guarantees thereof set forth in the Guarantee and Collateral Agreement.

               “ OFAC ” shall have the meaning assigned to such term in Section 3.24.

               “ Other Taxes ” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

               “ Patriot Act ” shall have the meaning assigned to such term in Section 9.18.

               “ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

               “ Perfection Certificate ” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

               “ Permitted Acquisition ” shall have the meaning assigned to such term in Section 6.04(l).

               “ Permitted ARS Indebtedness ” shall mean any Indebtedness of the Borrower or any other Loan Party that is secured solely by Liens permitted under Section 6.02(o) and that is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent.

               “ Permitted Investments ” shall mean:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof;

     (b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at the date of acquisition, a

rating of at least “Prime 1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;

     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent, the Collateral Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “Prime 1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;

     (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

     (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above;

     (f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing; and

     (g) other investment instruments approved in writing by the Required Lenders.

          For the avoidance of doubt, auction rate securities shall not constitute Permitted Investments.

               “ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

               “ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

               “ Platform ” shall have the meaning assigned to such term in Section 9.01.

               “ Prime Rate ” shall mean the rate of interest per annum announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City, New York; each change in the Prime Rate shall be effective on the date such change is announced as being effective.

               “ Properties ” shall have the meaning assigned to such term in Section 3.17(a).

               “ Pro Rata Percentage ” of any Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have been terminated, the Pro Rata Percentages of the Lenders shall be determined by reference to the Revolving Credit Commitments most recently in effect (giving effect to any assignments pursuant to Section 9.04).

               “ Public Lender ” shall have the meaning assigned to such term in Section 9.01.

               “ Qualified Capital Stock ” of any person shall mean any Equity Interest of such person that is not Disqualified Stock.

               “ Register ” shall have the meaning assigned to such term in Section 9.04(d).

               “ Regulation T ” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

               “ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

               “ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

               “ Related Fund ” shall mean, with respect to any Lender that is a fund that invests in loans, any other fund that invests in loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

               “ Related Parties ” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, trustees, agents and advisors of such person and such person’s Affiliates.

               “ Release ” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the environment.

               “ Remedial Action ” shall mean (a) “remedial action” as such term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health, welfare or the environment; or (iii) perform studies and investigations in connection with, or as a precondition to, clause (i) or (ii) above.

               “ Required Divestiture ” means any Asset Sale required by the applicable Governmental Authority as a condition to obtaining any approval to, or as a condition to not objecting to, restraining or preventing, the Acquisition under the HSR Act.

               “ Required Lenders ” shall mean, at any time, Lenders having Revolving Loans, L/C Exposures, Swingline Exposures and unused Revolving Credit Commitments representing a majority of the sum of all outstanding Revolving Loans, L/C Exposures, Swingline Exposures and unused Revolving Credit Commitments.

               “ Responsible Officer ” of any person shall mean the chief executive officer, the president or any Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

               “ Restricted Indebtedness ” shall mean Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09.

               “ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary.

               “ Revolving Borrowing ” shall mean a Borrowing comprised of Revolving Loans.

               “ Revolving Credit Commitment ” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.11 or 2.13 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

               “ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

               “ Revolving Loans ” shall mean the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01. Each Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Revolving Loan.

               “ S&P ” shall mean Standard & Poor’s Ratings Services, or any successor thereto.

               “ SEC ” shall mean the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

               “ Secured Parties ” shall mean the “Revolving Secured Parties” as defined in the Guarantee and Collateral Agreement.

               “ Security Documents ” shall mean the Mortgages, the Guarantee and Collateral Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.13.

               “ Shares ” shall mean all of the issued and outstanding shares of Class A Common Stock, par value $0.20 per share, together with the associated preferred stock purchase rights, of the Target.

               “ Skelaxin Expiration Event ” shall mean that any one or more of the following shall have occurred: (i) U.S. Patent Nos. 6,407,128, 6,683,102 or any other United States Patent listed in the Food and Drug Administration’s Orange Book with reference to Skelaxin (the “ Skelaxin Patents ”) shall have expired, (ii) any final non-appealable judgment of any court of competent jurisdiction shall have been entered holding that any Skelaxin Patent is non-infringed, invalid or unenforceable or (iii) any authorized sale in the United States of a Food and Drug Administration approved generic product of the same dosage, form and strength as Skelaxin (metaxalone) shall have occurred.

               “ Skelaxin Trigger Event ” shall mean that, as a result of a Skelaxin Expiration Event, the revenue of the Borrower and the Subsidiaries for any fiscal quarter shall be more than 20% less than the revenue of the Borrower and the Subsidiaries for the corresponding fiscal quarter of the prior fiscal year, in each case as determined on a consolidated basis in accordance with GAAP.

               “ SPC ” shall have the meaning assigned to such term in Section 9.04(i).

               “ Specified Share ” shall mean (i) at any time following the Term Loan Facility Termination, 100% and (ii) at any time prior to the Term Loan Facility Termination, a fraction expressed as a percentage, the numerator of which is the outstanding Revolving Credit Commitment at such time and the denominator of which is the sum of (x) the outstanding Revolving Credit Commitment at such time whether used or unused plus (y) the aggregate outstanding amounts of loans and unused commitment under the Term Loan Credit Agreement at such time.

               “ Statutory Reserves ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board for Eurocurrency Liabilities (as defined in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Revolving Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

               “ subsidiary ” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

               “ Subsidiary ” shall mean any and all subsidiaries of the Borrower.

               “ Subsidiary Guarantor ” shall mean each Subsidiary listed on Schedule 1.01(b), and each other Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement.

               “ Swingline Commitment ” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.03, as the same may be reduced from time to time pursuant to Sections 2.11 or 2.13.

               “ Swingline Exposure ” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

               “ Swingline Lender ” shall have the meaning assigned to such term in the preamble to this Agreement.

               “ Swingline Loan ” shall mean any loan made by the Swingline Lender pursuant to Section 2.03.

               “ Swingline Maturity Date ” shall mean, as to any Swingline Loan, the earlier of the Maturity Date and the date that is 30 days after the date on which such Loan was made.

               “ Synthetic Lease ” shall mean, as to any person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such person is the lessor.

               “ Synthetic Lease Obligations ” shall mean, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

               “ Synthetic Purchase Agreement ” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

               “ Target ” shall mean Alpharma Inc., a Delaware corporation.

               “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

               “ Tender Offer ” shall mean the offer to purchase for cash all of the Shares by Merger Sub pursuant to the Tender Offer Documentation and in accordance with the Merger Agreement.

               “ Tender Offer Documentation ” shall mean the definitive documents filed with the SEC with respect to the Tender Offer, including (x) the Offer to Purchase for Cash all outstanding Shares dated as of September 12, 2008 as extended on October 13, 2008 and further extended on November 24, 2008 and as modified to reflect the changes thereto set forth in the Merger Agreement and (y) the related Letter of Transmittal, each as amended from time to time in compliance with Section 6.09(b).

               “ Term Indebtedness ” shall mean Indebtedness of the Borrower under the Term Loan Credit Agreement and all guarantees thereof by any Subsidiary Guarantor and all refinancings, renewals and extensions thereof that are permitted by Section 6.01(l).

               “ Term Liens ” shall have the meaning assigned to such term in Section 6.02(r).

               “ Term Loan Credit Agreement ” shall mean the Term Loan Credit Agreement dated as of the Amendment No. 1 Effective Date among the Borrower, Credit Suisse as Administrative Agent, and the other agents and lenders party thereto from time to time, as amended from time to time in accordance with Section 6.09 and any term loan credit agreement governing any refinancing, renewal or extension of Indebtedness thereunder as permitted by Section 6.01(l).

               “ Term Loan Documents ” shall mean the “Loan Documents” under, and as defined in, the Term Loan Credit Agreement, and any documents governing refinancings, renewals and extensions of the Indebtedness under the Term Loan Credit Agreement that are permitted by Section 6.01(l).

               “ Term Loan Facility Termination ” shall occur when all commitments under the Term Loan Credit Agreement shall have terminated or expired, and the principal of all loans outstanding under the Term Loan Credit Agreement, and all interest on such loans and all other amounts outstanding under the Term Loan Credit Agreement (other than contingent indemnification and expense reimbursement obligations as to which no claim shall have been asserted) shall have been paid in full.

               “ Term Refinanced Indebtedness ” shall have the meaning assigned to such term in Section 6.01(l).

               “ Term Refinancing Indebtedness ” shall have the meaning assigned to such term in Section 6.01(l).

               “ Total Funded Debt ” shall mean, as of any date of determination, without duplication, the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date (other than Indebtedness of the type referred to in clauses (i), (j), (k) and (l) of the definition of such term, except, (x) in the case of such clause (j), to the extent of the Agreement Value of any Hedging Agreement that has been terminated and (y) in the case of such clause (l), to the extent of any unreimbursed drawings thereunder).

               “ Total Revolving Credit Commitment ” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.

               “ Transaction Fees ” means fees or expenses in an aggregate amount not exceeding $70,000,000 for the term of this Agreement incurred or paid by Borrower or any Subsidiary in connection with the Transactions.

               “ Transactions ” shall mean, collectively, (a) the execution, delivery and performance by the Borrower and Merger Sub of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, (b) the consummation of the Tender Offer, (c) the execution, delivery and performance by the Loan Parties of the Loan Documents and the Term Loan Documents to which they are a party and the making of the borrowings hereunder or thereunder and (d) the payment of related fees and expenses.

               “ Type ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall include the Adjusted LIBO Rate and the Alternate Base Rate.

               “ Uniform Commercial Code ” shall mean the Uniform Commercial Code in effect from time to time in the State of New York; provided, however , that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

               “ Uniform Customs ” shall have the meaning assigned to such term in Section 9.07.

          “ Wholly Owned Subsidiary ” of any person shall mean a subsidiary of such person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such person or one or more wholly owned Subsidiaries of such person or by such person and one or more wholly owned Subsidiaries of such person.

          “ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          “ Withdrawal Certificate ” shall have the meaning assigned to such term in Section 5.16.

          SECTION 1.02. Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement, (b) any reference to any statute, regulation or other law shall be construed (i) as referring to such statute, regulation or other law as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, regulations or other laws) and (ii) to include all official rulings and interpretations thereunder, (c) any reference herein to any person shall be construed to include such person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) the words “assets” or “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however , that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment No. 1 Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the

application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

          SECTION 1.03. Pro Forma Calculations . All computations required to be made hereunder to demonstrate pro forma compliance with any covenant after giving effect to any acquisition, investment, sale, disposition or similar event shall reflect on a pro forma basis such event and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event; provided that projected synergies or similar benefits may be included to the extent permitted to be recognized in pro forma statements prepared in accordance with Regulation S-X under the Securities Act.

ARTICLE II

The Credits

          SECTION 2.01. Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on or after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

          SECTION 2.02. Loans . (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however , that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to paragraph (f) below, the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the Revolving Credit Commitments.

          (b) Subject to Sections 2.10 and 2.15, each Borrowing (other than Swingline Loans) shall be comprised entirely of ABR Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.05. Each Swingline Loan shall be an ABR Loan. Each Lender may at its option make any Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however , that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings being outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

          (c) Except with respect to Loans made pursuant to paragraph (f) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account in the name of the Borrower designated by the Borrower in the applicable Borrowing Request (or, in the case of Loans made on the Effective Date, first apply such amounts to pay amounts outstanding under the Existing Credit Agreement) or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

          (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing (which payment shall not

constitute a waiver of, or otherwise adversely affect, the Borrower’s rights against such Lender, if any) and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

          (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing or the conversion or continuation of any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

          (f) If the applicable Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.04(e) in respect of any L/C Disbursement within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and the Administrative Agent will promptly notify each Lender of such amount and its Pro Rata Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and 4.01(c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.04(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such

amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.08(a) (which payment shall not constitute a waiver of, or otherwise adversely affect, the Borrower’s rights against such Lender, if any) and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

          SECTION 2.03. Swingline Loans . (a) Swingline Commitment . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower at any time and from time to time on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Credit Commitments in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all Swingline Loans exceeding $20,000,000 or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any Swingline Loan, exceeding the Total Revolving Credit Commitment; provided that the Swingline Lender shall not make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $500,000. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.03 or elsewhere in this Agreement, (i) the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default in accordance with Section 9.08(b).

          (b) Swingline Loans . The Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) by facsimile, or by telephone (promptly confirmed by facsimile), not later than 10:00 a.m., New York City time, on the day of a proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable, shall refer to this Agreement and shall specify the requested date (which shall be a Business

Day) and amount of such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender by 2:00 p.m., New York City time, on the day such Swingline Loan is so requested.

          (c) Prepayment . The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving irrevocable written or facsimile notice (or telephone notice promptly confirmed by written, or facsimile notice) to the Swingline Lender (with a copy to the Administrative Agent) before 12:00 (noon), New York City time, on the date of prepayment at the Swingline Lender’s address for notices specified on Schedule 2.01 .

          (d) Interest . Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.09, shall bear interest as provided in Section 2.08(a).

          (e) Participations . The Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day, in its sole discretion, require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding; provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Article VII(g) or Article VII(h)) or upon the exercise of any of the remedies provided in the last paragraph of Article VII. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. In furtherance of the foregoing, each Lender hereby irrevocably, absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is irrevocable, absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, with the necessary changes, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the

Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

          SECTION 2.04. Letters of Credit . (a) General . (i) The Borrower may request the issuance of a Letter of Credit (A) for its own account or (B) for the account of any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time on and after the Effective Date while the Revolving Credit Commitments remain in effect. This Section shall not be construed to impose an obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, in the event that a Lender is a Defaulting Lender, no Issuing Bank shall be required to issue any Letter of Credit unless such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of each L/C Disbursement. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit referred to in clause (B) of the first sentence of this paragraph, it will be fully responsible for the reimbursement of L/C Disbursements, the payment of interest thereon and the payment of L/C Participation Fees and other fees due under Section 2.07 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor of the obligations of any Subsidiary that shall be an account party in respect of any such Letter of Credit).

          (ii) On the Effective Date, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have granted to each Lender and each Lender shall be deemed to have purchased from such Issuing Bank a participation in such Existing Letter of Credit in accordance with paragraph (d) below. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. Any Lender that issued an Existing Letter of

Credit but shall not have entered into an Issuing Bank Agreement shall have the rights of an Issuing Bank as to such Letter of Credit for purposes of this Section 2.04.

          (b) Notice of Issuance; Amendment, Renewal, Extention; Certain Conditions . In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the Borrower shall hand deliver or facsimile to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (A) the L/C Exposure shall not exceed $40,000,000, (B) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment and (C) the portion of the L/C Exposure attributable to Letters of Credit of the Issuing Bank requested to issue or amend, renew or extend such Letter of Credit shall not exceed the L/C Commitment of such Issuing Bank.

          (c) Expiration Date . Each Letter of Credit shall expire at the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit and (ii) the date that is five Business Days prior to the Maturity Date, unless such Letter of Credit expires by its terms on an earlier date; provided that any Letter of Credit may provide for renewal thereof under customary “evergreen” provisions reasonably satisfactory to the applicable Issuing Bank for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).

          (d) Participations . By the issuance of a Letter of Credit and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender, and each such Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby irrevocably, absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such

Lender’s Pro Rata Percentage of each L/C Disbursement made by each Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.02(f). Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is irrevocable, absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement . If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall pay or cause the Subsidiary for whose account such Letter of Credit shall have been issued to pay to the Administrative Agent an amount equal to such L/C Disbursement not later than two hours after the Borrower shall have received notice from the Issuing Bank that payment of such draft will be made, or, if the Borrower shall have received such notice later than 10:00 a.m., New York City time, on any Business Day, not later than 10:00 a.m., New York City time, on the immediately following Business Day.

          (f) Obligations Absolute . The Borrower’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

     (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

     (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

     (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, any Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

     (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

     (v) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

     (vi) any other act, or omission to act, or delay of any kind of any Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

          Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or willful misconduct of the Issuing Banks. However, the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that any Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, and make payment under such Letter of Credit, unless, in the Issuing Bank’s judgment, it has received information that proves any such documents to be forged or fraudulent; provided that the Issuing Bank shall not be liable in any respect for any error made as a result of, or damages resulting from, the exercise of its judgment with regard to any such documents if such judgment is made in good faith. The parties hereto expressly agree that (i) such Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under a Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to the Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in substantial compliance with the terms of the Letter of Credit, and whether or not any other statement or any other document presented pursuant to the Letter of Credit proves to be forged, fraudulent or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under the Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the applicable Issuing Bank.

          (g) Disbursement Procedures . The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents

purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by facsimile, to the Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such L/C Disbursement. The Administrative Agent shall promptly give each Lender notice thereof.

          (h) Interim Interest . If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of the Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment by the Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would apply to such amount if such amount were an ABR Loan.

          (i) Resignation or Removal of an Issuing Bank . An Issuing Bank may resign at any time by giving 90 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower, and may be removed at any time by the Borrower by notice to such Issuing Bank, the Administrative Agent and the Lenders. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Lender that shall agree to serve as a successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of such retiring Issuing Bank. Upon the resignation or