CREDIT AGREEMENT

Exhibit 10.2

$100,000,000

CREDIT AGREEMENT

dated as of September 18, 2006,

among

SCIELE PHARMA, INC.,
as the US Borrower,

SCIELE PHARMA CAYMAN LTD.,
as the Cayman Borrower

THE OTHER GUARANTORS PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO

and

UBS SECURITIES LLC,
as Joint Lead Arranger and Bookmanager,

LASALLE BANK NATIONAL ASSOCIATION,
as Joint Lead Arranger and Syndication Agent

and

UBS AG, STAMFORD BRANCH,
as Issuing Bank, Administrative Agent and Collateral Agent,

REGIONS BANK,
FIFTH THIRD BANK, and
BANK OF AMERICA, N.A.
as Co-Documentation Agents

and

UBS LOAN FINANCE LLC,
as Swingline Lender

Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, NY 10022-4834

TABLE OF CONTENTS

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this " Agreement ") dated as of September 18, 2006, among SCIELE PHARMA, INC., a Delaware corporation (" US Borrower "), SCIELE PHARMA CAYMAN LTD., an exempted company incorporated under Cayman Islands law (" Cayman Borrower "; and together with the US Borrower, " Borrowers ", and each individually a " Borrower "), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I ), the Lenders, UBS SECURITIES LLC and LASALLE BANK NATIONAL ASSOCIATION, as joint lead arrangers (in such capacity, " Arrangers "), LASALLE BANK NATIONAL ASSOCIATION as syndication agent (in such capacity, " Syndication Agent "), and UBS LOAN FINANCE LLC, as swingline lender (in such capacity, " Swingline Lender "), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, " Issuing Bank "), as administrative agent (in such capacity, " Administrative Agent ") for the Lenders and as collateral agent (in such capacity, " Collateral Agent ") for the Secured Parties and the Issuing Bank.

WITNESSETH:

WHEREAS, each of the Borrowers has requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Final Maturity Date, in an aggregate principal amount at any time outstanding to both Borrowers not in excess of $100,000,000.

WHEREAS , each of the Borrowers has requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the Final Maturity Date, in an aggregate principal amount at any time outstanding to both Borrowers not in excess of $5,000,000.

WHEREAS, each of the Borrowers has requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding for both Borrowers not in excess of $5,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers and their respective Subsidiaries.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12 .

NOW, THEREFORE, the Lenders are willing to extend such credit to each of the Borrowers and the Issuing Bank is willing to issue such letters of credit for the account of each Borrower, on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto 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 ", when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

" ABR Borrowing " shall mean a Borrowing comprised of ABR Revolving Loans.

" 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 .

" Acquisition Consideration " shall mean the license or purchase consideration for any Permitted Acquisition and all other payments by a Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, "earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that (a) any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by such Borrower or Subsidiary, and (b) in the case of a license of Intellectual Property, such future payment shall be considered Acquisition Consideration only to the extent it is payable within two years after commencement of such license.

" Adjusted LIBOR Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period.

" Administrative Agent " shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article X .

" Administrative Agent Fee " shall have the meaning assigned to such term in Section 2.05(b) .

" Administrative Questionnaire " shall mean an Administrative Questionnaire in substantially the form of Exhibit A .

" 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; provided , however , that, for purposes of Section 6.09 , the term "Affiliate" shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

" Agents " shall mean the Administrative Agent and the Collateral Agent; and " Agent " shall mean any of them.

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

" Alternate Base Rate " shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to

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ascertain the Federal Funds Effective Rate for any reason 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 Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

" Anti-Terrorism Laws " shall have the meaning assigned to such term in Section 3.21 .

" Applicable Fee " shall mean, for any day, with respect to any Commitment, the applicable percentage set forth in Annex I under the caption "Applicable Fee".

" Applicable Margin " shall mean, for any day, with respect to any Revolving Loan, the applicable percentage set forth in Annex I under the appropriate caption.

" Applicable Percentage " shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender’s Loans and Commitments.

" Approved Fund " shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

" Arrangers " shall have the meaning assigned to such term in the preamble hereto.

" Asset Sale " shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property (including any Intellectual Property and including any conveyance, sale, lease, sublease, assignment, transfer or other disposition from one Company to another Company) but excluding sales of inventory and dispositions of cash and cash equivalents, in each case, in the ordinary course of business, by any Borrower or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of any Borrower, in each case, to any person other than (i) a Borrower, (ii) any Guarantor or (iii) other than for purposes of Section 6.06 , any other Subsidiary.

" Assignment and Assumption " shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit B , or any other form approved by the Administrative Agent.

" Attributable Indebtedness " shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the relevant Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

" Bailee Letter " shall have the meaning assigned thereto in the Security Agreement.

" Base Rate " shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective.  The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

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" Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

" Board of Directors " shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers of such person, (c) in the case of any partnership, the Board of Directors of the general partner of such person and (d) in any other case, the functional equivalent of the foregoing.

" Borrower " and " Borrowers " shall have the meanings assigned to such terms in the preamble hereto.

" Borrowing " shall mean (a) Revolving Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

" Borrowing Request " shall mean a request by the US Borrower or the Cayman Borrower, as the case may be, in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C , or such other form as shall be approved by the Administrative Agent.

" Business Day " shall mean any day other than a Saturday, Sunday or other 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 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 Assets" shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements thereof , or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

" Capital Expenditures " shall mean, for any period, without duplication, all expenditures made directly or indirectly by the US Borrower and its Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), but excluding  any portion of such increase attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions.  For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

" 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.

" Cash Equivalents " shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and

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certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of "A" (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

" Cash Interest Expense " shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of "Consolidated Interest Expense" and (c) gross interest income of the US Borrower and its Subsidiaries for such period.

" Casualty Event " shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of the US Borrower or any of its Subsidiaries.  "Casualty Event" shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

" Cayman Borrower " shall have the meaning assigned to such term in the preamble hereto.

" Cayman Charged Property " shall mean the Charged Property (as defined in the Cayman Share Charge ) and all other property pledged or granted as collateral pursuant to the Cayman Share Charge.

" Cayman Deed of Charge" shall mean a Deed of Charge substantially in the form of Exhibit J-2 among the Cayman Borrower and Collateral Agent for the benefit of the Secured Parties.

" Cayman LC Disbursement " shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Cayman Letter of Credit.

" Cayman LC Exposure " shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Cayman Letters of Credit at such time plus (b) the aggregate principal amount of all Cayman Reimbursement Obligations outstanding at such time.  The Cayman LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate Cayman LC Exposure at such time.

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" Cayman LC Participation Fee " shall have the meaning assigned to such term in Section 2.05(c) .

" Cayman LC Request " shall mean a request by the Cayman Borrower in accordance with the terms of Section 2.18(A)(b) and substantially in the form of Exhibit H-1 , or such other form as shall be approved by the Administrative Agent.

" Cayman Letter of Credit " shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of the Cayman Borrower pursuant to Section 2.18(A) .

" Cayman Notes " shall mean any notes evidencing the Cayman Revolving Loans or Cayman Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1(A) or K-2(A) .

" Cayman Obligations " shall mean (a) obligations of the Cayman Borrower and the other Foreign Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Cayman Revolving Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Cayman Borrower and the other Foreign Loan Parties under this Agreement in respect of any Cayman Letter of Credit, when and as due, including payments in respect of Cayman Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including Foreign Guaranteed Obligations and fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Cayman Borrower and the other Foreign Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Cayman Borrower and the other Foreign Loan Parties under or pursuant to this Agreement and the other Loan Documents.

" Cayman Reimbursement Obligations " shall mean the Cayman Borrower’s obligations under Section 2.18(A)(e) to reimburse Cayman LC Disbursements.

" Cayman Revolving Loan " shall mean a Loan made by the Lenders to the Cayman Borrower pursuant to Section 2.01(a) .  Each Cayman Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loans.

" Cayman Revolving Exposure " shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Cayman Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s Cayman LC Exposure, plus the aggregate amount at such time of such Lender’s Cayman Swingline Exposure.

" Cayman Security Agreement " shall mean a Security Agreement substantially in the form of Exhibit J-3 among the Cayman Borrower and Collateral Agent for the benefit of the Secured Parties.

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" Cayman Share Charge " shall mean a Share Charge and Mortgage substantially in the form of Exhibit J-1 between the US Borrower and Collateral Agent for the benefit of the Secured Parties.

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

" Cayman Swingline Loan " shall mean any loan made by the Swingline Lender pursuant to Section 2.17(A)(a) .

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

" Change in Control " shall mean the occurrence of one or more of the following events:

(a)           any sale, lease, exchange or other transfer (in one transaction or a series of related transactions), directly or indirectly, of all or substantially all of the assets of either of the Borrowers or the Companies taken as a whole, to any person or group of related persons, as defined in Section 13(d) of the Exchange Act (a "Group" ) other than a sale, transfer, lease, conveyance or other disposition of all or substantially all of the property of assets that falls within the description contained in clause (b) below; or

(b)           there occurs any transaction or event or any series of transactions or events (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) in connection with which all or substantially all of the US Borrower’s common stock is exchanged for, converted into, acquired for or constitutes solely, the right to receive stock, other securities, other property, assets or cash, unless either:

• • (i)            the persons that "beneficially owned," directly or indirectly, the shares of the US Borrower’s voting stock immediately prior to such transaction, "beneficially owns ," directly or indirectly, immediately after such transaction, shares of the surviving or continuing entity’s voting Equity Interests representing at least a majority of the total voting power of all outstanding classes of voting Equity Interests of the surviving or continuing person; or

    (ii)           at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such transaction consists of common stock, ordinary shares or American Depository Shares, and any associated rights, traded on a United States national securities exchange or quoted on the Nasdaq National Market (or that will be so traded or quoted when issued or exchanged in connection with such transaction); or

(c)           the approval by the holders of either Borrower’s capital stock of any plan or proposal for such Borrower’s liquidation or dissolution, whether or not otherwise in compliance with this Agreement or any other indenture or agreement governing Indebtedness of such Borrower; or

(d)           any person or Group shall become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of shares representing more than 50% of the aggregate ordinary voting power represented by the US Borrower’s issued and outstanding voting stock; or

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(e)           the first day on which a majority of the members of the US Borrower’s Board of Directors are not Continuing Directors; or

(f)            the US Borrower shall at any time cease to own one hundred percent (100%) of the issued and outstanding Equity Interest in the Cayman Borrower.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

" Change in Law " shall mean the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

" Charges " shall have the meaning assigned to such term in Section 10.14 .

" Class ," when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Swingline Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.19 , of which such Loan, Borrowing or Commitment shall be a part.

" Closing Date " shall mean September 18, 2006.

" Code " shall mean the Internal Revenue Code of 1986, as amended.

" Collateral " shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property, the Cayman Charged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

" Collateral Agent " shall have the meaning assigned to such term in the preamble hereto.

" Commercial Letter of Credit " shall mean any letter of credit or similar instrument issued hereunder for the purpose of providing credit support in connection with the purchase of materials, goods or services by a Borrower or any of its Subsidiaries in the ordinary course of their businesses.

" Commitment " shall mean, with respect to any Lender, such Lender’s Revolving Commitment, and any Commitment to make Revolving Loans of a new Class extended by such Lender as provided in Section 2.19 .

" Commitment Fee " shall have the meaning assigned to such term in Section 2.05(a) .

" Companies " shall mean the US Borrower and its Subsidiaries (including, without limitation, the Cayman Borrower); and " Company " shall mean any one of them.

" Compliance Certificate " shall mean a certificate of a Financial Officer substantially in the form of Exhibit D .

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" Confidential Information Memorandum " shall mean that certain confidential information memorandum dated as of July 2006.

" Consolidated Amortization Expense " shall mean, for any period, the amortization expense of the US Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

" Consolidated Current Assets " shall mean, as at any date of determination, the total assets of the US Borrower and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of the US Borrower and its Subsidiaries in accordance with GAAP.

" Consolidated Current Liabilities " shall mean, as at any date of determination, the total liabilities of the US Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of the US Borrower and its Subsidiaries in accordance with GAAP.

" Consolidated Depreciation Expense " shall mean, for any period, the depreciation expense of the US Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

" Consolidated EBITDA " shall mean, for any period, Consolidated Net Income for such period, adjusted by (x)  adding thereto , in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of the US Borrower only if a corresponding amount would be permitted at the date of determination to be distributed to the US Borrower by such Subsidiary without prior approval (that has not been obtained) pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders):

• • (a)           Consolidated Interest Expense for such period,

    (b)           Consolidated Amortization Expense for such period,

    (c)           Consolidated Depreciation Expense for such period,

    (d)           Consolidated Tax Expense for such period, and

    (e)           the aggregate amount of all other non-cash charges (including non-cash charges related to the accounting of grant of stock options to personnel of the US Borrower) reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, and

(y)  subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period.

Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the Test Period thereof as if each such Permitted

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Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

" Consolidated Fixed Charge Coverage Ratio " shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period.

" Consolidated Fixed Charges " shall mean, for any period, the sum, without duplication, of

• • (a)           Consolidated Interest Expense for such period;

    (b)           the aggregate amount of Capital Expenditures for such period;

    (c)           all cash payments in respect of income taxes made during such period (net of any cash refund in respect of income taxes actually received during such period);

    (d)           the principal amount of all scheduled amortization payments on all Indebtedness (including the principal component of all Capital Lease Obligations) of the US Borrower and its Subsidiaries for such period (as determined on the first day of the respective period);

    (e)           the product of (i) all dividend payments on any series of Disqualified Capital Stock of the US Borrower or any of its Subsidiaries (other than, in the case of a Subsidiary, dividend payments to the US Borrower or any of its Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus then current combined federal, state and local statutory tax rate of the US Borrower and its Subsidiaries, expressed as a decimal; and

    (f)            the product of (i) all cash dividend payments on any Preferred Stock (other than Disqualified Capital Stock) of the US Borrower or any of its Subsidiaries (other than dividend payments to the US Borrower or any of its Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus then current combined federal, state and local statutory tax rate of the US Borrower and its Subsidiaries, expressed as a decimal.

" Consolidated Indebtedness " shall mean, as at any date of determination, the aggregate amount of all Indebtedness and all US LC Exposure of the US Borrower and its Domestic Subsidiaries and all Cayman LC Exposure of the Cayman Borrower and its Subsidiaries, determined on a consolidated basis.

" Consolidated Interest Expense " shall mean, for any period, the total consolidated interest expense of the US Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus , without duplication:

• • (a)           imputed interest on Capital Lease Obligations and Attributable Indebtedness of the US Borrower and its Subsidiaries for such period;

    (b)           commissions, discounts and other fees and charges owed by the US Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

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• • (c)           amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by the US Borrower or any of its Subsidiaries for such period;

    (d)           cash contributions to any employee stock ownership plan or similar trust made by the US Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than the US Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

    (e)           all interest paid or payable with respect to discontinued operations of the US Borrower or any of its Subsidiaries for such period;

    (f)            the interest portion of any deferred payment obligations of the US Borrower or any of its Subsidiaries for such period; and

    (g)           all interest on any Indebtedness of the US Borrower or any of its Subsidiaries of the type described in clause (f) or (k) of the definition of "Indebtedness" for such period.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

" Consolidated Net Income " shall mean, for any period, the consolidated net income (or loss) of the US Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

• • (a)           the net income (or loss) of any person (other than a Subsidiary of the US Borrower) in which any person other than the US Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the US Borrower or (subject to clause (b) below) any of its Subsidiaries during such period;

    (b)           the net income of any Subsidiary of the US Borrower during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period, except that the US Borrower’s equity in net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income;

    (c)           any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the US Borrower or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by the US Borrower or any of its Subsidiaries;

    (d)           gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

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• • (e)           earnings resulting from any reappraisal, revaluation or write-up of assets;

    (f)            unrealized gains and losses with respect to Hedging Obligations for such period; and

    (g)           any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by the US Borrower or any of its Subsidiaries during such period.

For purposes of this definition of "Consolidated Net Income," Consolidated Net Income shall be reduced (to the extent not already reduced thereby) by the amount of any payments to or on behalf of the Borrowers made pursuant to Sections 6.08(c) and (d) .

" Consolidated Tax Expense " shall mean, for any period, the tax expense of the US Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

" Contested Collateral Lien Conditions " shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02 , the following conditions:

• • (a)           the relevant Company shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien;

    (b)           at the option and at the request of the Administrative Agent, to the extent such Lien is in an amount in excess of $100,000, the appropriate Loan Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Administrative Agent’s reasonable estimate of all interest and penalties related thereto; and

    (c)           such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the Requirement of Law creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

" Contingent Obligation " shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (" primary obligations ") of any other person (the " primary obligor ") in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided , however , that the term "Contingent Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties.  The amount of any Contingent Obligation

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shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

"Continuing Director" means any member of the US Borrower’s Board of Directors who (a) was a member of such Board of Directors on the date of this Agreement, or (b) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

" 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.

" Control Agreement " shall have the meaning assigned to such term in the Security Agreement.

" Convertible Bond Indenture " means that certain Indenture dated as of May 3, 2006 between the US Borrower and Deutsche Bank Trust Company Americas, as Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

" Convertible Bond Documents " means the Convertible Bond Indenture, the Convertible Bonds and any other instrument, document or agreement delivered pursuant thereto or in connection therewith.

" Convertible Bonds " means the US Borrower’s New 1.75% Contingent Convertible Senior Subordinated Notes Due 2024 issued pursuant to the terms of the Convertible Bond Indenture.

" Credit Extension " shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

" Cyprus Sciele" shall mean Sciele Pharma Cyprus, Ltd., an entity organized under the laws of Cyprus.

" Debt Issuance " shall mean the incurrence by a Borrower or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01 ).

" Debt Service " shall mean, for any period, Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness for such period.

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

" Default Rate " shall have the meaning assigned to such term in Section 2.06(c) .

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" Disqualified Capital Stock " shall mean any Equity Interest which, 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, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided , however , that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

" Dividend " with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests).  Without limiting the foregoing, "Dividends" with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

" dollars " or " $ " shall mean lawful money of the United States.

" Domestic Guarantor " shall mean the US Borrower, Sciele Sales and any other Person that is organized or existing under the laws of the United States, any state thereof or the District of Columbia that is or becomes a party to this Agreement pursuant to Section 5. 11 and which provides a guarantee pursuant to Section 7.01(b)

" Domestic Loan Parties " shall mean the US Borrower and the other Domestic Guarantors.

" Domestic Subsidiary " shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

"Earn-Outs" shall mean unsecured obligations that have been or may be incurred or are owing or may become owing to one or more sellers or licensors to make any payment, the amount of which is, or the terms of payment of which are, subject to or contingent upon the revenues, income, cash flow, or profits or other result of operations of, or product development, regulatory approval or other activities necessary to place product in commerce relating to, any business or product that has been

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licensed or purchased, whether to be satisfied by payment in cash or by exchange of Equity Interests or of properties.

" Eligible Assignee " shall mean (i) any Revolving Lender, (ii) an Affiliate of any Revolving Lender, (iii) an Approved Fund of a Revolving Lender and (iv) any other person approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and the US Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of the US Borrower shall be required during the continuance of a Default or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers) and (y) "Eligible Assignee" shall not include any Borrower or any of its Affiliates or Subsidiaries or any natural person.

" Embargoed Person " shall have the meaning assigned to such term in Section 6.21 .

" Engagement Letter " shall mean the confidential Engagement Letter, dated July 20, 2006, among the US Borrower, LaSalle Bank National Association and UBS Securities  LLC.

" Environment " shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

" Environmental Claim " shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

" Environmental Law " shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

" Environmental Permit " shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

" Equipment " shall have the meaning assigned to such term in the Security Agreement.

" Equity Interest " shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

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" 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, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, 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 (other than an event for which the 30-day notice period is waived by regulation); (b) 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; (c) the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (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 by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates 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, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates 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; (i) the "substantial cessation of operations" within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

" Eurodollar Borrowing " shall mean a Borrowing comprised of Eurodollar Loans.

" Eurodollar Loan " shall mean any Eurodollar Revolving Loan.

" Eurodollar Revolving 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 LIBOR Rate in accordance with the provisions of Article II .

" Event of Default " shall have the meaning assigned to such term in Section 8.01 .

" Excess Amount " shall have the meaning assigned to such term in Section 2.10(c) .

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

" Excluded Taxes " shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a

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jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except (x) 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 any Borrower with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by a Borrower under Section 2.16 ; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d) , or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.15(e) .

• • " Executive Order " shall have the meaning assigned to such term in Section 3.21 .

"Existing Intercompany Loan" shall mean, on any date of determination, that portion of any loan or advance made by the US Borrower to the Cayman Borrower prior to the Closing Date which is set forth on Schedule 4.02(e) that remains outstanding on such date of determination (expressly excluding any refinancings thereof).

" Existing Lien " shall have the meaning assigned to such term in Section 6.02(c) .

" Federal Funds Effective Rate " shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States 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 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 have the meaning assigned to such term in the Engagement Letter.

" Fees " shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.

" Final Maturity Date " shall mean September 17, 2011 (or, if such date is not a Business Day, the first Business Day thereafter).

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

" FIRREA " shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

" Foreign Guaranteed Obligations " shall have the meaning assigned to such term in Section 7.01(a) .

" Foreign Guarantor " shall mean Irish Sciele, Netherlands Sciele and Cyprus Sciele and any other Person that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia that is or becomes a party to this Agreement pursuant to Section 5. 11 and which provides a guarantee pursuant to Section 7.01(a) .

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" Foreign Lender " shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

" Foreign Loan Parties " shall mean the Cayman Borrower and the Foreign Guarantors.

" Foreign Plan " shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

" Foreign Subsidiary " shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

" Fronting Fee " shall have the meaning assigned to such term in Section 2.05(c) .

" Fund " shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

" GAAP " shall mean generally accepted accounting principles in the United States applied on a consistent basis.

" Governmental Authority " shall mean the government of the United States, Cayman Islands or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

" Governmental Real Property Disclosure Requirements " shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

" Guaranteed Obligations " shall have the meaning assigned to such term in Section 7.01(b) .

" Guarantees " shall mean the guarantees issued pursuant to Article VII by the Guarantors.

" Guarantors " shall mean Foreign Guarantors and Domestic Guarantors; and " Guarantor " shall mean any one of them.

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" Hazardous Materials " shall mean the following:  hazardous substances; hazardous wastes; polychlorinated biphenyls (" PCBs ") or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

" Hedging Agreement " shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

" Hedging Obligations " shall mean obligations under or with respect to Hedging Agreements.

" Increase Effective Date " shall have the meaning assigned to such term in Section 2.19(a) .

" Increase Joinder " shall have the meaning assigned to such term in Section 2.19(c) .

" Indebtedness " of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (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 or accrued; (d) all obligations of such person under conditional sale or other title retention agreements relating to property 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 on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above.  The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

" Indemnified Taxes " shall mean all Taxes other than Excluded Taxes.

" Indemnitee " shall mean the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender and the Issuing Bank, and each Related Party of any of the foregoing persons.

" Information " shall have the meaning assigned to such term in Section 10.12 .

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" Insurance Policies " shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

" Insurance Requirements " shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

" Intellectual Property " shall mean any patent, patent application, trademark, trade name, service mark, copyright, technology, trade secret, proprietary information, domain name, know-how and process, and any license or distribution agreements with, or covenants not to sue, any other party with respect to any of the foregoing.

" Intercompany Note " shall mean a promissory note substantially in the form of Exhibit P .

" Interest Election Request " shall mean a request by a Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08(b) , substantially in the form of Exhibit E .

" Interest Payment Date " shall mean (a) with respect to any ABR Revolving Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (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 Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) the Final Maturity Date or such earlier date on which the Revolving Commitments are terminated.

" 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 one, two, three or six months (or, if each affected Lender so agrees, nine months) thereafter, as the relevant Borrower may elect; provided 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, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month 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.

" Investments " shall have the meaning assigned to such term in Section 6.04 .

" Irish Sciele" shall mean Sciele Pharma Ireland, Ltd., an entity organized under the laws of Ireland.

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" Issuing Bank " shall mean, as the context may require, (a) UBS AG, Stamford Branch, in its capacity as issuer of Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(A)(j) and (k) and Sections 2.18(B)(j) and (k) in its capacity as an issuer of Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing.

" Joinder Agreement " shall mean a joinder agreement substantially in the form of Exhibit F .

" Landlord Access Agreement " shall mean a Landlord Lien Waiver, Access Agreement and Consent, substantially in the form of Exhibit G , or such other form as may reasonably be acceptable to the Administrative Agent.

" LC Commitment " shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18 .  The amount of the LC Commitment shall initially be $5,000,000, but in no event exceed the Revolving Commitment.

" LC Disbursement " shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.

" LC 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 Reimbursement Obligations outstanding at such time.  The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

" Leases " shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

" Lender Addendum " shall mean with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit I , to be executed and delivered by such Lender on the Closing Date as provided in Section 10.15 .

" Lenders " shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.  Unless the context clearly indicates otherwise, the term "Lenders" shall include the Swingline Lender.

" Letter of Credit " shall mean  Cayman Letters of Credit and US Letters of Credit, or any one of them.

" Letter of Credit Expiration Date " shall mean the date which is fifteen days prior to the Final Maturity Date.

" LIBOR Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the Page BBAM (as defined below) at approximately 11:00 a.m., London, England time, on the second full

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Business Day preceding the first day of such Interest Period; provided , however , that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Page BBAM, "LIBOR Rate" shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period .  "Page BBAM" shall mean the display designated as Page BBAM on the Bloomberg Terminal (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

" Lien " shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (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 property; 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 Notes (if any), the Engagement Letter, the Fee Letters and the Security Documents.

" Loan Parties " shall mean the Domestic Loan Parties and the Foreign Loan Parties; and " Loan Party " shall mean any one of them.

" Loan " shall mean, as the context may require, a Revolving Loan or a Swingline Loan.

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

" Material Adverse Effect " shall mean (a) a material adverse effect on the business, property, results of operations, prospects or condition, financial or otherwise, or material agreements of the US Borrower and its Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties to fully and timely perform any of their obligations under any Loan Document; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under any Loan Document other than those impairments which result solely from any act or omission of the Lenders or the Agents; or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

" Maximum Rate " shall have the meaning assigned to such term in Section 10.14 .

" Mortgage " shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be

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substantially in the form of Exhibit J or other form reasonably satisfactory to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

" Mortgaged Property " shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 8(a) to the Perfection Certificate dated the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c) .

" Multiemployer Plan " shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

" Net Working Capital " shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

" Netherlands Sciele" shall mean First Horizon Pharmaceutical B.V, an entity organized under the laws of The Netherlands (to be renamed Sciele Pharma B.V.).

" Notes " shall mean Cayman Notes and US Notes, or any one of them.

" Obligations " shall mean Cayman Obligations and US Obligations.

" OFAC " shall have the meaning assigned to such term in Section 3.21 .

" Officers’ Certificate " shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president and one of the Financial Officers, each in his or her official (and not individual) capacity.

" Organizational Documents " shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

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

" Participant " shall have the meaning assigned to such term in Section 10.04(d) .

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

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" Perfection Certificate " shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

" Perfection Certificate Supplement " shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

" Permitted Acquisition " shall mean any transaction or series of related transactions for the direct or indirect (a) license or acquisition of specific Intellectual Property of any person and related contract rights (each, an "IP Acquisition" ); (b) acquisition of all or substantially all of the property of any person, or of any business or division of any person; (c) acquisition of more than 50% of the Equity Interests of any person or otherwise causing such person to become a Subsidiary of such person; or (d) merger or consolidation or any other combination with any person, in each of the foregoing cases, if each of the following conditions is met:

• • (i)      no Default then exists or would result therefrom;

    (ii)      after giving effect to such transaction on a Pro Forma Basis, the Borrowers shall be in compliance with Section 3.12 and all covenants set forth in Section 6.10 as of the most recent Test Period (assuming, for purposes of Section 6.10 , that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period);

    (iii)     no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired, except (A) to the extent permitted under Section 6.01 and (B) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

    (iv)     the person or business to be acquired (if applicable) shall be, or shall be engaged in, a business of the type that the Borrowers and the Subsidiaries are permitted to be engaged in under Section 6.15 and the property licensed or acquired in connection with any such transaction shall be free and clear of any Liens other than Permitted Collateral Liens and, except to the extent expressly precluded by the terms of any license of Intellectual Property included in such transaction, which shall be excluded from being subject to a Lien under the applicable Security Document only the extent provided in such Security Document, the Collateral Agent will have a perfected Lien on and security interest in such property;

    (v)     such transaction shall be consensual and, except in the case of an IP Acquisition, the Board of Directors of the person to be acquired shall have approved such transaction and shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

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• • (vi)          all transactions in connection therewith shall be consummated in accordance with all applicable Requirements of Law;

    (vii)         with respect to any transaction involving Acquisition Consideration of more than $50.0 million or with respect to which any Company would otherwise be required to file a report on Form 8-K with the Securities and Exchange Commission, the Borrowers shall have provided the Administrative Agent and the Lenders with (A) except in the case of an IP Acquisition, historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections for the succeeding five years pertaining to the person or business to be acquired (if applicable) and updated projections for the Borrowers after giving effect to such transaction, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction, and (D) all such other information and data relating to such transaction or the Intellectual Property, person or business to be licensed or acquired as may be reasonably requested by the Administrative Agent or the Required Lenders; and

    (viii)        (A) with respect to any transaction involving Acquisition Consideration of more than $50.0 million or with respect to which any Company would otherwise be required to file a report on Form 8-K with the Securities and Exchange Commission, at least 3 Business Days prior to the proposed date of consummation of the transaction, the Borrowers shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that (1) such transaction complies with this definition and otherwise with the provisions of Section 6.07 (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (2) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

    (B) with respect to any other transaction, at least 3 Business Days prior to the proposed date of consummation of the transaction, the Borrowers shall have delivered to the Agents and the Lenders a written description of the person, business or assets to be licensed or acquired and an Officer’s Certificate certifying that upon consummation, the Collateral Agent will have a perfected Lien on and security interest in such assets under the Security Documents in accordance with the provisions of Section 5.11 or Section 5.12 , as applicable, except to the extent precluded by the terms of any Intellectual Property licenses, which shall be excluded from being subject to a Lien under the applicable Security Document only the extent provided in such Security Document.

" Permitted Collateral Liens " means (a) in the case of Collateral other than Mortgaged Property, the Liens described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (j), (k), (l), (m) and (n) of Section 6.02 and (b) in the case of Mortgaged Property, "Permitted Collateral Liens" shall mean the Liens described in clauses (a), (b), (d), (e), (g) and (l) of Section 6.02 ; provided , however , on the Closing Date or upon the date of delivery of each additional Mortgage under Section 5.11 or 5.12 , Permitted Collateral Liens shall mean only those Liens set forth in Schedule B to the applicable Mortgage.

" Permitted Liens " shall have the meaning assigned to such term in Section 6.02 .

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

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" 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 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

" Post-Increase Revolving Lenders " shall have the meaning assigned to such term in Section 2.19(d) .

" Pre-Increase Revolving Lenders " shall have the meaning assigned to such term in Section 2.19(d) .

" Preferred Stock " shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

" Preferred Stock Issuance " shall mean the issuance or sale by the US Borrower or any of its Subsidiaries (including, without limitation, the Cayman Borrower) of any Preferred Stock after the Closing Date (other than as permitted by Section 6.01 ).

" Premises " shall have the meaning assigned thereto in the applicable Mortgage.

" Pro Forma Basis " shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise reasonably satisfactory to the Administrative Agent.

" Pro Rata Percentage " of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment.

" property " shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

" Property Material Adverse Effect " shall have the meaning assigned thereto in the Mortgage.

" Purchase Money Obligation " shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided , however , that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

" Qualified Capital Stock " of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

" Real Property " shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned,

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leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

" Refinancing " shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a) of the US Borrower or any of its Subsidiaries.

" Register " shall have the meaning assigned to such term in Section 10.04(c) .

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

" Regulation S-X " shall mean Regulation S-X promulgated under the Securities Act.

" 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.

" Reimbursement Obligations " shall mean Cayman Reimbursement Obligations and US Reimbursement Obligations.

" Related Parties " shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

" Release " shall mean any spilling, leaking, seepage, 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.

" Required Class Lenders " shall mean with respect to Revolving Loans, Required Revolving Lenders.

" Required Lenders " shall mean Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure and unused Revolving Commitments, in the aggregate.

" Required Revolving Lenders " shall mean Lenders having more than 50% of all Revolving Commitments or, after the Revolving Commitments have terminated, more than 50% of all Revolving Exposure, in the aggregate.

" Requirements of Law " shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

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" Response " shall mean (a) "response" as such term is defined in CERCLA, 42 U.S.C. § 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; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

" Responsible Officer " of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

" Revolving Availability Period " shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Final Maturity Date and (ii) the date of termination of the Revolving Commitments.

" Revolving Borrowing " shall mean a Borrowing comprised of Revolving Loans.

" Revolving Commitment " shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or by an Increase Joinder, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 .  The aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is $100.0 million.

" Revolving 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 LC Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

" Revolving Lender " shall mean a Lender with a Revolving Commitment.

" Revolving Loan " shall mean a Cayman Revolving Loan and a US Revolving Loan, or either of them.

" Sale and Leaseback Transaction " has the meaning assigned to such term in Section 6.03 .

" Sarbanes-Oxley Act " shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.

" Sciele Sales " shall mean Sciele Pharma Sales, Inc., a Delaware corporation.

" Secured Cayman Obligations " shall mean (a) the Cayman Obligations, (b) the due and punctual payment and performance of all obligations of the Cayman Borrower and the other Foreign Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations of the Cayman Borrower and the other Foreign Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement entered into with any counterparty that is a Secured Party.

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" Secured Obligations " shall mean the Secured Cayman Obligations and the Secured US Obligations.

" Secured Parties " shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders and each counterparty to a Hedging Agreement or Treasury Services Agreement if at the date of entering into such Hedging Agreement or Treasury Services Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.03 and 10.09 as if it were a Lender.

" Secured US Obligations " shall mean (a) the US Obligations, (b) the due and punctual payment and performance of all obligations of the US Borrower and the other Domestic Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations of the US Borrower and the other Domestic Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement entered into with any counterparty that is a Secured Party.

" Securities Act " shall mean the Securities Act of 1933, as amended.

" Securities Collateral " shall have the meaning assigned to such term in the Security Agreement.

" Security Agreement " shall mean a Security Agreement substantially in the form of Exhibit M among the Domestic Loan Parties and Collateral Agent for the benefit of the Secured Parties.

" Security Agreement Collateral " shall mean all property pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.11 .

" Security Documents " shall mean the Security Agreement, the Mortgages, the Cayman Share Charge, the Cayman Deed of Charge, the Cayman Security Agreement and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

" Seller " shall have the meaning assigned to such term in the first recital hereto.

" Standby Letter of Credit " shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of a Borrower or any of its Subsidiaries, (b) the obligations of third-party insurers of a Borrower or any of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit, (c) performance, payment, deposit or surety obligations of a Borrower or any of its Subsidiaries if

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required by a Requirement of Law or in accordance with custom and practice in the industry or (d) Indebtedness of a Borrower or any of its Subsidiaries permitted to be incurred under Section 6.01 .

" Statutory Reserves " shall mean for any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against "Eurocurrency liabilities" (as such term is used in Regulation D).  Eurodollar Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

" Subordinated Indebtedness " shall mean Indebtedness of a Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of a Borrower and such Guarantor, as applicable.

" Subsidiary " shall mean, with respect to any person (the " parent ") at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent.  Unless the context requires otherwise, "Subsidiary" refers to a Subsidiary of a Borrower.

" Survey " shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type described in the definition of the term "Title Policy" or (b) otherwise acceptable to the Collateral Agent.

" Swingline Commitment " shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17 , as the same may be reduced from time to time pursuant to Section 2.07 or

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Section 2.17 .  The amount of the Swingline Commitment shall initially be $5.0 million, but shall in no event exceed the Revolving Commitment.

" Swingline Exposure " shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans.  The Swingline Exposure of any Revolving 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 hereto.

" Swingline Loan " shall mean a Cayman Swingline Loan and a US Swingline Loan, or either of them.

" Syndication Agent " shall have the meaning assigned to such term in the preamble hereto.

" Tax Return " shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

" Taxes " shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

" Test Period " shall mean, at any time, the four consecutive fiscal quarters of the US Borrower then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b) .

" Title Company " shall mean any title insurance company as shall be retained by a Borrower and reasonably acceptable to the Administrative Agent.

" Title Policy " shall mean a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which policy (or such marked-up commitment) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) contain a "tie-in" or "cluster" endorsement, if available under applicable law ( i.e ., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions acceptable to the Collateral Agent.

" Total Leverage Ratio " shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended.

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" Transactions " shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Loan Documents, including (a) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (b) the Refinancing; and (c) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

" Transferred Guarantor " shall have the meaning assigned to such term in Section 7.09 .

" Treasury Services Agreement " shall mean any agreement relating to treasury, depositary and cash management services or automated clearinghouse transfer of funds.

" Type ," when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

" UCC " shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

" United States " shall mean the United States of America.

" US Borrower " shall have the meaning assigned to such term in the preamble hereto.

" US LC Disbursement " shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a US Letter of Credit.

" US LC Exposure " shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding US Letters of Credit at such time plus (b) the aggregate principal amount of all US Reimbursement Obligations outstanding at such time.  The US LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate US LC Exposure at such time.

" US LC Participation Fee " shall have the meaning assigned to such term in Section 2.05(d) .

" US LC Request " shall mean a request by the US Borrower in accordance with the terms of Section 2.18(B)(b) and substantially in the form of Exhibit H-2 , or such other form as shall be approved by the Administrative Agent.

" US Letter of Credit " shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of the US Borrower pursuant to Section 2.18(B) .

" US Notes " shall mean any notes evidencing the US Revolving Loans or US Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1(B) or K-2(B) .

" US Obligations " shall mean (a) obligations of the US Borrower and the other Domestic Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the US Revolving Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the US Borrower and the other Domestic Loan Parties under this Agreement in respect of any

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US Letter of Credit, when and as due, including payments in respect of US Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including Guaranteed Obligations and fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the US Borrower and the other Domestic Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the US Borrower and the other Domestic Loan Parties under or pursuant to this Agreement and the other Loan Documents.

" US Reimbursement Obligations " shall mean the US Borrower’s obligations under Section 2.18(B)(e) to reimburse US LC Disbursements.

" US Revolving Loan " shall mean a Loan made by the Lenders to the US Borrower pursuant to Section 2.01(b) .  Each US Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

" US Revolving Exposure " shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding US Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s US LC Exposure, plus the aggregate amount at such time of such Lender’s US Swingline Exposure.

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

" US Swingline Loan " shall mean any loan made by the Swingline Lender pursuant to Section 2.17(b) .

" Voting Stock " shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

" Wholly Owned Subsidiary " shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

" 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.

SECTION 1.02     Classification of Loans and Borrowings .  For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g ., a "Revolving Loan" or "Swingline Loan") or by Type ( e.g ., a "Eurodollar Loan") or by Class and Type ( e.g ., a "Eurodollar Revolving Loan").

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SECTION 1.03     Terms Generally .  The definitions of terms herein shall apply equally to 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."  Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) 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, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words "asset" and "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 (g) "on," when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means "on, in, under, above or about."

SECTION 1.04     Accounting Terms; GAAP .  Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by the US Borrower and the Required Lenders.

SECTION 1.05     Resolution of Drafting Ambiguities .  Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

SECTION 2.01     Commitments .

(a)           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 Cayman Revolving Loans to the Cayman Borrower, at any time and from time to time on or after the Closing Date until the earlier of the Final Maturity Date and the termination of the Revolving 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 Exposure exceeding such Lender’s  Revolving Commitment.  Within the limits set forth above in this Section 2.01(a) and subject to the terms, conditions and limitations set forth herein, the Cayman Borrower may borrow, pay or prepay and reborrow Cayman Revolving Loans.

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(b)           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 US Revolving Loans to the US Borrower, at any time and from time to time on or after the Closing Date until the earlier of the Final Maturity Date and the termination of the Revolving 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 Exposure exceeding such Lender’s Revolving Commitment.  Within the limits set forth above in this Section 2.01(b) and subject to the terms, conditions and limitations set forth herein, the US Borrower may borrow, pay or prepay and reborrow US Revolving Loans.

SECTION 2.02     Loans .

(a)           Each Loan (other than a  Swingline Loan) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its 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 Section 2.18(A)(e)(ii) or Section 2.18(B)(e)(ii) , (x) ABR Revolving Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments.

(b)           Subject to Sections 2.11 and 2.12 , each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Loans as a Borrower may request pursuant to Section 2.03 .  Each Lender may at its option make any Eurodollar 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 any Borrower to repay such Loan in accordance with the terms of this Agreement or the obligations of such Lender to make such Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be outstanding at the same time; provided that neither of the Borrowers shall be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Borrowings outstanding hereunder at any one time for all Loans.  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 deemed made pursuant to Section 2.18(A)(e)(ii) or Section 2.18(B)(e)(ii) , 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 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the relevant Borrower in the applicable Borrowing Request maintained with the Administrative Agent 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

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available to the relevant 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, each such Lender and the relevant Borrower severally agrees 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 relevant Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of a Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  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, and the relevant Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

(e)           Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.

SECTION 2.03     Borrowing Procedure .  To request a Revolving Borrowing, the relevant Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing.  Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02 :

• • (a)           the aggregate amount of such Borrowing;

    (b)           the date of such Borrowing, which shall be a Business Day;

    (c)           whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

    (d)           in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period";

    (e)           the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c) ; and

    (f)            that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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SECTION 2.04     Evidence of Debt; Repayment of Loans .

(a)           Cayman Borrower Promise to Repay .  The Cayman Borrower hereby unconditionally promises to pay (i)  to the Administrative Agent for the account of each Revolving Lender, then unpaid principal amount of each Cayman Revolving Loan of such Revolving Lender on the Final Maturity Date and (ii) to the Swingline Lender, then unpaid principal amount of each Cayman Swingline Loan on the earlier of the Final Maturity Date and the first date after such Cayman Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Cayman Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Cayman Borrower shall repay all Cayman Swingline Loans that were outstanding on the date such Borrowing was requested.  Once a payment is made by the Cayman Borrower to the Administrative Agent for the account of each Revolving Lender, no Revolving Lender shall have any recourse against the Cayman Borrower for the amount so paid.

(b)           US Borrower Promise to Repay .  The US Borrower hereby unconditionally promises to pay (i)  to the Administrative Agent for the account of each Revolving Lender, then unpaid principal amount of each US Revolving Loan of such Revolving Lender on the Final Maturity Date and (ii) to the Swingline Lender, then unpaid principal amount of each US Swingline Loan on the earlier of the Final Maturity Date and the first date after such US Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such US Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the US Borrower shall repay all US Swingline Loans that were outstanding on the date such Borrowing was requested.  Once a payment is made by the US Borrower to the Administrative Agent for the account of each Revolving Lender, no Revolving Lender shall have any recourse against the US Borrower for the amount so paid.

(c)           Lender and Administrative Agent Records .  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Cayman Revolving Loan and US Revolving Loan, as the case may be, made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.  The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Cayman Revolving Loan and US Revolving Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.  The entries made in the accounts maintained pursuant to this paragraph shall be prima facie , but rebuttable, evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of any Borrower to repay the Loans in accordance with their terms.

(d)           Promissory Notes .  Any Lender by written notice to the relevant Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note.  In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-1 , K-2(A) , K-1(B) or K-2(A) , as the case may be.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to  Section 10.04 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

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(e)           Currency .  All Loans made hereunder shall be made in dollars, and each repayment thereof and any other payment in respect of the Obligations shall be made in dollars.

SECTION 2.05     Fees .

(a)           Commitment Fee .  The US Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (a " Commitment Fee ") equal to the Applicable Fee per annum on the average daily unused amount of each Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates.  Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates.  Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b)           Administrative Agent Fees .  Each Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between such Borrower and the Administrative Agent (the " Administrative Agent Fees ").

(c)           Cayman LC and Cayman Fronting Fees .  The Cayman Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (" Cayman LC Participation Fee ") with respect to its participations in Cayman Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s Cayman LC Exposure (excluding any portion thereof attributable to Cayman Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Cayman LC Exposure, and (ii) to the Issuing Bank a fronting fee (" Cayman Fronting Fee "), which shall accrue at the rate of 0.125% per annum on the average daily amount of the Cayman LC Exposure (excluding any portion thereof attributable to Cayman Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Cayman LC Exposure, as well as the Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any Cayman Letter of Credit or processing of drawings thereunder.  Accrued Cayman LC Participation Fees and Cayman Fronting Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the date on which the Revolving Commitments terminate.  Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor.  All Cayman LC Participation Fees and Cayman Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d)           US LC and US Fronting Fees .  The US Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (" US LC Participation Fee ") with respect to its participations in US Letters of Credit, which shall accrue at a rate

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equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s US LC Exposure (excluding any portion thereof attributable to US Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any US LC Exposure, and (ii) to the Issuing Bank a fronting fee (" US Fronting Fee "), which shall accrue at the rate of 0.125% per annum on the average daily amount of the US LC Exposure (excluding any portion thereof attributable to US Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any US LC Exposure, as well as the Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any US Letter of Credit or processing of drawings thereunder.  Accrued US LC Participation Fees and US Fronting Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the date on which the Revolving Commitments terminate.  Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor.  All US LC Participation Fees and US Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(e)           All Fees .  All Fees shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Cayman Borrower shall pay the Cayman Fronting Fees directly to the Issuing Bank and the US Borrower shall pay the US Fronting Fees directly to the Issuing Bank.  Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06     Interest on Loans .

(a)           ABR Loans .  Subject to the provisions of Section 2.06(c) , the Revolving Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b)           Eurodollar Loans .  Subject to the provisions of Section 2.06(c) , the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c)           Default Rate .  Notwithstanding the foregoing, during an Event of Default, all Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in Section 2.06(a) (in either case, the " Default Rate ").

(d)           Interest Payment Dates .  Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan without a permanent reduction in Revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable

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on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)           Interest Calculation .  All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

SECTION 2.07     Termination and Reduction of Commitments .

(a)           Termination of Commitments .  The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Final Maturity Date.

(b)           Optional Terminations and Reductions .  At its option, the US Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 , the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments.

(c)           Borrower Notice .  The US Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the US Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the US Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the US Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Commitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.08     Interest Elections .

(a)           Generally .  Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.  Notwithstanding anything to the contrary, no Borrower shall be entitled to request any conversion or continuation that, if made, would result in more than five Eurodollar Borrowings outstanding hereunder at

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any one time for all Loans.  This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)           Interest Election Notice .  To make an election pursuant to this Section, the relevant Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if the relevant Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each Interest Election Request shall be irrevocable.  Each Interest Election Request shall specify the following information in compliance with Section 2.02 :

• • (i)      the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

    (ii)     the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

    (iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

    (iv)    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c)           Automatic Conversion to ABR Borrowing .  If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.   Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to the US Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09      [Intentionally Deleted] .

SECTION 2.10      Optional and Mandatory Prepayments of Loans .

(a)           Optional Prepayments .  The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10 ; provided that each partial prepayment shall be in an amount that is an integral multiple of

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$1.0 million and not less than $5.0 million or, if less, the outstanding principal amount of such Borrowing.

(b)           Revolving Loan Prepayments .

• • (i)      In the event of the termination of all the Revolving Commitments the Borrowers shall, on the date of such termination, repay or prepay all of their outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) .

    (ii)     In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then each of the relevant Borrowers shall, on the date of such reduction, first , repay or prepay Swingline Loans, second , repay or prepay Revolving Borrowings and third , replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(A)(i) and Section 2.18(B)(i) , in an aggregate amount sufficient to eliminate such excess.

    (iii)    In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, then each of the relevant Borrowers shall, without notice or demand, immediately first , repay or prepay Swingline Loans, second , repay or prepay Revolving Borrowings, and third , replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(A)(i) and Section 2.18(B)(i) , in an aggregate amount sufficient to eliminate such excess.

    (iv)    In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, then each of the relevant Borrowers shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(A)(i) and Section 2.18(B)(i) , in an aggregate amount sufficient to eliminate such excess.

    (v)     In the event that the sum of all Lenders’ Swingline Exposure exceeds the Swingline Commitment then in effect, then each of the relevant Borrowers shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

(c)           Application of Prepayments .  Prior to any prepayment hereunder, the relevant Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d) , subject to the provisions of this Section 2.10(c) .   Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans.  Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans.  Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Revolving Loans at the time outstanding (an " Excess Amount "), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Revolving

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Loans shall be immediately prepaid and, at the election of the US Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13 .

(d)           Notice of Prepayment .  The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment.  Each such notice shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07 , then such notice of prepayment may be revoked if such termination is revoked in accordance with Section 2.07 .  Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment.  Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02 , except as necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10 .  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06 .

SECTION 2.11     Alternate Rate of Interest .  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

• • (a)           the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

    (b)           the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to the Borrowers and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

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SECTION 2.12     Yield Protection .

(a)           Increased Costs Generally . If any Change in Law shall:

• • (i)      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing Bank;

    (ii)     subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or

    (iii)    impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or the Issuing Bank, the US Borrower will pay to such Lender or the Issuing Bank, as the case may be, in accordance with Section 2.12(c) , such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)           Capital Requirements .  If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the US Borrower will pay to such Lender or the Issuing Bank, as the case may be, in accordance with Section 2.12(c) , such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)           Certificates for Reimbursement .  A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and

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delivered to the US Borrower shall be conclusive absent manifest error.  The US Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)           Delay in Requests .  Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.13     Breakage Payments .  In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section 2.16(b) , then, in any such event, the US Borrower, in the case such Eurodollar Loan is a US Revolving Loan, and the Cayman Borrower, in the case such Eurodollar Loan is a Cayman Revolving Loan, shall compensate each Lender for the loss, cost and expense attributable to such event.  In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market.  A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the relevant Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error.  The relevant Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

SECTION 2.14     Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a)           Payments Generally .  Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12 , 2.13 , 2.15 or 10.03 , or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 677 Washington Boulevard,

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Stamford, Connecticut, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12 , 2.13 , 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b)           Pro Rata Treatment .  Each payment by each Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

(c)           Insufficient Funds .  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i)  first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii)  second , toward payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties.

(d)           Sharing of Set-Off .  If any Lender (and/or the Issuing Bank, which shall be deemed a "Lender" for purposes of this Section 2.14(d) ) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

• • (i)      if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

    (ii)     the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Cayman LC Disbursements or US LC Disbursements to any assignee or participant, other than to the relevant Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such

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participation.  If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d ) to share in the benefits of the recovery of such secured claim.

(e)           Borrower Default .  Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the relevant Borrower will not make such payment, the Administrative Agent may assume that the relevant Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due.  In such event, if the relevant Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f)            Lender Default .  If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) , 2.14(e) , 2.17(d) , 2.18(d) , 2.18(e) or 10.03(c) , then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.15     Taxes .

(a)           Payments Free of Taxes .  Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Loan Parties shall be required by applicable Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions and (iii) the applicable Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b)           Payment of Other Taxes by Borrowers .  Without limiting the provisions of paragraph (a) above, the US Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law that apply to it, and the Cayman Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law that apply to it.

(c)           Indemnification by Borrowers .

• • (i)      The US Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes

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• • or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid on its behalf by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the US Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

    (ii)     The Cayman Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid on its behalf by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Cayman Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d)           Evidence of Payments .  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower to a Governmental Authority, the relevant Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)           Status of Lenders .  Any Foreign Lender shall, to the extent it may lawfully do so,  deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the US Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

• • (i)      duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

    (ii)     duly completed copies of Internal Revenue Service Form W-8ECI,

    (iii)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit Q , or any other form approved by the Administrative Agent, to the effect that such Foreign Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the US Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or

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• • (iv)    any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the US Borrower to determine the withholding or deduction required to be made.

(f)            Treatment of Certain Refunds .  If the Administrative Agent, a Lender or the Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the relevant Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to the relevant Borrower ( plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Bank in the event the Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority.  This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other person.  Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to any Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

SECTION 2.16     Mitigation Obligations; Replacement of Lenders .

(a)           Designation of a Different Lending Office .  If any Lender requests compensation under Section 2.12 , or requires either of the Borrowers to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

(b)           Replacement of Lenders .   If any Lender requests compensation under Section 2.12 , or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 , or if any Lender defaults in its obligation to fund Loans hereunder, or if a Borrower exercises its replacement rights under Section 10.02(d) , then the relevant Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04 ), all of its interests,

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rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

• • (i)      the relevant Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b) ;

    (ii)     such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13 ), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or a Borrower (in the case of all other amounts);

    (iii)    in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15 , such assignment will result in a reduction in such compensation or payments thereafter; and

    (iv)    such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling a Borrower to require such assignment and delegation cease to apply.

SECTION 2.17     Swingline Loans .

A.             Cayman Swingline Loans

(a)           Cayman Swingline Commitment .  Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Cayman Swingline Loans to the Cayman Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Cayman Swingline Loans exceeding $5.0 million less the aggregate principal amount of US Swingline Loans then outstanding or (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Cayman Swingline Lender shall not be required to make a Cayman Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Cayman Borrower may borrow, repay and reborrow Swingline Loans.

(b)           Cayman Swingline Loans .  To request a Cayman Swingline Loan, the Cayman Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Cayman Borrowing Request to the Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Cayman Swingline Loan.  Each Cayman Swingline Loan shall be an ABR Revolving Loan.  The Swingline Lender shall make each Cayman Swingline Loan available to the Cayman Borrower to an account as directed by the Cayman Borrower in the applicable Cayman Borrowing Request maintained with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an Cayman LC Disbursement as provided in Section 2.18(A)(e) , by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.  The Cayman Borrower shall not request a Cayman Swingline Loan if at the time of or immediately after giving effect to the Extension of Credit contemplated by such request a Default has occurred and is continuing or would result therefrom.  Cayman Swingline Loans shall be made in minimum amounts of $1.0 million and integral multiples of $500,000 above such amount.

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(c)           Prepayment .  The Cayman Borrower shall have the right at any time and from time to time to repay any Cayman Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the Administrative Agent before 12:00 (noon), New York City time, on the proposed date of repayment.

(d)           Participations .  The Swingline Lender may at any time within two (2) Business Days after funding a Cayman Swingline Loan in its discretion by written notice given to the Administrative Agent ( provided such notice requirement shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding.  Such notice shall specify the aggregate amount of Cayman Swingline Loans in which Revolving Lenders will participate.  Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Cayman Swingline Loan or Loans.  Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Cayman Swingline Lender, such Lender’s Pro Rata Percentage of such Cayman Swingline Loan or Loans.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment).  Each Revolving 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 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders.  The Administrative Agent shall notify the Cayman Borrower of any participations in any Cayman Swingline Loan acquired by the Revolving Lenders pursuant to this paragraph, and thereafter payments in respect of such Cayman Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Cayman Borrower (or other party on behalf of the Cayman Borrower) in respect of a Cayman 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 Revolving Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear.  The purchase of participations in a Cayman Swingline Loan pursuant to this paragraph shall not relieve the Cayman Borrower of any default in the payment thereof.

B.             US Swingline Loans

(a)           US Swingline Commitment .  Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make US Swingline Loans to the US Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Cayman Swingline Loans exceeding $5.0 million less the aggregate principal amount of US Swingline Loans then outstanding or (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments; provided that the US Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding US Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, repay and reborrow US Swingline Loans.

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(b)           US Swingline Loans .  To request a US Swingline Loan, the US Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed US Borrowing Request to the Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested US Swingline Loan.  Each US Swingline Loan shall be an ABR Revolving Loan.  The Swingline Lender shall make each US Swingline Loan available to the US Borrower to an account as directed by the US Borrower in the applicable US Borrowing Request maintained with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an US LC Disbursement as provided in Section 2.18(B)(e) , by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.  the US Borrower shall not request a US Swingline Loan if at the time of or immediately after giving effect to the Extension of Credit contemplated by such request a Default has occurred and is continuing or would result therefrom.  US Swingline Loans shall be made in minimum amounts of $1.0 million and integral multiples of $500,000 above such amount.

(c)           Prepayment .  The US Borrower shall have the right at any time and from time to time to repay any US Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the Administrative Agent before 12:00 (noon), New York City time, on the proposed date of repayment.

(d)           Participations .  The Swingline Lender may at any time within two (2) Business Days after funding a US Swingline Loan in its discretion by written notice given to the Administrative Agent ( provided such notice requirement shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding.  Such notice shall specify the aggregate amount of US Swingline Loans in which Revolving Lenders will partici