Exhibit 10.17


EXECUTION COPY




 





TERM LOAN AGREEMENT


dated as of January 15, 2007


among


HOSPIRA, INC.,

as the Borrower,


THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN,

as Lenders,


ABN AMRO INCORPORATED,

CITIGROUP GLOBAL MARKETS INC.

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Bookrunners and Joint Lead Arrangers,


ABN AMRO INCORPORATED

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Syndication Agents,


BANK OF AMERICA, N.A.

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,


and


CITIBANK, N.A.,

as Administrative Agent




 





















TERM LOAN AGREEMENT


TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1. DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Certain Defined Terms

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Accounting Terms; Utilization of GAAP for Purposes
  of Calculations Under Agreement

  	
   

  	
  19

  
	
  1.3

  	
   

  	
  Other Definitional Provisions and Rules of
  Construction

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND
  LOANS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Commitment; Making of Loans

  	
   

  	
  20

  
	
  2.2

  	
   

  	
  Repayment

  	
   

  	
  21

  
	
  2.3

  	
   

  	
  Pro Rata Shares; Availability of Funds

  	
   

  	
  22

  
	
  2.4

  	
   

  	
  The Register; Evidence of Debt; Notes

  	
   

  	
  22

  
	
  2.5

  	
   

  	
  Interest on the Loans

  	
   

  	
  23

  
	
  2.6

  	
   

  	
  Fees

  	
   

  	
  26

  
	
  2.7

  	
   

  	
  Provisions Regarding Payments

  	
   

  	
  27

  
	
  2.8

  	
   

  	
  Increased Costs; Taxes

  	
   

  	
  30

  
	
  2.9

  	
   

  	
  Special Provisions Governing LIBOR Rate Loans

  	
   

  	
  33

  
	
  2.10

  	
   

  	
  Defaulting Lenders

  	
   

  	
  35

  
	
  2.11

  	
   

  	
  Removal or Replacement of a Lender

  	
   

  	
  35

  
	
  2.12

  	
   

  	
  Mitigation

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3. CONDITIONS PRECEDENT

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Conditions to Effectiveness

  	
   

  	
  36

  
	
  3.2

  	
   

  	
  Conditions Precedent to each Loan

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4. REPRESENTATIONS AND WARRANTIES

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization, Powers, Qualification, Good Standing,
  Business and Subsidiaries

  	
   

  	
  40

  
	
  4.2

  	
   

  	
  Authorization of Borrowing, etc.

  	
   

  	
  40

  
	
  4.3

  	
   

  	
  Disclosure

  	
   

  	
  41

  
	
  4.4

  	
   

  	
  Financial Condition

  	
   

  	
  41

  
	
  4.5

  	
   

  	
  No Material Adverse Change

  	
   

  	
  41

  
	
  4.6

  	
   

  	
  Intellectual Property Matters

  	
   

  	
  42

  
	
  4.7

  	
   

  	
  No Litigation; Compliance with Laws

  	
   

  	
  42

  
	
  4.8

  	
   

  	
  No Default

  	
   

  	
  42

  
	
  4.9

  	
   

  	
  Governmental Regulation

  	
   

  	
  43

  
	
  4.10

  	
   

  	
  Securities Activities

  	
   

  	
  43

  
	
  4.11

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  43

  
	
  4.12

  	
   

  	
  Environmental Protection

  	
   

  	
  44

  
	
  4.13

  	
   

  	
  Pari Passu

  	
   

  	
  44

  



 



 i
 









 


	
  4.14

  	
   

  	
  Restrictions

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. AFFIRMATIVE COVENANTS

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Financial Statements and Other Reports

  	
   

  	
  45

  
	
  5.2

  	
   

  	
  Books and Records

  	
   

  	
  47

  
	
  5.3

  	
   

  	
  Existence

  	
   

  	
  47

  
	
  5.4

  	
   

  	
  Insurance

  	
   

  	
  48

  
	
  5.5

  	
   

  	
  Payment of Taxes and Claims

  	
   

  	
  48

  
	
  5.6

  	
   

  	
  Payment and Performance of Obligations

  	
   

  	
  48

  
	
  5.7

  	
   

  	
  Maintenance of Properties

  	
   

  	
  48

  
	
  5.8

  	
   

  	
  Compliance with Laws

  	
   

  	
  48

  
	
  5.9

  	
   

  	
  Use of Proceeds

  	
   

  	
  49

  
	
  5.10

  	
   

  	
  Claims Pari Passu

  	
   

  	
  49

  
	
  5.11

  	
   

  	
  Further Assurances

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6. NEGATIVE COVENANTS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Liens

  	
   

  	
  49

  
	
  6.2

  	
   

  	
  Indebtedness

  	
   

  	
  51

  
	
  6.3

  	
   

  	
  Acquisitions

  	
   

  	
  52

  
	
  6.4

  	
   

  	
  Restrictions on Subsidiary Distributions

  	
   

  	
  52

  
	
  6.5

  	
   

  	
  Restricted Payments

  	
   

  	
  53

  
	
  6.6

  	
   

  	
  Restriction on Fundamental Changes and Asset Sales

  	
   

  	
  53

  
	
  6.7

  	
   

  	
  Conduct of Business

  	
   

  	
  53

  
	
  6.8

  	
   

  	
  Fiscal Year

  	
   

  	
  54

  
	
  6.9

  	
   

  	
  Subordinated Indebtedness

  	
   

  	
  54

  
	
  6.10

  	
   

  	
  Transactions with Shareholders and Affiliates

  	
   

  	
  54

  
	
  6.11

  	
   

  	
  Financial Covenants

  	
   

  	
  54

  
	
  6.12

  	
   

  	
  Interest Rate Agreements and Currency Agreements

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. EVENTS OF DEFAULT

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Failure to Make Payments When Due

  	
   

  	
  56

  
	
  7.2

  	
   

  	
  Default in Other Agreements

  	
   

  	
  56

  
	
  7.3

  	
   

  	
  Breach of Certain Covenants

  	
   

  	
  56

  
	
  7.4

  	
   

  	
  Breach of Representation or Warranty

  	
   

  	
  56

  
	
  7.5

  	
   

  	
  Other Defaults Under Loan Documents

  	
   

  	
  56

  
	
  7.6

  	
   

  	
  Involuntary Bankruptcy; Appointment of Receiver, etc.

  	
   

  	
  57

  
	
  7.7

  	
   

  	
  Voluntary Bankruptcy; Appointment of Receiver, etc.

  	
   

  	
  57

  
	
  7.8

  	
   

  	
  Judgments and Attachments

  	
   

  	
  57

  
	
  7.9

  	
   

  	
  Dissolution

  	
   

  	
  58

  
	
  7.10

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  58

  
	
  7.11

  	
   

  	
  Change in Control

  	
   

  	
  58

  
	
  7.12

  	
   

  	
  Repudiation of Obligations

  	
   

  	
  58

  
	
  7.13

  	
   

  	
  Material Adverse Change

  	
   

  	
  58

  



 



 ii
 









 


	
  SECTION 8. MISCELLANEOUS

  	
   

  	
  59

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Assignments and Participations in Loans

  	
   

  	
  59

  
	
  8.2

  	
   

  	
  Expenses

  	
   

  	
  61

  
	
  8.3

  	
   

  	
  Indemnity

  	
   

  	
  61

  
	
  8.4

  	
   

  	
  Set-Off

  	
   

  	
  62

  
	
  8.5

  	
   

  	
  Amendments and Waivers

  	
   

  	
  63

  
	
  8.6

  	
   

  	
  Independence of Covenants

  	
   

  	
  63

  
	
  8.7

  	
   

  	
  Notices

  	
   

  	
  64

  
	
  8.8

  	
   

  	
  Survival of Representations, Warranties and
  Agreements

  	
   

  	
  65

  
	
  8.9

  	
   

  	
  Failure or Indulgence Not Waiver; Remedies
  Cumulative

  	
   

  	
  65

  
	
  8.10

  	
   

  	
  Marshalling; Payments Set Aside

  	
   

  	
  65

  
	
  8.11

  	
   

  	
  Severability

  	
   

  	
  66

  
	
  8.12

  	
   

  	
  Headings

  	
   

  	
  66

  
	
  8.13

  	
   

  	
  Applicable Law

  	
   

  	
  66

  
	
  8.14

  	
   

  	
  Successors and Assigns

  	
   

  	
  66

  
	
  8.15

  	
   

  	
  Consent to Jurisdiction and Service of Process

  	
   

  	
  66

  
	
  8.16

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  67

  
	
  8.17

  	
   

  	
  Confidentiality

  	
   

  	
  68

  
	
  8.18

  	
   

  	
  Ratable Sharing

  	
   

  	
  69

  
	
  8.19

  	
   

  	
  Counterparts; Effectiveness

  	
   

  	
  69

  
	
  8.20

  	
   

  	
  Obligations Several; Independent Nature of Lenders’
  Rights

  	
   

  	
  69

  
	
  8.21

  	
   

  	
  Usury Savings Clause

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9. AGENTS

  	
   

  	
  70

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Appointment

  	
   

  	
  70

  
	
  9.2

  	
   

  	
  Powers and Duties; General Immunity

  	
   

  	
  71

  
	
  9.3

  	
   

  	
  Representations and Warranties; No Responsibility
  For Appraisal of Creditworthiness

  	
   

  	
  73

  
	
  9.4

  	
   

  	
  Right to Indemnity

  	
   

  	
  73

  
	
  9.5

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  73

  
	
  9.6

  	
   

  	
  Acknowledgment of Potential Related Transactions

  	
   

  	
  74

  



 



 iii
 









 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  FORM OF NOTICE OF BORROWING

  	
   

  	
   

  
	
  II

  	
   

  	
  FORM OF CONVERSION/CONTINUATION NOTICE

  	
   

  	
   

  
	
  III

  	
   

  	
  FORM OF NOTE

  	
   

  	
   

  
	
  IV

  	
   

  	
  FORM OF CERTIFICATE RE NON-BANK STATUS

  	
   

  	
   

  
	
  V

  	
   

  	
  FORM OF ASSIGNMENT AGREEMENT

  	
   

  	
   

  
	
  VI

  	
   

  	
  FORM OF SECRETARY’S CERTIFICATE

  	
   

  	
   

  
	
  VII

  	
   

  	
  FORM OF OFFICER’S CERTIFICATE (SECTION 3.1A(v))

  	
   

  	
   

  
	
  VIII

  	
   

  	
  FORM OF OFFICER’S CERTIFICATE (SECTION 3.1A(vi))

  	
   

  	
   

  



 



 iv
 









 


	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  2.1A

  	
   

  	
  LENDERS’ COMMITMENTS AND PRO RATA SHARES

  	
   

  	
   

  
	
  6.1

  	
   

  	
  LIENS

  	
   

  	
   

  
	
  6.2

  	
   

  	
  SUBSIDIARY INDEBTEDNESS

  	
   

  	
   

  
	
  6.10

  	
   

  	
  TRANSACTIONS WITH AFFILIATES

  	
   

  	
   

  



 



 v















TERM LOAN AGREEMENT


This
TERM LOAN AGREEMENT is dated as of January 15, 2007 and entered into by and
among Hospira, Inc., a Delaware corporation (the “Borrower”), the banks and financial institutions listed on the
signature pages hereof (collectively, the “Initial
Lenders”), ABN AMRO Incorporated (“ABN
AMRO”), Citigroup Global Markets, Inc. (“CGMI”) and Morgan Stanley Senior Funding, Inc. (“MSSF”), as joint lead bookrunners and joint
lead arrangers (in such capacity, the “Lead
Arrangers”), ABN AMRO and MSSF, as joint syndication agents (in such
capacity, the “Syndication Agents”),
Bank of America, N.A. and Wachovia Bank, National Association, as
co-documentation agents (in such capacity, the “Documentation Agents”) and Citibank, N.A., as administrative
agent for the Lenders (“Citibank”
and in such capacity, the “Administrative
Agent”).


PRELIMINARY STATEMENTS


The
Borrower has requested, and the Lenders have agreed to extend, term loans in
the amount and on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the
mutual agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency which are hereby acknowledged, the Borrower, the
Lenders, the Lead Arrangers, the Syndication Agents, the Documentation Agents
and the Administrative Agent agree as follows:


SECTION 1.                            DEFINITIONS


1.1                               Certain
Defined Terms.


The
following terms used in this Agreement shall have the following meanings:


“ABN AMRO” shall have the meaning ascribed
to such term in the introduction to this Agreement.


“Acquisition” means the purchase or other
acquisition (by merger or otherwise) by a Person of all of substantially all of
the assets of, or all of the Capital Stock of, or a business line or unit or a
division of, any other Person.


“Administrative Agent” shall have the
meaning ascribed to such term in the introduction to this Agreement.


“Affected Lender” shall have the meaning
ascribed to such term in Section 2.9B.


“Affiliate” means, as applied to any Person,
any other Person directly or indirectly controlling, controlled by, or under
common control with, that Person.  For
the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control
with”), as applied to any Person, means the possession, directly or indirectly,
of the power (i) to vote 10% or more of the Securities having ordinary voting
power for the election of directors of such Person or (ii) to 













direct or cause
the direction of the management and policies of that Person, whether through
the ownership of voting securities or by contract or otherwise.


“Agents” means the Administrative Agent and
the Syndication Agents, collectively, and also means and includes any successor
Administrative Agent appointed pursuant to Section 9.5.


“Aggregate Amounts Due” shall have the
meaning ascribed to such term in Section 8.18.


“Agreement” means this Loan Agreement as it
may be amended, supplemented or otherwise modified from time to time.


“Applicable Law” means all applicable
provisions of constitutions, laws, statutes, ordinances, rules, treaties,
regulations, permits, licenses, approvals, interpretations and orders of courts
or Governmental Authorities and all orders and decrees of all courts and
arbitrators.


“Applicable Margin” means, as of any date, a
percentage per annum determined by reference to the applicable Performance
Level with respect to the Borrower in effect on such date, as set forth below:


	
  Performance Level

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  
	
  Base Rate Applicable Margin

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0.20

  	
  %

  
	
  LIBOR Applicable Margin

  	
   

  	
  0.350

  	
  %

  	
  0.450

  	
  %

  	
  0.600

  	
  %

  	
  0.700

  	
  %

  	
  1.200

  	
  %

  
	
  Commitment Fee

  	
   

  	
  0.075

  	
  %

  	
  0.090

  	
  %

  	
  0.100

  	
  %

  	
  0.150

  	
  %

  	
  0.250

  	
  %

  



 


For
purposes hereof, “Performance Level”
means, with respect to the Borrower, Performance Level I, Performance Level II,
Performance Level III, Performance Level IV or Performance Level V, as
identified by reference to the public debt rating of the Borrower, as the case
may be, in effect on such date as set forth below:


	
  Performance Level

  	
   

  	
  Public Debt Rating

  
	
  Level I

  	
   

  	
   

  	
  Long Term Senior Unsecured Debt rated greater than or
  equal to A- by S&P or A3 by Moody’s

  
	
  Level II

  	
   

  	
   

  	
  Long Term Senior Unsecured Debt rated greater than or
  equal to BBB+ by S&P or Baa1 by Moody’s

  
	
  Level III

  	
   

  	
   

  	
  Long Term Senior Unsecured Debt rated greater than or
  equal to BBB by S&P or Baa2 by Moody’s

  
	
  Level IV

  	
   

  	
   

  	
  Long Term Senior Unsecured Debt rated greater than 

  



 



 2
 









 


	
  

  	
   

  	
   

  	
  or equal to BBB- by S&P or Baa3 by Moody’s

  
	
  Level V

  	
   

  	
   

  	
  Long Term Senior Unsecured Debt rated less than BBB- by S&P or Baa3
  by Moody’s, and at all other times (including if such ratings are not
  available from both S&P and Moody’s)

  



 


For
purposes of this definition, the Performance Level shall be determined by the
applicable public debt rating for the Borrower as follows:  (i) the public debt ratings shall be
determined by the then-current rating announced by either S&P or Moody’s,
as the case may be, for any class of non-credit-enhanced long-term senior
unsecured debt issued by the Borrower; (ii) if only one of S&P and Moody’s
shall have in effect such a public debt rating, the Performance Level shall be
determined by reference to the applicable rating; (iii) if neither S&P nor
Moody’s shall have in effect such a public debt rating, the applicable
Performance Level will be Level V; (iv) if such public debt ratings established
by S&P and Moody’s shall fall within different levels, the public debt
rating will be determined by the higher of the two ratings, provided
that, in the event that the lower of such public debt ratings is more than one
level below the higher of such public debt ratings, the public debt rating will
be determined based upon the level that is one level above the lower of such
public debt ratings; (v) if any such public debt rating established by S&P
or Moody’s shall be changed, such change shall be effective as of the date on
which such change is first announced publicly by the rating agency making such
change; and (vi) if S&P or Moody’s shall change the basis on which such
public debt ratings are established, each reference to the public debt rating
announced by S&P or Moody’s, as the case may be, shall refer to the
then-equivalent rating by S&P or Moody’s, as the case may be.


“Applicable Reserve Requirement” means, at
any time with respect to any Lender, for any LIBOR Rate Loan, the rate,
expressed as a decimal, at which reserves (including any basic marginal,
special, supplemental, emergency or other reserves) are required to be
maintained by such Lender against “Eurocurrency liabilities” (as such term is
defined in Regulation D) under regulations issued from time to time by the
Board of Governors of the Federal Reserve System or other applicable banking
regulator.  Without limiting the effect
of the foregoing, the Applicable Reserve Requirement shall reflect any other
reserves required to be maintained by the applicable Lender with respect to (i)
any category of liabilities which includes deposits by reference to which the
applicable LIBOR rate is to be determined, or (ii) any category of extensions
of credit or other assets which include LIBOR Rate Loans.  For purposes hereof, a LIBOR Rate Loan shall
be deemed to constitute Eurocurrency liabilities and as such shall be deemed
subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender.


“Approved Fund” means 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.


“Asset Sale” means a sale, lease or
sub-lease (as lessor or sublessor), sale and leaseback transaction, assignment,
conveyance, transfer or other disposition to, or any exchange of property with,
any Person, in one transaction or a series of transactions, of all or any part
of the Borrower’s or any of its Subsidiary’s businesses, properties or assets
of any kind, whether real, personal, or mixed and whether tangible or
intangible, whether now owned or hereafter 



 3
 









acquired,
including the Capital Stock of any Subsidiary of the Borrower, other than such
businesses, properties or assets sold in the ordinary course of business and
consistent with past business practice of the Borrower and its Subsidiaries.


“Assignment Agreement” means an assignment
agreement, substantially in the form of Exhibit V hereto, satisfactory
in form and substance to the Administrative Agent.


“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy”, as now and hereafter in effect, or
any successor statute.


“Base Rate” means, for any day, a rate per
annum equal to the greater of (i) the Prime Rate in effect on such day and (ii)
the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.  Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.


“Base Rate Loan” means a Loan bearing
interest at a rate determined by reference to the Base Rate.


“Borrower” shall have the meaning ascribed
to such term in the introduction to this Agreement.


“Borrowing” means a borrowing consisting of
Loans of the same Type that (i) are made, continued or converted on the same
day and (ii) in the case of LIBOR Rate Loans, have the same Interest Period.


“Bridge Loans” means the loans to the
Borrower under the $1,425,000,000 Bridge Loan Agreement dated January 15, 2007
among the Borrower, the lenders parties thereto and Citicorp North America,
Inc., as administrative agent for such lenders.


“Business Day” means any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed, provided that, when used
in connection with a LIBOR Rate 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 Lease”, as applied to any Person,
means any lease of any property (whether real, personal or mixed) by that
Person as lessee that, in conformity with GAAP, is accounted for as a capital
lease on the balance sheet of that Person.


“Capital Stock” means any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation), including partnership interests and membership
interests, and any and all warrants, rights or options to purchase or other
arrangements or rights to acquire any of the foregoing.


“Cash” means money, currency or a credit
balance in any demand or deposit account.



 4
 









“Certificate re Non-Bank Status” means a
certificate substantially in the form of Exhibit IV annexed hereto
delivered by a Lender to the Administrative Agent pursuant to Section
2.8B(iii)(b).


“CGMI” shall have the meaning ascribed to
such term in the introduction to this Agreement.


“Change of Control” means (i) any Person or “group”
(within the meaning of Rules 13d 3 and 13d 5 under the Exchange Act) shall have
acquired beneficial ownership of 30% or more on a fully diluted basis of the
voting and/or economic interest in the Capital Stock of the Borrower; (ii) any
Person or “group” (within the meaning of Rules 13d 3 and 13d 5 under the
Exchange Act) shall have obtained the power (whether or not exercised) to elect
a majority of the members of the board of directors (or similar governing body)
of the Borrower; (iii) during any period of up to 24 consecutive months,
commencing before or after the date of this Agreement, a majority of the
members of the board of directors of the Borrower shall not be Continuing
Directors; or (iv) any Person or “group” (within the meaning of Rules 13d 3 and
13d 5 under the Exchange Act) shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of the
Borrower.


“Citibank” shall have the meaning ascribed
to such term in the introduction to this Agreement.


“Commitment” means the amount of the
commitment of a Lender to make a Loan hereunder and “Commitments” means such commitments of all Lenders in the
aggregate.  The amount of each Lender’s
Commitment, if any, is set forth on Schedule 2.1A or in the applicable
Assignment Agreement, subject to any adjustment, increase or reduction pursuant
to the terms and conditions hereof.  The
aggregate amount of the Commitments as of the date of this Agreement is
$500,000,000.


“Commitment Fee” shall have the meaning
ascribed to such term in Section 2.6(i).


“Compliance Certificate” means a certificate
of the chief financial officer, treasurer or controller of the Borrower setting
forth computations in reasonable detail demonstrating (i) compliance with the
covenants set forth in Section 6.11, as at the end of the period covered by
such financial statements, and (ii) certifying that such officer has obtained
no knowledge of any Potential Event of Default or Event of Default except as
specified in such certificate.


“Consolidated Adjusted EBITDA” means, in respect
of the Borrower and its Subsidiaries on a consolidated basis, for any period,
an amount equal to (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated Net Income, (b) Consolidated Financing Expense, (c)
provisions for taxes based on income, (d) total depreciation expense, (e) total
amortization expense, and (f) other non-Cash items reducing Consolidated Net
Income (excluding any such non-Cash item to the extent that it represents an
accrual or reserve for 



 5
 









potential Cash
items in any future period or amortization of a prepaid Cash item that was paid
in a prior period) and (e) Permitted Addbacks, minus (ii) other non-Cash
items increasing Consolidated Net Income for such period (excluding any such
non-Cash item to the extent it represents the reversal of an accrual or reserve
for potential Cash item in any prior period).


“Consolidated Financing Expense” means, in
respect of the Borrower and its Subsidiaries on a consolidated basis, for any
period, total interest expense (including that portion attributable to Capital
Leases in accordance with GAAP and capitalized interest) with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries, including all
commissions, discounts and other fees and charges owed with respect to any
letters of credit and bankers’ acceptance financing and net costs under
Interest Rate Agreements.


“Consolidated Net Income” means, in respect
of the Borrower and its Subsidiaries on a consolidated basis, for any period,
(i) the net income (or loss) for the Borrower and its Subsidiaries for such
period taken as a single accounting period determined in conformity with GAAP, minus
(ii) (a) the income (or loss) of any Person (other than a Subsidiary of the
Borrower) in which any other Person (other than the Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries by such Person during such period, (b) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of the Borrower or is
merged into or consolidated with the Borrower or any of its Subsidiaries or
that Person’s assets are acquired by the Borrower or any of its Subsidiaries,
(c) the income of any Subsidiary of the Borrower to the extent that the
declaration or payment of dividends or similar distributions by that Subsidiary
of that income is not at the time permitted by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, (d) any after-tax gains
or losses attributable to Asset Sales or returned surplus assets of any Pension
Plan, and (e) (to the extent not included in clauses (a) through (d) above) any
net extraordinary gains or net non-cash extraordinary losses.


“Consolidated Net Worth” means, at any date
of determination, all items which in conformity with GAAP would be included
under shareholders’ equity on a consolidated balance sheet of the Borrower and
its Subsidiaries.


“Consolidated Total Debt” means, in respect
of the Borrower and its Subsidiaries on a consolidated basis, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness,
determined on a consolidated basis in accordance with GAAP.


“Continuing Director” as applied to any
Person, means, for any period, an individual who is a member of the board of
directors of such Person on the first day of such period or whose election to
the board of directors of such Person is approved by a majority of the other
Continuing Directors.


“Contractual Obligation”, as applied to any
Person, means any provision of any securities issued by that Person or of any
indenture, mortgage, deed of trust, or other material contract, undertaking,
agreement or other material instrument to which that Person is a party or by
which it or any of its properties is bound or to which it or any of its
properties is subject.



 6
 









“Conversion/Continuation Date” means the effective
date of a continuation or conversion, as the case may be, as set forth in the
applicable Conversion/Continuation Notice.


“Conversion/Continuation Notice” means a
Conversion/Continuation Notice substantially in the form of Exhibit II.


“Credit Date” shall have the meaning
ascribed to such term in Section 2.1A.


“Credit Exposure” means, with respect to any
Lender as of any date of determination, (i) prior to the termination of the
Commitments, that Lender’s Commitment; and (ii) after the termination of the
Commitments, the aggregate outstanding principal amount of the Loans of that
Lender.


“Currency Agreement” means any foreign
exchange contract, currency swap agreement, futures contract, option contract,
synthetic cap or other similar agreement or arrangement.


“Default Excess” means, with respect to any
Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata
Share of the aggregate outstanding principal amount of Loans of all Lenders
(calculated as if all Defaulting Lenders (other than such Defaulting Lender)
had funded all of their respective Defaulted Loans) over the aggregate
outstanding principal amount of all Loans of such Defaulting Lender.


“Default Period” means, with respect to any
Defaulting Lender, the period commencing on the date of the applicable Funding
Default and ending on the earliest of the following dates:  (i) the date on which all the Obligations are
declared or become immediately due and payable, (ii) the date on which the Default
Excess with respect to such Defaulting Lender shall have been reduced to zero
(whether by the funding by such Defaulting Lender of its Defaulted Loan or by
the non pro rata application of any voluntary or mandatory prepayments of the
Loans in accordance with the terms of Section 2.7A or C) and (iii) the date on
which the Borrower, the Administrative Agent and the Requisite Lenders waive
all Funding Defaults of such Defaulting Lender in writing.


“Defaulted Loan” shall have the meaning
ascribed to such term in Section 2.10.


“Defaulting Lender” shall have the meaning
ascribed to such term in Section 2.10.


“Divestiture” means the sale by Borrower of
certain assets as required under the Consent Order relating to the Federal
Trade Commission’s termination of the waiting period under the Hart Scott Rodino
Antitrust Improvements Act of 1976 in connection with the Mayne Pharma
Acquisition.


“Documentation Agents” shall have the
meaning ascribed to such term in the introduction to this Agreement.


“Dollars” and the sign “$” mean the lawful money of the United
States of America.



 7
 









“Effective Date” means the date on which the
conditions specified in Section 3.1 are satisfied or waived in accordance with
Section 8.5.


“Eligible Assignee” means (A) any Lender and
any Affiliate of any Lender; and (B) any commercial bank, savings and loan
association, savings bank, insurance company, investment or mutual fund or
other entity that is an “accredited investor” (as defined in Regulation D under
the Securities Act) and which extends credit or buys loans as one of its businesses;
provided that no Affiliate of the Borrower or any of its Subsidiaries
shall be an Eligible Assignee.


“Employee Benefit Plan” means any “employee
benefit plan” as defined in Section 3(3) of ERISA (other than a Multiemployer
Plan) which is or was maintained or contributed to by the Borrower or any of
its ERISA Affiliates.


“Environmental Claim” means any
investigation, notice, notice of violation, claim, action, suit, proceeding,
order, consent decree, settlement, demand, abatement order or other order or
directive (conditional or otherwise), by any Governmental Authority or any
other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity or
(iii) in connection with any actual or alleged damage, injury, threat or harm
to health, safety, natural resources or the environment.


“Environmental Laws” means any and all
current or future federal, state, local and foreign laws and regulations,
statutes, ordinances, orders, rules, guidance documents, judgments,
Governmental Authorizations, or any other requirements of Governmental
Authorities relating to (i) environmental matters, including those relating to
any Hazardous Materials Activity, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare.


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any successor thereto.


“ERISA Affiliate” means, as applied to any
Person, (i) any corporation which is a member of a controlled group of
corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (ii) any trade or business (whether or not
incorporated) which is a member of a group of trades or businesses under common
control within the meaning of Section 414(c) of the Internal Revenue Code of
which that Person is a member; and (iii) any member of an affiliated service
group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
of which that Person, any corporation described in clause (i) above or any
trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of the Borrower
shall continue to be considered an ERISA Affiliate of the Borrower within the
meaning of this definition with respect to the period such entity was an ERISA
Affiliate of the Borrower and with respect to liabilities arising after such
period relating to the period that such entity was an ERISA Affiliate.



 8
 









“ERISA Event” means (i) a “reportable event”
within the meaning of Section 4043 of ERISA and the regulations issued
thereunder with respect to any Pension Plan (excluding those for which 30-day
notice to the PBGC has been waived); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to
any Pension Plan (whether or not waived in accordance with Section 412(d) of
the Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by the Borrower or any of its ERISA Affiliates from any Pension
Plan with two or more contributing sponsors or the termination of any such
Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA;
(v) the institution by the PBGC of proceedings to terminate any Pension Plan,
or the occurrence of any event or condition which might reasonably constitute
grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (vi) the imposition of liability on the Borrower
or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or
by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal
by the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
withdrawal liability to the Borrower or any of its ERISA Affiliates as a result
of the withdrawal, or the receipt by the Borrower or any of its ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization
or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on the
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
of fines, penalties, taxes or related charges under Chapter 43 of the Internal
Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071
of ERISA in respect of any Employee Benefit Plan, in each case in an amount
that would be material; (ix) the assertion of a material claim (other than
routine claims for benefits) against any Employee Benefit Plan or the assets
thereof, or against the Borrower or any of its ERISA Affiliates in connection
with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.


“Event of Default” means each of the events
set forth in Section 7.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time, and any successor statute.


“Facilities” means any and all real property
(including all buildings, fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased, operated or used by the Borrower or any
of its Subsidiaries or any of their respective predecessors or Affiliates.



 9
 









“Federal Funds Effective Rate” means for any
day, the rate per annum (expressed, as a decimal, rounded upwards, if
necessary, to the next higher 1/100 of 1%) equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided (i) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if
no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent, in its capacity as a Lender, on such day on such transactions as
determined by the Administrative Agent.


“Fee Letters” means (i) the Fee Letter,
dated October 3, 2006, among the Borrower, MSSF, ABN and CGMI, as the same may
be amended, supplemented or otherwise modified from time to time and (ii) the
Fee Letter, dated October 3, 2006, between the Borrower and MSSF, as the same
may be amended, supplemented or otherwise modified from time to time.


“Fiscal Quarter” means a fiscal quarter of
any Fiscal Year.


“Fiscal Year” means the fiscal year of the
Borrower and its Subsidiaries (excluding any Subsidiary that is acquired after
the date hereof that has not yet changed its fiscal year to a calendar year)
ending on December 31 of each calendar year. 
For purposes of this Agreement, any particular Fiscal Year shall be designated
by reference to the calendar year in which such Fiscal Year ends.


“Fund” means any Person (other than a
natural 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.


“Funding and Payment Office” means the
office of the Administrative Agent as set forth under the Administrative Agent’s
name on the signature pages hereof, or such other office designated in a
written notice delivered by the Administrative Agent to the Borrower and each
Lender.


“Funding Default” shall have the meaning
ascribed to such term in Section 2.10.


“GAAP” means, subject to the limitations on
the application thereof set forth in Section 1.2, generally accepted accounting
principles set forth in opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the United States accounting profession, in each case as the same
are applicable to the circumstances as of the date of determination.


“Governmental Acts” means any act or
omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.



 10
 









“Governmental Authority” means any federal,
state, municipal, national or other government, governmental department,
commission, board, bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any
government or any court, in each case whether associated with a state of the
United States, the United States, or a foreign entity or government.


“Governmental Authorization” means any
permit, license, authorization, plan, directive, registration with, approval
of, consent order or consent decree of or from, or notice to any Governmental
Authority.


“Hazardous Materials” means any chemical,
material or substance, (i) exposure to which is prohibited or limited by any
Governmental Authority, (ii) which is designated, classified or regulated as “hazardous”
or “toxic” or as a “pollutant” or “contaminant” under any Environmental Law or
(iii) which may or could pose a hazard to the health and safety of the owners,
occupants or any Persons in the vicinity of any Facility or to the indoor or
outdoor environment.


“Hazardous Materials Activity” means any
past, current, proposed or threatened activity, event or occurrence involving
any Hazardous Materials, including the use, manufacture, possession, storage,
holding, presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.


“Highest Lawful Rate” shall have the meaning
ascribed to such term in Section 8.21.


“Implementation Agreement” means the Scheme
Implementation Agreement dated September 20, 2006 among Mayne Pharma, Hospira
Holdings (S.A.) Pty Ltd and the Borrower.


“Indebtedness”, as applied to any Person,
means (i) all indebtedness for borrowed money; (ii) that portion of obligations
with respect to Capital Leases that is classified as a liability on a balance
sheet in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding any such obligations incurred
under ERISA), which purchase price is (a) due more than six months from the
date of incurrence of the obligation in respect thereof or (b) evidenced by a
note or similar written instrument; (v) all indebtedness secured by any Lien on
any property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person; (vi) the face amount of any letter of
credit issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings; (vii) the direct or indirect
guaranty, endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of the obligation of another; (viii) any obligation of such
Person the primary purpose or intent of which is to provide 



 11
 









assurance to an
obligee that the obligation of the obligor thereof will be paid or discharged,
or any agreement relating thereto will be complied with, or the holders thereof
will be protected (in whole or in part) against loss in respect thereof; and
(ix) any liability of such Person for an obligation of another through any
agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (b) to
maintain the solvency or any balance sheet item, level of income or financial
condition of another if, in the case of any agreement described under
subclauses (a) or (b) of this clause (ix), the primary purpose or intent
thereof is as described in clause (viii) above.


“Indemnitees” shall have the meaning
ascribed to such term in Section 8.3.


“Indemnified Liabilities” shall have the
meaning ascribed to such term in Section 8.3.


“Initial Lenders” shall have the meaning
ascribed to such term in the introduction to this Agreement.


“Interest Coverage Ratio” means the ratio as
of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for
the four-Fiscal Quarter period then ended, to (ii) Consolidated Financing
Expense for such four-Fiscal Quarter period.


“Interest Payment Date” means with respect
to (i) any Base Rate Loan, each March 31, June 30, September 30 and December 31
of each year, commencing on the first such date to occur after the Effective
Date, and the Maturity Date and (ii) any LIBOR Rate Loan, the last day of each
Interest Period therefor and, if any such Interest Period is longer than three
months, the date that is three months after the first day of such Interest
Period, provided that, if any Interest Payment Date would otherwise fall
on a day which is not a Business Day, it shall be postponed to the next day
which is a Business Day.


“Interest Period” shall have the meaning
ascribed to such term in Section 2.5B.


“Interest Rate Agreement” means any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement or arrangement.


“Interest Rate Determination Date” means,
with respect to any Interest Period, the second Business Day prior to the first
day of such Interest Period.


“Internal Revenue Code” means the Internal
Revenue Code of 1986, as amended to the date hereof and from time to time
hereafter, and any successor statute.


“Joint Venture” means a joint venture,
partnership or other similar arrangement, whether in corporate, partnership or
other legal form; provided that in no event shall any corporate
Subsidiary of any Person be considered a Joint Venture to which such Person is
a party.



 12
 









“Lead Arrangers” shall have the meaning
ascribed to such term in the introduction to this Agreement.


“Lender” and “Lenders” shall mean the Initial Lenders and each Person that
shall become a party hereto pursuant to Section 8.1.


“Leverage Ratio” means, in respect of the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (i)
Consolidated Total Debt as of the last day of any Fiscal Quarter to (ii)
Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended.


“LIBOR” means, for any Interest Rate
Determination Date, the offered rate in the London interbank market for
deposits in Dollars offered for a term comparable to such Interest Period that
appears on Telerate Page 3750 as of approximately 11:00 A.M., London time (or
such other page as may replace such page on such service for the purpose of
displaying the rates at which such Dollar deposits are offered by leading banks
in the London interbank deposit market), or if no quotation appears on Telerate
Page 3750, the average rate per annum which the offices of four leading banks
selected by the Administrative Agent and located in London offer for deposits in
Dollars in the London interbank deposit market at approximately 11:00 a.m.
(London time).


“LIBOR Rate Loan” means any Loan bearing
interest at a rate calculated with respect to LIBOR.


“Lien” means any lien, mortgage, pledge,
assignment, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest) and any option, trust
or other preferential arrangement having the practical effect of any of the
foregoing.


“Loan” means a loan made by a Lender to the
Borrower pursuant to Section 2.1A.


“Loan Documents” means this Agreement, the
Fee Letters and any Note.


“Margin Stock” shall have the meaning
ascribed to such term in Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.


“Material Adverse Effect” means a material
adverse effect upon (i) the business, operations, properties or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole, (ii) the ability of the Borrower to perform, or of the Administrative
Agent to enforce, any of the Obligations of the Borrower or (iii) the legality,
validity, binding effect or enforceability against the Borrower of a Loan
Document.  For the avoidance of doubt,
changes or effects resulting from items related to Permitted Addbacks shall not
be considered in determining whether a Material Adverse Effect has occurred.


“Maturity Date” means the earlier to occur
of (i) the third anniversary of the Effective Date, and (ii) the date of the
acceleration of the Loans pursuant to Section 7.


“Mayne Pharma” means Mayne Pharma Limited
ACN 097 064 330.



 13
 









“Mayne Pharma Acquisition” means the
acquisition by Hospira Holdings (S.A.) Pty Ltd of all of the stock of Mayne
Pharma substantially on the terms set forth in the Implementation Agreement.


“Moody’s” means Moody’s Investor Services,
Inc. or any successor thereto.


“MSSF” shall have the meaning ascribed to
such term in the introduction to this Agreement.


“Multiemployer Plan” means any Employee
Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of
ERISA to which the Borrower or any of its ERISA Affiliates is obligated to make
contributions.


“Net Cash Proceeds” means, with respect to
any sale, lease, transfer or other disposition of any asset or the incurrence
or issuance of any debt or the sale or issuance of any equity interests
(including any capital contribution) by the Borrower or any of its
Subsidiaries, the aggregate amount of cash received from time to time (whether
as initial consideration or through payment or disposition of deferred
consideration) by or on behalf of such Person in connection with such
transaction after deducting therefrom only (without duplication)
(a) reasonable and customary brokerage commissions, underwriting fees and
discounts, legal and accounting fees, filing fees, finder’s fees and other
similar fees and commissions, (b) the amount of taxes payable in
connection with or as a result of such transaction and (c) the amount of
any debt secured by a Lien on such asset that, by the terms of the agreement or
instrument governing such debt, is required to be repaid upon such disposition,
in each case to the extent, but only to the extent, that the amounts so
deducted are, at the time of receipt of such cash, actually paid to a Person
that is not an Affiliate of the Borrower and are properly attributable to such
transaction or to the asset that is the subject thereof.


“Non-US Lender” shall have the meaning
ascribed to such term in Section 2.8B(iii)(a).


“Note” means a promissory note of the
Borrower payable to the order of any Lender issued pursuant to Section 2.4C, in
substantially in the form of Exhibit III, as amended, supplemented or
otherwise modified from time to time.


“Notice of Borrowing” means a notice
substantially in the form of Exhibit I annexed hereto delivered by the
Borrower to the Administrative Agent pursuant to Section 2.1B with respect to
the proposed borrowing of the Loans.


“Obligations” means all obligations of every
nature of the Borrower from time to time owing to the Agents, the Lead
Arrangers and the Lenders or any of them under the Loan Documents.


“Officer’s Certificate” means, as applied to
any corporation, a certificate executed on behalf of such corporation by any
one of its chairman of the board (if an officer), its president, one of its
vice presidents, its chief financial officer or its treasurer or, as applied to
any limited partnership, a certificate executed on behalf of such limited
partnership by the chairman of the board (if an officer), the president, one of
the vice presidents, the chief financial officer or 



 14
 









treasurer of the
general partner of such limited partnership, or, if the general partner of such
limited partnership is an individual, executed by such individual; provided
that every Officer’s Certificate with respect to the compliance with a
condition precedent to the making of any Borrowing shall include:  (i) a statement that the officer making or
giving such Officer’s Certificate has read such condition and any definitions
or other provisions contained in this Agreement relating thereto, (ii) a
statement that, in the opinion of the signer, he has made or has caused to be
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such condition has been complied with,
and (iii) a statement as to whether, in the opinion of the signer, such
condition has been complied with.


“Organizational Documents” means (i) with
respect to any corporation, its certificate or articles of incorporation or
organization, as amended, and its by laws, as amended, (ii) with respect to any
limited partnership, its certificate of limited partnership, as amended, and
its partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to
any limited liability company, its articles of organization, as amended, and
its operating agreement, as amended.  In
the event any term or condition of this Agreement or any other Loan Document
requires any Organizational Document to be certified by a secretary of state or
similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such
governmental official.


“PBGC” means the Pension Benefit Guaranty
Corporation and any successor thereto.


“Pension Plan” means any Employee Benefit
Plan, other than a Multiemployer Plan, which is subject to Section 412 of the
Internal Revenue Code or Section 302 of ERISA and which is intended to be
qualified under Section 401(a) of the Code.


“Performance Level” shall have the meaning
ascribed to such term within the definition of “Applicable Margin”.


“Permitted Acquisition” means an Acquisition
permitted by Section 6.3.


“Permitted Addbacks” means, for any period
ending on or after March 31, 2007, each of the following to the extent taken
into account in determining Consolidated Net Income for such period (all
calculated on a consolidated pre-tax basis): (a) any one-time or special
non-cash charges or expenses resulting from the Mayne Pharma Acquisition,
including charges relating to the write-up of Mayne Pharma’s inventory and the
write-off of in-process research and development; (b) the first $115,000,000 of
charges and expenses (whether cash or non-cash) incurred before December 31,
2008 related to the integration of Mayne Pharma into the Borrower, including
charges and expenses for employee severance or retention, integration of
information systems, plant shutdowns, product relocation and relabeling and
consulting fees); (c) the first $109,000,000 of restructuring charges and
expenses (whether cash or non-cash) incurred after March 31, 2006 and before December
31, 2008 related to the Borrower’s closure of its Ashland, Ohio, Donegal,
Ireland and Montreal, Canada facilities and exit from its North Chicago,
Illinois facility and related expenses (whether cash or non-cash) for the
relocation of production from such facilities to other facilities; and (d) the
first $24,000,000 of charges and 



 15
 









expenses (whether
cash or non-cash) incurred after March 31, 2006 and before December 31, 2006
related to the Borrower’s separation from Abbott Laboratories, including the
establishment of new facilities, the build-out of independent information
technology systems, and product registration and re-labeling.


“Person” means and includes natural persons,
corporations, limited partnerships, general partnerships, limited liability
companies, limited liability partnerships, joint stock companies, Joint
Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
Governmental Authorities.


“Potential Event of Default” means a
condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.


“Prime Rate” means the rate of interest as
announced by the Administrative Agent from time to time as its base rate, as in
effect from time to time.  The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer.  The
Administrative Agent or any other Lender may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.


“Pro Rata Share” means, with respect to any
Lender, the percentage obtained by dividing (i) the Credit Exposure of such
Lender by (ii) the aggregate Credit Exposure of all Lenders.


“Proceedings” shall have the meaning
ascribed to such term in Section 5.1(vi).


“Qualified Receivables Transaction” means
any transaction or series of transactions that may be entered into by the
Borrower or any Subsidiary of the Borrower pursuant to which the Borrower or
any such Subsidiary may sell, convey, pledge or otherwise transfer to a
newly-formed Subsidiary of the Borrower or other special purpose entity, or any
other Person, any accounts receivable (including chattel paper, instruments and
general intangibles) or notes receivable and the rights and certain other
property related thereto, provided that (i) all of the terms and
conditions of such transaction or series of transactions, including the amount
and type of any recourse to the Borrower or a Subsidiary of the Borrower with
respect to the assets transferred, are acceptable to the Administrative Agent
and the Requisite Lenders and (ii) the Receivables Transaction Attributed
Indebtedness incurred in all such transactions does not exceed $150,000,000 at
any time outstanding.


“Receivables Transaction Attributable Indebtedness”
means, with respect to any Qualified Receivables Transaction on any date of
determination, the unrecovered purchase price on such date of all assets sold,
conveyed, pledged or otherwise transferred by the Borrower or any wholly-owned
Subsidiary of the Borrower to the third-party conduit entity or other
receivables credit provider under such Qualified Receivables Transaction.


“Register” shall have the meaning ascribed
to such term in Section 2.4A.


“Regulation D” means Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.



 16















“Release” means any release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal
of any barrels, containers or other closed receptacles containing any Hazardous
Material), including the movement of any Hazardous Material through the air,
soil, surface water or groundwater.


“Replacement Lender” shall have the
meaning ascribed to such term in Section 2.11.


“Requisite Lenders” means Lenders having
aggregate Pro Rata Shares of more than 50%.


“Responsible Officer” means the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the General
Counsel of the Borrower or any other officer of the Borrower responsible for
overseeing or reviewing compliance with the Agreement.


“Restricted Payment” means (i) any
dividend or other distribution, direct or indirect, on account of any shares of
any class of Capital Stock of the Borrower, except a dividend payable solely in shares of such
class of Capital Stock to the holders of such class of Capital Stock;
(ii) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class
of Capital Stock of the Borrower;
and (iii) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
Capital Stock of the Borrower, except any repurchase or other
acquisition of shares of such Capital Stock, or warrants, options or other
rights to acquire such shares, in connection with employee compensation in the
ordinary course of business in accordance with plans approved by the board of
directors of the Borrower.


“S&P” means Standard & Poor’s
Ratings Group, a division of The McGraw Hill Corporation or any successor
thereto.


“Scheme” means the scheme of arrangement
between Mayne Pharma and its shareholders in the form approved by the Court (as
defined in the Implementation Agreement) on the Second Court Date (as defined
in the Implementation Agreement), pursuant to which the Borrower or a
Subsidiary thereof will acquire all of the outstanding ordinary shares of Mayne
Pharma.


“Securities” means any stock, share,
partnership interest, membership interest in a limited liability company,
voting trust certificates, certificate of interest or participation in any
profit-sharing agreement or arrangement, option, warrant, bond, debenture,
note, or other evidence of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.


“Securities Act” means the Securities
Act of 1933, as amended from time to time, and any successor statute.



 17
 









“Significant Subsidiary” means, at any
time, a Subsidiary that has or represents at least 5% of (i) the consolidated
gross revenues of the Borrower and its Subsidiaries for the Fiscal Year then
most recently ended and/or (ii) the consolidated assets of the Borrower and its
Subsidiaries as of the last day of the Fiscal Year then most recently ended.


“Solvent” means, with respect to any
Person on a particular date, that on such date (a) the fair value of the
property of such Person is greater than the total amount of liabilities,
including contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature and (d) such
Person is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute an
unreasonably small capital.  The amount
of contingent liabilities at any time shall be computed as the amount that, in
the light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.


“Subject Transaction” shall have the
meaning ascribed to such term in Section 6.11D.


“Subordinated Indebtedness” means any
Indebtedness of the Borrower or any of its Subsidiaries, subordinated in right
and time of payment to the Obligations.


“Subsidiary” means, with respect to any
Person, any corporation, partnership, limited liability company, association or
other business entity of which more than 50% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof.


“Surviving Obligations” means contingent
indemnification liabilities of the Borrower under the Loan Documents that are
not yet due and payable.


“Syndication Agents” shall have the
meaning ascribed to such term in the introduction to this Agreement.


“Tax” means any present or future tax,
levy, impost, duty, assessment, charge, fee, deduction or withholding of any
nature and whatever called, by whomsoever, on whomsoever and wherever imposed,
levied, collected, withheld or assessed; provided “Tax on the overall
net income” of a Person shall be construed as a reference to a tax imposed by
the jurisdiction in which that Person is organized or in which that Person’s
applicable principal office (and/or, in the case of a Lender, its lending
office) is located or in which that Person (and/or, in the case of a Lender,
its lending office) is deemed to be doing business on all or part of the net
income, profits or gains (whether worldwide, or only insofar as such income,
profits or gains are



 18
 









considered to arise in or to relate to a particular
jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender,
its applicable lending office).


“Terminated Lender” shall have the
meaning ascribed to such term in Section 2.11.


“Transaction” means the Mayne Pharma Acquisition
and the debt financings contemplated thereby.


“Type of Loan” means a Base Rate Loan or
a LIBOR Rate Loan.


1.2                               Accounting
Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.


Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the respective
meanings assigned to them in conformity with GAAP.  Calculations in connection with the
definitions, covenants and other provisions of this Agreement shall utilize
accounting principles and policies in effect on the date hereof which are in
conformity with those used to prepare the financial statements referred to in
Section 4.4.  Financial statements and
other information required to be delivered by the Borrower to the Administrative
Agent pursuant to clauses (i) and (ii) of Section 5.1 shall be prepared in
accordance with GAAP as in effect at the time of such preparation.  In the event that a change in GAAP or other
accounting principles and policies after the date hereof affects in any
material respect the calculations of the covenants contained herein, the
Lenders and the Borrower agree to negotiate in good faith to amend the affected
covenants (and related definitions) to compensate for the effect of such
changes so that the restrictions, limitations and performance standards
effectively imposed by such covenants, as so amended, are substantially
identical to the restrictions, limitations and performance standards imposed by
such covenants as in effect on the date hereof; provided that, if the
Requisite Lenders and the Borrower fail to reach agreement with respect to such
amendment within a reasonable period of time following the date of
effectiveness of any such change, calculation of compliance by the Borrower and
its Subsidiaries with the covenants contained herein shall be determined in
accordance with GAAP as in effect immediately prior to such change.


1.3                               Other
Definitional Provisions and Rules of Construction.


A.                                    Any
of the terms defined herein may, unless the context otherwise requires, be used
in the singular or the plural, depending on the reference.


B.                                    References
to “Sections” and subsections shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically provided.


C.                                    The
use in any of the Loan Documents of the word “include” or “including”, when
following any general statement, term or matter, shall not be construed to
limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
nonlimiting language (such as “without limitation” or “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be



 19
 









deemed to refer to all other items or matters that fall within the
broadest possible scope of such general statement, term or matter.


D.                                    Whenever the term “wholly-owned” is used with respect to a Subsidiary of
a Person, such term means that all of the Capital Stock (other than directors’
qualifying shares) of such Subsidiary is owned, directly or indirectly, by such Person.


E.                                      For
purposes of this Agreement, any reference to a “Loan” may be (as the context
requires) a reference to (i) the single Loan of Lender made on the Credit Date
or purchased in whole or part via an assignment; or (ii) a portion of a Loan
referred to in the preceding clause (i) that is of a particular Type and, in
the case of a LIBOR Loan, has a particular interest period.


SECTION 2.                            AMOUNT
AND TERMS OF COMMITMENTS AND LOANS


2.1                               Commitment;
Making of Loans.


A.                                    Commitments.


(i)                                     On
any Business Day during the period from the Effective Date through February 7,
2007 (such Business Day, the “Credit Date”),
subject to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of the Borrower herein set forth, each Lender
severally agrees to make a Loan in an amount up to but not exceeding such
Lender’s Commitment as set forth opposite its name on Schedule 2.1A
annexed hereto.


(ii)                                  After
giving effect to the Loans made on the Credit Date, each Lender’s Commitment
shall expire.  Amounts borrowed pursuant
to this Section 2.1A and repaid or prepaid may not be reborrowed.


B.                                    Borrowing
Mechanics.


(i)                                     Each
Borrowing shall at all times be in minimum amount of $5,000,000.


(ii)                                  The
Borrower shall deliver to Administrative Agent on behalf of the Lenders a fully
executed Notice of Borrowing (a) if any portion of the Loans initially will
consist of LIBOR Rate Loans, not later than 11:00 a.m. (New York City time), at
least three (3) Business Days in advance of the proposed Credit Date; or (b)
otherwise, not later than 11:00 a.m. (New York City time), on the proposed
Credit Date.  Except as otherwise
provided herein, the Notice of Borrowing for LIBOR Rate Loans shall be irrevocable
on and after the initial Interest Rate Determination Date, and the Borrower
shall be bound to borrow such Loans in accordance therewith.  The Notice of Borrowing shall specify the
following information:


(a)                                  the
aggregate amount of such Loans;


(b)                                 the
Credit Date, which shall be a Business Day;


(c)                                  whether
the Loans initially are to be Base Rate Loans or LIBOR Rate Loans or a
combination thereof; and



 20
 









(d)                                 the
location and number of the Borrower’s account to which funds are to be
disbursed.


(iii)                               Notice
of receipt of the Notice of Borrowing, together with the amount of each
Lender’s Pro Rata Share thereof, together with the applicable interest rate,
shall be provided by the Administrative Agent to each Lender by facsimile with
reasonable promptness, but (provided the Administrative Agent shall have
received such notice by 11:00 a.m. (New York City time)) not later than 2:00
p.m. (New York City time) on the same day as the Administrative Agent’s receipt
of the Notice of Borrowing from the Borrower.


(iv)                              Each
Lender shall make the amount of its Loan available to the Administrative Agent
on the Credit Date by wire transfer not later than 12:00 p.m. (New York City
time) or, if later, not more than one hour after receipt of the Administrative
Agent’s delivery of the notice pursuant to clause (iii) above, in same day
funds in Dollars at the Funding and Payment Office.


(v)                                 Except
as provided herein, upon satisfaction or waiver of the conditions precedent
specified in Section 3.1 and Section 3.2, the Administrative Agent shall make
the proceeds of the Loans available to the Borrower on the Credit Date by
causing an amount of same day funds equal to the proceeds of all such Loans
received by the Administrative Agent from the Lenders to be credited to the
account referred to in Section 2.1B(ii)(d).


2.2                               Repayment.


A.                                    The
Borrower shall repay to the Administrative Agent for the ratable account of the
Lenders the aggregate outstanding amount of the Loans on the following dates in
the amounts indicated (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order of priority as set
forth in Section 2.7):


	
  Date

  	
   

  	
  Amount

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  September 30,
  2007

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  December 31,
  2007

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  September 30,
  2008

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  December 31,
  2008

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  62,500,000

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  62,500,000

  	
   

  
	
  September 30,
  2009

  	
   

  	
  $

  	
  62,500,000

  	
   

  
	
  Maturity Date

  	
   

  	
  $

  	
  62,500,000

  	
   

  



 



 21
 









provided, however, that the Loans and all other
amounts owed hereunder with respect to the Loans and the Commitment of each
Lender shall be paid in full on the Maturity Date.


2.3                               Pro
Rata Shares; Availability of Funds.


A.                                    Pro
Rata Shares.  The Loans shall be made
by the Lenders simultaneously and proportionately to their respective Pro Rata
Shares (determined as of the Credit Date), it being understood that no Lender
shall be responsible for any default by any other Lender in such other Lender’s
obligation to make its Loan hereunder nor shall any Commitment of any Lender be
increased or decreased as a result of a default by any other Lender in such
other Lender’s obligation to make its Loan hereunder.


B.                                    Availability
of Funds.  Unless the Administrative
Agent shall have been notified by any Lender prior to the Credit Date that such
Lender does not intend to make available to the Administrative Agent the amount
of such Lender’s Loan requested on the Credit Date, the Administrative Agent
may assume that such Lender has made such amount available to the
Administrative Agent on the Credit Date and the Administrative Agent may, in
its sole discretion, but shall not be obligated to, make available to the
Borrower a corresponding amount on the Credit Date.  If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender or an Affiliate of
such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from the Credit Date until the date such amount is paid to the
Administrative Agent, at the customary rate set by the Administrative Agent for
the correction of errors among banks for three Business Days and thereafter at
the Base Rate.  If such Lender does not
pay such corresponding amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent together with interest thereon, for each day from the Credit Date until
the date such amount is paid to the Administrative Agent, at the rate payable
hereunder for Base Rate Loans.  Nothing
in this Section 2.3B shall be deemed to relieve any Lender from its obligation
to fulfill its Commitments hereunder or to prejudice any rights that the
Borrower may have against any Lender as a result of any default by such Lender
hereunder.


2.4                               The
Register; Evidence of Debt; Notes.


A.                                    Register.


(i)                                     The
Administrative Agent shall maintain at its Payment and Funding Office a
register for the recordation of the names and addresses of the Lenders and the
Commitment and Loan of each Lender from time to time (the “Register”). 
The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.  The Administrative Agent shall
record in the Register the Commitment and the Loan of each Lender, and each
repayment or prepayment in respect of the principal amount of such Loans.  Any such recordation shall be prima facie
evidence of the



 22
 









amount owed to such Lender hereunder; provided that failure to
make any such recordation, or any error in such recordation, shall not affect
any Lender’s Commitment or the Obligations in respect of any Loan.  The Borrower hereby designates Citibank to
serve as the Borrower’s agent solely for purposes of maintaining the Register
as provided in this Section 2.4, and the Borrower hereby agrees that, to the
extent Citibank serves in such capacity, Citibank and its officers, directors,
employees, agents and affiliates shall constitute “Indemnitees” hereunder.


(ii)                                  The
Borrower, the Administrative Agent and the Lenders shall deem and treat the
Persons listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof, and
no assignment or transfer of any Commitment or Loan shall be effective, in each
case unless and until an Assignment Agreement effecting the assignment or
transfer thereof shall have been accepted by the Administrative Agent and
recorded in the Register as provided in Section 8.1C.  Prior to such recordation, all amounts owed
with respect to the applicable Commitment or Loan shall be owed to the Lender
listed in the Register as the owner thereof, and any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans.


B.                                    Lenders’
Evidence of Debt.  Each Lender shall
maintain on its internal records an account or accounts evidencing the
Obligations of the Borrower to such Lender, including the amounts of the Loans
made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and
binding on the Borrower, absent manifest error; provided that the
failure to make any such recordation, or any error in such recordation, shall
not affect any Lender’s Commitments or the Obligations of the Borrower in
respect of any applicable Loans; and provided further, in the event of
any inconsistency between the Register and any Lender’s records, the
recordations in the Register shall govern.


C.                                    Notes.  If so requested by any Lender by written
notice to the Borrower (with a copy to the Administrative Agent), the Borrower
shall execute and deliver to such Lender, promptly after the Borrower’s receipt
of such notice, a Note or Notes to evidence such Lender’s Loans.


2.5                               Interest
on the Loans.


A.                                    Rate
of Interest; Type of Loan.


(i)                                     Subject to the
provisions of Sections 2.5E, 2.8 and 2.9, each Loan shall bear interest on the
unpaid principal amount thereof from the date made through the Maturity Date
(whether by acceleration or otherwise) at a rate equal to (a) at all times such
Loan is a Base Rate Loan, the Base Rate plus the Applicable Margin or
(b) at all times such Loan is a LIBOR Rate Loan, the sum of LIBOR plus the
Applicable Margin.


(ii)                                  The basis for
determining the rate of interest with respect to any Loan, and the Interest
Period with respect to any LIBOR Rate Loan, shall be selected by the Borrower
and notified to the Administrative Agent and the Lenders pursuant to the Notice
of Borrowing or a Conversion/Continuation Notice, as the case may be.



 23
 









(iii)                               As soon as practicable
after 11:00 a.m. (New York City time) on each Interest Rate Determination Date,
the Administrative Agent shall determine (which determination shall, absent
manifest error, be final, conclusive and binding upon all parties) the interest
rate that shall apply to the LIBOR Rate Loans for which an interest rate is
then being determined for the applicable Interest Period and shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to the
Borrower and each Lender.


B.                                    Interest
Periods.  The applicable interest
period (each an “Interest Period”)
of each Borrowing of LIBOR Rate Loans shall be a one (1), two (2), three (3) or
six (6) month period, as selected by the Borrower in the applicable Notice of
Borrowing or Conversion/Continuation Notice, initially commencing on the date
of the Loan or any Conversion/Continuation Date, as the case may be; provided
that


(i)                                     in
the case of immediately successive Interest Periods applicable to LIBOR Rate
Loans, each successive Interest Period shall commence on the day on which the
immediately preceding Interest Period expires;


(ii)                                  if
an Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day; provided
that, if any Interest Period would otherwise expire on a day that is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the immediately
preceding Business Day;


(iii)                               any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (iv) of this
Section 2.5B, end on the last Business Day of a calendar month;


(iv)                              no
Interest Period shall extend beyond the Maturity Date;


(v)                                 no
more than ten (10) Interest Periods shall be outstanding at any time;


(vi)                              subject
to clause (vii) of this Section 2.5B, if the Borrower fails to specify an
Interest Period for any Borrowing of LIBOR Rate Loans in the applicable
Conversion/Continuation Notice or fails to give timely notice of the
continuation of any outstanding Borrowing of LIBOR Rate Loans, the Borrower
shall be deemed to have selected an Interest Period of one (1) month; and


(vii)                           until
the earlier of (x) the date that is 30 days after the Effective Date and (y)
the date that the Lead Arrangers notify the Borrower that the primary
syndication of the Loans has been completed, all LIBOR Rate Loans shall have an
Interest Period of one (1) week, if one week Interest Periods are available
from all Lenders or, if one week Interest Periods are not available from all
Lenders, all Loans shall be Base Rate Loans during such period.


C.                                    Interest
Payments.  On each Interest Payment
Date for a Loan, the Borrower shall pay an amount equal to the aggregate amount
of interest that has accrued on such Loan since the Effective Date or the last
Interest Payment Date for such Loan, as applicable.  In



 24
 









addition, interest on each Loan shall be payable upon any prepayment of
such Loan (to the extent accrued on the amount being prepaid) and at maturity.


D.                                    Default
Rate.  Upon the occurrence and during
the continuation of any Event of Default, (i) the Borrower shall no longer have
the option to continue or convert into LIBOR Rate Loans, (ii) each LIBOR Rate
Loan shall convert to a Base Rate Loan at the end of the Interest Period then
in effect for such LIBOR Rate Loan, (iii) upon request of the Requisite
Lenders, the outstanding principal amounts of all LIBOR Rate Loans shall bear
interest (including post-petition interest in any case or proceeding under the
Bankruptcy Code) at a rate per annum equal to two percent (2%) plus the rate
then applicable to LIBOR Rate Loans until the end of the applicable Interest
Period and thereafter at a rate equal to two percent (2%) plus the rate then
applicable to Base Rate Loans, and (iv) upon request of the Requisite Lenders,
all outstanding Base Rate Loans and, to the extent permitted by applicable law,
other Obligations arising hereunder or under any other Loan Document shall bear
interest (including post-petition interest in any case or proceeding under the
Bankruptcy Code) at a rate per annum equal to two percent (2%) plus the rate
then applicable to such Base Rate Loans or such other Obligations arising
hereunder or under any other Loan Document. 
Upon the occurrence and during the continuation of any Potential Event
of Default under Section 7.13, (i) the outstanding principal amounts of all
LIBOR Rate Loans shall bear interest (including post-petition interest in any
case or proceeding under the Bankruptcy Code) at a rate per annum equal to two
percent (2%) plus the rate then applicable to LIBOR Rate Loans until the end of
the applicable Interest Period and thereafter at a rate equal to two percent
(2%) plus the rate then applicable to Base Rate Loans, and (ii) all outstanding
Base Rate Loans and, to the extent permitted by applicable law, other
Obligations arising hereunder or under any other Loan Document shall bear
interest (including post-petition interest in any case or proceeding under the
Bankruptcy Code) at a rate per annum equal to two percent (2%) plus the rate
then applicable to such Base Rate Loans or such other Obligations arising
hereunder or under any other Loan Document. 
Payment or acceptance of the increased rates of interest provided for in
this Section 2.5D is not a permitted alternative to timely payment and shall
not constitute a waiver of any Event of Default or Potential Event of Default
or otherwise prejudice or limit any rights or remedies of Agents or Lenders.


E.                                      Computation
of Interest.  Interest payable
pursuant to Section 2.5A shall be computed (i) in the case of Base Rate Loans,
on the basis of a 365 day or 366 day year, as the case may be, and (ii) in the
case of LIBOR Rate Loans, on the basis of a 360 day year, in each case for the
actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a LIBOR
Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date
of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may
be, shall be excluded; provided, if a Loan is repaid on the same day on
which it is made, one day’s interest shall be paid on that Loan.



 25
 









F.                                      Conversion/Continuation.


(i)                                     Subject
to Section 2.9 and so long as no Potential Event of Default or Event of Default
shall have occurred and then be continuing, the Borrower shall have the option:


(a)                                  to
convert at any time all or any part of any Borrowing in an aggregate amount of
$5,000,000 or a higher integral multiple of $1,000,000 from one Type of Loan to
another Type of Loan; provided if any LIBOR Rate Loan is converted on a
day other than the last day of an Interest Period therefor, the Borrower shall
pay all amounts due under Section 2.8 in connection with such conversion; or


(b)                                 upon
the expiration of any Interest Period applicable to any Borrowing LIBOR Rate Loans,
to continue all or any portion of such Borrowing for a new Interest Period in a
minimum amount of $5,000,000.


(ii)                                  The
Borrower shall deliver a Conversion/Continuation Notice to the Administrative
Agent no later than 11:00 a.m. (New York City time) at least one Business Day
in advance of the proposed conversion date (in the case of a conversion to Base
Rate Loans) and at least three Business Days in advance of the proposed
Conversion/Continuation Date (in the case of a conversion to, or a continuation
of, LIBOR Rate Loans).  Except as
otherwise provided herein, a Conversion/Continuation Notice for conversion to,
or continuation of, LIBOR Rate Loans (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and the Borrower shall be bound to effect a conversion or continuation in
accordance therewith.


G.                                    Additional
Interest on LIBOR Rate Loans.  The
Borrower shall pay to each Lender, so long as and to the extent such Lender
shall be required under regulations of the Board of Governors of the Federal
Reserve System to maintain reserves with respect to liabilities or assets
consisting of or including “Eurocurrency liabilities” (as such term is defined
in Regulation D), additional interest on the unpaid principal amount of each
LIBOR Rate Loan of such Lender, from the date of such Loan until such principal
amount is paid in full, at an interest rate per annum equal at all times to the
remainder obtained by subtracting (a) the LIBOR rate for the applicable
Interest Period for such Loan from (b) the rate obtained by dividing such LIBOR
rate by a percentage equal to 100% minus the Applicable Reserve Requirement
(expressed as a percentage) of such Lender for such Interest Period, payable on
each date on which interest is payable on such Loan.  Such Lender shall as soon as practicable
provide notice to the Administrative Agent and the Borrower of any such
additional interest arising in connection with such Loan, which notice shall be
conclusive and binding, absent demonstrable error.


2.6                               Fees.


(i)                                     Commitment
Fee:  The Borrower agrees to pay to
each Lender, for the period from the Effective Date until the Credit Date, a
commitment fee (the “Commitment Fee”)
on such Lender’s then current unused Commitment, determined by reference to the
pricing grid set forth in the definition of Applicable Margin.  The Commitment Fee shall be paid quarterly in
arrears and on the Credit Date or the date of the termination of the Commitments
to the Administrative Agent at its Funding and Payment Office and upon receipt,
the Administrative Agent shall promptly distribute to each Lender its Pro Rata
Share thereof.  The Commitment Fee shall
be calculated on the basis of a 360 day year and the actual number of days
elapsed.



 26
 









(ii)                                  Lead
Arrangers’ Fees.  In addition to the
foregoing fees, the Borrower agrees to pay to the Lead Arrangers and the Agents
such other fees in the amounts and at the times separately agreed upon in the
Fee Letters.


2.7                               Provisions
Regarding Payments.


A.                                    Voluntary
Prepayments.


(i)                                     Any
time and from time to time:


(a)                                  the
Borrower may prepay any Borrowing of Base Rate Loans on any Business Day in
whole or in part, in an aggregate principal amount of $5,000,000 or a higher
integral multiple of $1,000,000; and


(b)                                 the
Borrower may prepay any Borrowing of LIBOR Rate Loans on any Business Day in
whole or in part in an aggregate principal amount of $5,000,000.


(ii)                                  All
prepayments shall be made upon prior written or telephonic notice received by
the Administrative Agent not later than 11:00 a.m. (New York City time):


(a)                             In the case of Base Rate Loans, on
the date of such prepayment; and


(b)                            In the case of LIBOR Rate Loans, two
(2) Business Days’ prior to the date of such prepayment;


and, if such notice is given by telephone, such notice
shall be promptly confirmed in writing to the Administrative Agent (and the
Administrative Agent will promptly transmit such telephonic or original notice
for the Loans by facsimile or telephone to each Lender).  Upon the giving of any such notice, the
principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein.  Each prepayment under this Section 2.7A shall
be applied ratably to the remaining installments of the Loans.


B.                                    Voluntary
Commitment Reductions.


(i)                                     The
Borrower may, upon not less than three (3) Business Days’ prior written or
telephonic notice confirmed in writing to the Administrative Agent (which
original written or telephonic notice the Administrative Agent will promptly
transmit by facsimile or telephone to each Lender), at any time and from time
to time terminate in whole or permanently reduce in part, without premium or
penalty, the unused Commitments; provided any such partial reduction of
the Commitments shall be in the amount of $5,000,000 or a higher integral
multiple of $1,000,000.


(ii)                                  The
Borrower’s notice to the Administrative Agent shall designate the date (which
shall be a Business Day) of such termination or reduction and the amount of any
partial reduction, and such termination or reduction of the Commitments shall
be effective on the date specified in the Borrower’s notice and shall reduce
the Commitment of each Lender proportionately to its Pro Rata Share thereof.



 27
 









C.                                    Mandatory Prepayments. 
(i)  The Borrower shall, on the
date and in the amount of the receipt by the Borrower or any of its
Subsidiaries as to which the transfer of funds to the Borrower would not result
in adverse tax consequences of Net Cash Proceeds from any Asset Sale (other
than the Net Cash Proceeds of the Divestiture in an amount not to exceed
$12,000,000 and other than to the extent that (x) the Net Cash Proceeds of such
Asset Sale are less than $1,000,000 for any single transaction or series of
related transactions or (y) the Net Cash Proceeds of all Asset Sales after the
date hereof are less than $30,000,000 in the aggregate), repay the Loans in an
aggregate amount equal to the amount of such Net Cash Proceeds (rounded
downward to the nearest $5,000,000 increment, with such rounded amount applied
in accordance with the proviso to this Section 2.7.C.(i)); provided, that,
if the Borrower has previously made a mandatory prepayment of Loans in
accordance with this Section 2.7.C.(i), no further mandatory prepayment shall
be required until the amount of Net Cash Proceeds of the nature described above
again exceed $5,000,000.


(ii)                                  If the Bridge Loans have been, or
substantially contemporaneously with the receipt of Net Cash Proceeds as
described in this paragraph (ii) will be, repaid or prepaid in full, the
Borrower shall, on the date and in the amount of the receipt by the Borrower or
any of its Subsidiaries of Net Cash Proceeds from (a) the incurrence or
issuance of debt (including pursuant to a public offering, a private placement
or a syndicated bank financing (other than borrowings under the Borrower’s
Credit Agreement dated as of December 16, 2005 with the lenders parties thereto
and CNAI, as administrative agent, not used directly or indirectly to finance
the Mayne Pharma Acquisition) or (b) the issuance of equity or equity-linked
transactions in the capital markets, repay the Loans in an aggregate amount
equal to the amount of such Net Cash Proceeds that are not used by the Borrower
to prepay the Bridge Loans.


(iii)                               Each prepayment pursuant to this Subsection
2.7C shall be applied ratably to the remaining installments of the Loans.


D.                                    Application of Prepayments/Reductions.  Unless otherwise
specified by the Borrower in a notice of prepayment,


(a) any
amount to be applied pursuant to Section 2.7A or C shall be applied to prepay
Loans to the full extent thereof.


(b)
considering each Type of Loan being prepaid separately, any prepayment thereof
shall be applied first to Base Rate Loans to the full extent thereof before
application to LIBOR Rate Loans, in each case in a manner which minimizes the
amount of any payments required to be made by the Borrower pursuant to Section
2.9C.


E.                                      General
Provisions Regarding Payments.


(i)                                     Manner
and Time of Payment.  All payments by
the Borrower of principal, interest, fees and other Obligations shall be made
in Dollars in same day funds, without defense, set-off or counterclaim, free of
any restriction or condition, and delivered to the Administrative Agent not
later than 12:00 p.m. (New York City time) on the date due at the Funding and
Payment Office for the account of the Lenders; funds received by the



 28
 









Administrative Agent after that time on such due date shall be deemed
to have been paid by the Borrower on the next succeeding Business Day.


(ii)                                  Payments
on Business Days.  Subject to the
provisions of Section 2.5B with respect to Interest Periods, whenever any
payment to be made hereunder shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day
and such extension of time shall be included in the computation of the payment
of interest hereunder.


(iii)                               Application
of Payments to Principal and Interest. 
All payments in respect of the principal amount of the Loans shall
include payment of accrued interest on the principal amount being repaid or
prepaid, and all such payments shall be applied to the payment of interest
before application to principal.


(iv)                              Distribution
to Lenders.  The Administrative Agent
shall promptly distribute to each Lender at such address as such Lender shall
indicate in writing, such Lender’s Pro Rata Share of all payments and
prepayments of principal and interest due hereunder, together with all other
amounts due thereto, including all fees payable with respect thereto, to the
extent received by Administrative Agent.


(v)                                 Withdrawal
of Notice.  Notwithstanding the
foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn
as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu
of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall
give effect thereto in apportioning payments received thereafter.


(vi)                              Authorization
to Charge Accounts.  The Borrower
hereby authorizes the Administrative Agent to charge the Borrower’s accounts
with the Administrative Agent in order to cause timely payment to be made to
the Administrative Agent of all principal, interest, fees and expenses due
hereunder (subject to sufficient funds being available in its accounts for that
purpose).


(vii)                           Non-Conforming
Payments.  The Administrative Agent
shall deem any payment by or on behalf of the Borrower hereunder that is not
made in same day funds prior to 12:00 p.m. (New York City time) to be a
non-conforming payment.  Any such payment
shall not be deemed to have been received by the Administrative Agent until the
later of (i) the time such funds become available funds, and (ii) the
applicable next Business Day.  The
Administrative Agent shall give prompt telephonic notice to the Borrower and
each Lender (confirmed in writing) if any payment is non-conforming.  Any non-conforming payment may constitute or
become a Potential Event of Default or Event of Default in accordance with the
terms of Section 7.1.  Interest shall
continue to accrue on any principal as to which a non-conforming payment is
made until such funds become available funds (but in no event less than the
period from the date of such payment to the next succeeding applicable Business
Day) at the rate determined pursuant to Section 2.5D from the date such amount
was due and payable until the date such amount is paid in full.



 29
 









2.8                               Increased
Costs; Taxes.


A.                                    Compensation
for Increased Costs and Taxes. 
Subject to the provisions of Section 2.8B (which shall be controlling
with respect to the matters covered thereby), in the event that any Lender
shall determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or Governmental Authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority (whether or
not having the force of law):


(i)                                     subjects
such Lender (or its applicable lending office) to any additional Tax (other
than any Tax on the overall net income of such Lender) with respect to this
Agreement or any of the other Loan Documents or any of its obligations hereunder
or thereunder or any payments to such Lender (or its applicable lending office)
of principal, interest, fees or any other amount payable hereunder;


(ii)                                  imposes,
modifies or holds applicable any reserve (including any marginal, emergency,
supplemental, special or other reserve), special deposit, compulsory loan,
Federal Deposit Insurance Corporation insurance or similar requirement against
assets held by, or deposits or other liabilities in or for the account of, or
advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other
requirements with respect to LIBOR Rate Loans that are reflected in the
definition of LIBOR); or


(iii)                               imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market;


and the result of any of the foregoing is to increase the cost to such
Lender of agreeing to make, making or maintaining Loans hereunder or to reduce
any amount received or receivable by such Lender (or its applicable lending
office) with respect thereto; then, in any such case, the Borrower shall
promptly pay to such Lender, upon receipt of the statement referred to in the
next sentence, such additional amount or amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as may be necessary to compensate
such Lender for any such increased cost or reduction in amounts received or
receivable hereunder.  Such Lender shall
deliver to the Borrower (with a copy to the Administrative Agent) a written
statement, setting forth in reasonable detail the basis for, and a calculation
in reasonable detail of, the additional amounts owed to such Lender under this
Section 2.8A, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.



 30
 









B.                                    Withholding
of Taxes.


(i)                                     Payments
to Be Free and Clear.  All sums
payable by the Borrower under this Agreement and the other Loan Documents shall
(except to the extent required by law) be paid free and clear of, and without
any deduction or withholding on account of, any Tax (other than a Tax on the overall
net income of any Lender) imposed, levied, collected, withheld or assessed by
or within the United States of America or any political subdivision in or of
the United States of America or any other jurisdiction from or to which a
payment is made by or on behalf of the Borrower or by any federation or
organization of which the United States of America or any such jurisdiction is
a member at the time of payment.


(ii)                                  Grossing-up
of Payments.  If the Borrower or any
other Person is required by law to make any deduction or withholding on account
of any such Tax from any sum paid or payable by the Borrower to the
Administrative Agent or any Lender under any of the Loan Documents:


(a)                                  the
Borrower shall notify the Administrative Agent of any such requirement or any
change in any such requirement as soon as the Borrower becomes aware of it;


(b)                                 the
Borrower shall pay any such Tax before the date on which penalties attach
thereto, such payment to be made (if the liability to pay is imposed on the
Borrower) for its own account or (if that liability is imposed on the
Administrative Agent or such Lender, as the case may be) on behalf of and in
the name of the Administrative Agent or such Lender;


(c)                                  the
sum payable by the Borrower in respect of which the relevant deduction,
withholding or payment is required shall be increased to the extent necessary
to ensure that, after the making of that deduction, withholding or payment, the
Administrative Agent or such Lender, as the case may be, receives on the due
date and retains a net sum equal to what it would have received and retained
had no such deduction, withholding or payment been required or made; and


(d)                                 within
thirty (30) days after paying any sum from which it is required by law to make
any deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (b) above to pay, the
Borrower shall deliver to the Administrative Agent evidence reasonably
satisfactory to the other affected parties of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or other
authority.


(iii)                               Evidence
of Exemption from U.S. Withholding Tax.


(a)                                  Each
Lender that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
(a “Non-US Lender”) shall deliver
to the Administrative Agent for transmission to the Borrower, on or prior to
the Effective Date (in the case of each Lender listed on the signature pages
hereof on the Effective Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of
the Borrower or Administrative Agent (each in the reasonable exercise of its
discretion), (x) two original copies of Internal Revenue Service Form



 31
 









W-8BEN or W-8ECI (or any successor forms), properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code or reasonably requested by the Borrower to establish that
such Lender is not subject to deduction or withholding of United States federal
income tax with respect to any payments to such Lender of principal, interest,
fees or other amounts payable under any of the Loan Documents.


(b)                                 Each
Lender required to deliver any forms, certificates or other evidence with
respect to United States federal income tax withholding matters pursuant to
Section 2.8B(iii)(a) hereby agrees, from time to time after the initial
delivery by such Lender of such forms, certificates or other evidence, whenever
a lapse in time or change in circumstances renders such forms, certificates or
other evidence obsolete or inaccurate in any material respect, that such Lender
shall promptly (1) deliver to Administrative Agent for transmission to the
Borrower two new original copies of Internal Revenue Service Form W-8BEN or
W-8ECI, or a Certificate re Non-Bank Status and two (2) original copies of
Internal Revenue Service Form W-8BEN (or any successor form), as the case may
be, properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by the Borrower to confirm or establish that such Lender is not subject to
deduction or withholding of United States federal income tax with respect to
payments to such Lender under the Loan Documents or (2) notify Administrative
Agent and the Borrower of its inability to deliver any such forms, certificates
or other evidence.


(c)                                  The
Borrower shall not be required to pay any additional amount to any Non-US
Lender under clause (c) of Section 2.8B(ii) if such Lender shall have failed to
satisfy the requirements of clause (a) or (b)(1) of this Section 2.8B(iii); provided
that if such Lender shall have satisfied the requirements of Section
2.8B(iii)(a) on the Effective Date or on the date of the Assignment Agreement
pursuant to which it became a Lender, as applicable, nothing in this Section
2.8B(iii)(c) shall relieve the Borrower of its obligation to pay any additional
amounts pursuant to clause (c) of Section 2.8B(ii) in the event that, as a
result of any change in any applicable law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or
application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the
fact that such Lender is not subject to withholding as described herein.


(iv)                              If
a payment is made by the Borrower under the foregoing provisions of this
Section 2.8(B) for the account of any Lender and such Lender, in its sole
opinion, determines that it has irrevocably received or been granted a credit
against, or relief or remission from, or repayment or refund of, any tax paid
or payable by it in respect of or calculated with reference to the deduction or
withholding giving rise to such additional payment, such Lender shall, to the
extent that it determines that it can do so without prejudice to the retention
of the amount of such credit, relief, remission or repayment, pay to the
Borrower such amount as such Lender shall, in its sole opinion, have determined
is attributable to such deduction or withholding and will leave such Lender
(after such payment) in no worse position than it would have been had the
Borrower not been required to make such deduction or withholding.  Nothing contained herein shall (i) interfere
with the right of a Lender to arrange its tax affairs in whatever manner it
thinks fit, (ii) oblige any Lender to disclose any information relating to its
tax affairs or any computations in respect thereof or (iii) require any Lender
to take or refrain from taking any



 32
 









action that would prejudice its ability to benefit from any other
credit, relief, remission, repayment or refund to which it may be entitled.


C.                                    Capital
Adequacy Adjustment.  In the event
that any Lender shall have determined that the adoption, effectiveness,
phase-in or applicability after the Effective Date of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change
therein after the Effective Date or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Lender
(or its applicable lending office) with any guideline, request or directive
regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency issued after the
Effective Date, has or would have the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender’s Loans or Commitment, or
participations therein or other obligations hereunder with respect to the Loans
to a level below that which such Lender or such controlling corporation could
have achieved but for such adoption, effectiveness, phase-in, applicability,
change or compliance (taking into consideration the policies of such Lender or
such controlling corporation with regard to capital adequacy), then from time
to time, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction.  Such
Lender shall deliver to the Borrower (with a copy to the Administrative Agent)
a written statement, setting forth in reasonable detail the basis for, and
calculation in reasonable detail of, the additional amounts owed to the Lender
under this Section 2.8C, which statement shall be conclusive and binding upon
all parties hereto absent manifest error.


2.9                               Special
Provisions Governing LIBOR Rate Loans.


Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to LIBOR Rate Loans as to
the matters covered:


A.                                    Inability
to Determine Applicable Interest Rate. 
In the event that the Administrative Agent shall have determined (which
determination shall be final and conclusive and binding upon all parties
hereto), on any Interest Rate Determination Date with respect to any Borrowing
of LIBOR Rate Loans, that by reason of circumstances affecting the interbank
LIBOR market adequate and fair means do not exist for ascertaining the interest
rate applicable to such Loans on the basis provided for in the definition of
LIBOR Rate, the Administrative Agent shall on such date give notice (by
facsimile or by telephone confirmed in writing) to the Borrower and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
LIBOR Rate Loans until such time as the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, and (ii) any Notice of Borrowing or Conversion/Continuation
Notice given by the Borrower with respect to the Loans in respect of which such
determination was made shall be deemed to be rescinded by the Borrower.


B.                                    Illegality
or Impracticability of LIBOR Rate Loans. 
In the event that on any date any Lender shall have determined (which
determination shall be final and conclusive and binding upon all parties hereto
but shall be made only after consultation with the Borrower and



 33
 









the Administrative Agent) that the making, maintaining or continuation
of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by
such Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful) or (ii) has become
impracticable, or would cause such Lender material hardship, as a result of
contingencies occurring after the date of this Agreement which materially and
adversely affect the interbank LIBOR market or the position of such Lender in
that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day
give notice (by facsimile or by telephone confirmed in writing) to the Borrower
and the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each other Lender).  Thereafter (a) such LIBOR Rate Loan
shall be Converted into a Base Rate Loan and (b) the obligation of the
Lenders to make LIBOR Rate Loans or to Convert Loans into LIBOR Rate Loans
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.


C.                                    Compensation
For Breakage.  The Borrower shall
compensate each Lender upon written request by such Lender (which request shall
set forth the basis for requesting such amounts and a calculation thereof in
reasonable detail) for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to lenders of funds borrowed by it
to make or carry its LIBOR Rate Loans and any loss, expense or liability
sustained by such Lender in connection with the liquidation or re-employment of
such funds, but excluding lost profits) which that Lender may sustain:  (i) if for any reason (other than a default
by such Lender) a LIBOR Rate Loan is not made on a date specified therefor in a
Notice of Borrowing or a telephonic request for borrowing, or a conversion to
or continuation of any LIBOR Rate Loan does not occur on a date specified
therefor in a Conversion/Continuation Notice or a telephonic request for conversion
or continuation, (ii) if any prepayment or other principal payment of, or any
conversion of, any of its LIBOR Rate Loans occurs on a date other than the last
day of an Interest Period applicable to such LIBOR Rate Loan or (iii) if any
prepayment of any LIBOR Rate Loan made by such Lender is not made on any date
specified in a notice of prepayment given by the Borrower.


D.                                    Booking
of LIBOR Rate Loans.  Any Lender may
make, carry or transfer LIBOR Rate Loans at, to, or for the account of any of
its branch offices or the office of an Affiliate of that Lender.


E.                                      Assumptions
Concerning Funding of LIBOR Rate Loans. 
Calculation of all amounts payable to a Lender under this Section 2.9
and under Section 2.8A shall be made as though that Lender had actually funded
each of its relevant LIBOR Rate Loans through the purchase of a LIBOR deposit
bearing interest at the rate obtained pursuant to the definition of LIBOR in an
amount equal to the amount of such LIBOR Rate Loan and having a maturity
comparable to the relevant Interest Period and through the transfer of such
LIBOR deposit from an offshore office of that Lender to a domestic office of
that Lender in the United States of America; provided, however,
that each Lender may fund each of its LIBOR Rate Loans in any manner it sees
fit and the foregoing assumptions shall be utilized only for the purposes of
calculating amounts payable under this Section 2.9 and under Section 2.8A and
2.8C.



 34















2.10                        Defaulting
Lenders.


Anything
contained herein to the contrary notwithstanding, in the event that any Lender
defaults (a “Defaulting Lender”)
in its obligation to fund (a “Funding Default”)
its Loan (a “Defaulted Loan”),
then (a) during the Default Period with respect to such Defaulting Lender, such
Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting
on any matters (including the granting of any consents or waivers) with respect
to any of the Loan Documents; (b) to the extent permitted by Applicable Law,
until such time as the Default Excess with respect to such Defaulting Lender
shall have been reduced to zero, (i) any voluntary prepayment of the Loans
shall, if the Borrower so directs at the time of making such voluntary prepayment,
be applied to the Loans of other Lenders as if such Defaulting Lender had no
Loan outstanding, and (ii) any mandatory prepayment of the Loans shall, if the
Borrower so directs at the time of making such mandatory prepayment, be applied
to the Loans of other Lenders (but not to the Loans of such Defaulting Lender)
as if such Defaulting Lender had funded the Defaulted Loan of such Defaulting
Lender, it being understood and agreed that the Borrower shall be entitled to
retain any portion of any mandatory prepayment of the Loans that is not paid to
such Defaulting Lender solely as a result of the operation of the provisions of
this clause (b); and (c) the aggregate principal amount of all outstanding
Loans as at any date of determination shall be calculated as if such Defaulting
Lender had funded the Defaulted Loan of such Defaulting Lender.  No Commitment of any Lender shall be
increased or otherwise affected, and, except as otherwise expressly provided in
this Section 2.10, performance by the Borrower of its Obligations shall not be
excused or otherwise modified as a result of any Funding Default or the
operation of this Section 2.10.  The
rights and remedies against a Defaulting Lender under this Section 2.10 are in
addition to other rights and remedies which the Borrower may have against such
Defaulting Lender with respect to any Funding Default and which the
Administrative Agent or any Lender may have against such Defaulting Lender with
respect to any Funding Default.


2.11                        Removal
or Replacement of a Lender.


Anything
contained herein to the contrary notwithstanding, in the event that any Lender
shall give notice to the Borrower that such Lender is an Affected Lender or
that such Lender is entitled to receive payments under Section 2.8 or 2.9, if
the circumstances which have caused such Lender to be an Affected Lender or
which entitle such Lender to receive such payments shall remain in effect, and
such Lender shall fail to withdraw such notice within five (5) Business Days
after receipt by such Lender of a written request for such withdrawal from the
Borrower; then, with respect to each such Lender (the “Terminated Lender”), the Borrower may, by
giving written notice to the Administrative Agent and any Terminated Lender of
its election to do so, elect to cause such Terminated Lender (and such
Terminated Lender hereby irrevocably agrees) to assign its outstanding Loan in
full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of
Section 8.1 for a purchase price equal to the outstanding principal amount of
the Loan assigned and accrued interest thereon through the date of assignment,
to be paid by the Replacement Lender; provided that concurrently with
such assignment, the Borrower shall pay any amounts payable to such Terminated
Lender to the date of such assignment pursuant to Sections 2.8 or 2.9 or
otherwise as if it were a prepayment. 
Upon the completion of such assignment and the prepayment of all amounts
owing to any Terminated Lender, such Terminated Lender shall no longer
constitute a



 35
 









“Lender” for
purposes hereof; provided that any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.


2.12                        Mitigation.


A.                                    Each
Lender agrees that, as promptly as practicable after the officer of such Lender
responsible for administering the Loan of such Lender becomes aware of the
occurrence of an event or the existence of a condition that would cause such
Lender to become an Affected Lender or that would entitle such Lender to
receive payments under Section 2.8 or 2.9, it will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts (i) to make, issue, fund or
maintain the Commitment of such Lender or the Loan of such Lender through
another lending office of such Lender, or (ii) take such other measures as such
Lender may deem reasonable, if as a result thereof the circumstances which
would cause such Lender to be an Affected Lender would cease to exist or the
additional amounts which would otherwise be required to be paid to such Lender
pursuant to Section 2.8 or 2.9 would be materially reduced and if, as
determined by such Lender in its sole discretion, the making, issuing, funding or
maintaining of such Commitment or Loan through such other lending office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Commitment or Loan or the interests of such Lender; provided
that such Lender will not be obligated to utilize such other lending office
pursuant to this Section 2.12 unless the Borrower agrees to pay all incremental
expenses incurred by such Lender as a result of utilizing such other lending
office as described in clause (i) above. 
A certificate as to the amount of any such expenses payable by the
Borrower pursuant to this Section 2.12 (setting forth in reasonable detail the
basis for requesting such amount and a calculation thereof in reasonable
detail) submitted by such Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive absent manifest error.


B.                                    Notwithstanding
the provisions of Section 2.8, if any Lender fails to notify the Borrower of
any event or circumstance which will entitle such Lender to compensation
pursuant to Section 2.8 within 365 days after such Lender obtains knowledge of
such event or circumstance, then such Lender shall not be entitled to
compensation from the Borrower for any amount arising prior to the date which
is 365 days before the date on which such Lender notifies the Borrower of such
event or circumstance.


SECTION 3.                            CONDITIONS
PRECEDENT


3.1                               Conditions
to Effectiveness.


The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions:


A.                                    Credit
and Organizational Documents.  The
Borrower shall deliver or cause to be delivered to the Administrative Agent on
behalf of each Lender the following:


(i)                                     sufficient copies
of this Agreement originally executed and delivered by the Borrower for each
Lender;



 36
 









(ii)                                  copies of the
Organizational Documents, dated a recent date prior to the Effective Date,
certified as of the Effective Date (or a recent date prior to the Effective
Date) by the appropriate governmental official or the secretary or an assistant
secretary of the Borrower, as applicable;


(iii)                               resolutions of the board
of directors of the Borrower approving and authorizing the execution, delivery
and performance of the Loan Documents and certified as of the Effective Date by
the secretary or an assistant secretary of the Borrower as being in full force
and effect without modification or amendment;


(iv)                              signature and incumbency
certificates of the officers of the Borrower executing the Loan Documents on
behalf of the Borrower;


(v)                                 a good standing certificate
or certificate of existence, as applicable, from the Secretary of State (or
similar official) from the jurisdiction of formation of the Borrower, certified
as of the Effective Date (or a recent date prior to the Effective Date) (the
matters referenced in subsections 3.1A(ii)-(v) to be addressed in a secretary’s
certificate substantially in the form of Exhibit VII);


(vi)                              a certificate from an
officer of the Borrower substantially in the form of Exhibit VIII, in
form and substance satisfactory to the Administrative Agent, to the effect that
all representations and warranties contained in this Agreement and the other
Loan Documents are true, correct and complete (other than any such
representation or warranty that expressly relates to an earlier date, in which
case such representation or warranty shall have been true, correct and complete
as of such earlier date); that the Borrower and its Subsidiaries are not in
violation of any of the covenants contained in this Agreement and the other
Loan Documents; that no event shall have occurred and be continuing or would
result from the consummation of the transactions contemplated by this
Agreement, that would constitute an Event of Default or a Potential Event of
Default (excluding a Potential Event of Default under Section 7.13);


(vii)                           a certificate from the Chief
Financial Officer of the Borrower attesting that, before and immediately after
giving effect to the Transaction, the Borrower is and will be Solvent; and


(viii)                        such other documents as the
Administrative Agent on behalf of the Lenders may reasonably request.


B.                                    Opinions
of Counsel.  The Administrative Agent
shall have received originally executed copies of one or more favorable written
opinions of (i) Brian J. Smith, Senior Vice President and General Counsel of
the Borrower, and (ii) Mayer, Brown, Rowe & Maw, LLP, special New York
counsel for the Borrower, each in form and substance reasonably satisfactory to
the Administrative Agent and its counsel, dated as of the Effective Date.


C.                                    PATRIOT
Act.  Each of the Lenders shall have
received, at least two (2) Business Days in advance of the Effective Date, all
documentation and other information required by Governmental Authorities under
applicable “know-your-customer” and anti-money laundering rules and regulations,
including as required by the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA



 37
 









PATRIOT ACT) Act of 2001 (the “Patriot Act”).  Each Lender and each Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender
or such Agent, as applicable, to identify the Borrower in accordance with the
Patriot Act.


D.                                    No
Undisclosed Material Adverse Change. 
Except as disclosed in writing by the Borrower to the Administrative
Agent and the Lenders on or prior to the Effective Date, no event shall have
occurred (including (i) the filing of, or any adverse determination in, any
action, suit, investigation, litigation, arbitration or proceeding (whether
administrative, judicial or otherwise) affecting the Borrower or any of its
Subsidiaries before any Governmental Authority or arbitrator, (ii) any event
arising under any Environmental Law or relating to any Hazardous Materials
Activity or (iii) the assertion of any Environmental Claim) that has had, or
could be reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect.


3.2                               Conditions
Precedent to each Loan.


The
obligation of each Lender to make its Loan hereunder is subject to the
Effective Date having occurred and the satisfaction of the following
conditions, which (except for the conditions that require effectiveness of the
Scheme and consummation of the Acquisition) shall be conclusively tested no
later than 8:00 a.m., Sydney time, on the Second Court Date (as defined in the
Implementation Agreement):


A.                                    Notice
of Borrowing.  The Administrative
Agent shall have received, in accordance with the provisions of Section 2.1B,
an originally executed Notice of Borrowing signed by the Borrower.


B.                                    Representations
and Warranties.  The representations
and warranties set forth in Section 4 shall be true, correct and complete in
all material respects on and as of the date of such Loan to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true, correct and complete in
all material respects on and as of such earlier date, (it being understood
that, notwithstanding that any representation or warranty contained herein with
respect to Mayne Pharma, its Subsidiaries or their businesses is not true,
correct and complete in all material respects on and as of the relevant date,
the Lenders shall be obligated to make their Loans unless the Borrower or the
relevant Subsidiary has the right to terminate its obligations under the
Implementation Agreement as a result of breach by Mayne Pharma of the
corresponding representation or warranty in the Implementation Agreement).


C.                                    No
Default.  No Event of Default or a
Potential Event of Default (excluding a Potential Event of Default under
Section 7.13) shall have occurred and be continuing, or would result from, the
Loans.


D.                                    Payment
of Amounts Due.  The Borrower shall
have paid to the Lead Arrangers and the Agents, all reasonable out-of-pocket
costs, fees (including those fees due on the date of



 38
 









the Mayne Pharma Acquisition referred to in Section 2.6), expenses
(including reasonable legal fees and expenses of a single U.S. counsel) and
other compensation payable on the date of the Mayne Pharma Acquisition.


E.                                      The
Acquisition.  (i) The Implementation
Agreement shall not have been altered, amended or otherwise changed or
supplemented, in each case in any respect materially adverse to the Lenders, or
any condition therein waived, without the prior written consent of the Lead
Arrangers.


(ii)                                  There shall not have
occurred any event, occurrence or matter which individually or when aggregated
with all such events, occurrences or matters:


(a)                                  diminishes,
or could reasonably be expected to diminish (whether now or in the future) (x)
the consolidated net assets of Mayne Pharma and its Subsidiaries by an amount
of at least 10% of the consolidated net tangible assets of Mayne Pharma and its
Subsidiaries as disclosed in its audited balance sheet as at June 30, 2006; or
(y) the consolidated net profit after tax of Mayne Pharma and its Subsidiaries
in each of the financial years ending June 30, 2007, June 30, 2008 and June 30,
2009 by an amount of at least 7,000,000 Australian dollars (which amount shall
be calculated after taking into account any event, occurrence or matter not
disclosed prior to the date of the Implementation Agreement which has or could
reasonably be expected to have a positive effect in each of the three
aforementioned financial years);


(b)                                 has
the result that Mayne Pharma and its Subsidiaries are unable to carry on their
business in substantially the same manner as carried on as at the date of the
Implementation Agreement; or


(c)                                  which
otherwise materially and adversely affects the prospects of Mayne Pharma and
its Subsidiaries, other than an event, occurrence or matter (x) which relates
to changes in prices of products sold by Mayne Pharma and its Subsidiaries in
response to changes in market conditions consistent with past practice, (y)
required to be done or procured by Mayne Pharma and its Subsidiaries in
connection with the Acquisition or (z) disclosed by Mayne Pharma and its
Subsidiaries in the disclosure letter attached to the Implementation Agreement.


(iii)                               All
of the conditions precedent set forth in Section 3.1 of the Implementation
Agreement shall have been satisfied and the Scheme shall have become effective
in accordance with applicable law.


F.                                      No
Undisclosed Material Adverse Change. 
Except as disclosed in writing by the Borrower to the Administrative
Agent and the Lenders on or prior to the Credit Date, no event shall have
occurred (including (i) the filing of, or any adverse determination in, any
action, suit, investigation, litigation, arbitration or proceeding (whether
administrative, judicial or otherwise) affecting the Borrower or any of its
Subsidiaries before any Governmental Authority or arbitrator, (ii) any event
arising under any Environmental Law or relating to any Hazardous Materials
Activity or (iii) the assertion of any Environmental Claim) that has had, or
could be reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect.



 39
 









G.                                    Additional
Documents.  The Administrative Agent shall
have received each additional document, certificate, instrument, legal opinion
or other item reasonably requested by it.


SECTION 4.                            REPRESENTATIONS
AND WARRANTIES


In
order to induce the Agents and the Lenders to enter into this Agreement and to
induce the Lenders to make each Loan hereunder, the Borrower represents and
warrants to each Agent and each Lender that the following statements are true,
correct and complete:


4.1                               Organization,
Powers, Qualification, Good Standing, Business and Subsidiaries.


A.                                    Organization
and Powers.  The Borrower and each of
its Subsidiaries is duly organized, validly existing and in good standing, as
applicable, under the laws of its jurisdiction of organization, except, in the
case of any Subsidiary of the Borrower, where the failure to be so organized,
existing or in good standing has not had and would not reasonably be expected
to have a Material Adverse Effect.  The
Borrower and each of its Subsidiaries has all requisite power and authority to
own, lease and operate its properties, to carry on its business as now
conducted and as proposed to be conducted, to enter into the Loan Documents and
to carry out the transactions contemplated thereby.


B.                                    Qualification
and Good Standing.  The Borrower and
each of its Subsidiaries is duly qualified to do business and in good standing,
as applicable, in every jurisdiction in which its assets are located and
wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had and would not reasonably be expected to have a Material Adverse Effect.


4.2                               Authorization
of Borrowing, etc.


A.                                    Authorization
of Borrowing, etc.  The execution,
delivery and performance of each Loan Document have been duly authorized by all
necessary action on the part of the Borrower.


B.                                    No
Conflict.  The execution, delivery
and performance by the Borrower of each Loan Document and the consummation of
the transactions contemplated thereby do not and will not (i) violate any
provision of any Applicable Law with respect to the Borrower or any of its
Subsidiaries, any of the Organizational Documents of the Borrower or any order,
judgment or decree of any Governmental Authority binding on the Borrower or any
of its Subsidiaries, except to the extent such violation would not be
reasonably expected to have a Material Adverse Effect, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both)
a default under any Contractual Obligation of the Borrower or any of its
Subsidiaries, except to the extent such conflict, breach or default would not
reasonably be expected to have a Material Adverse Effect, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of the Borrower or any of its Subsidiaries, or (iv) require any approval
of stockholders, partners or members or any approval or consent of any Person
under any Contractual Obligation of the Borrower or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
Effective Date and disclosed in writing to Administrative Agent.



 40
 









C.                                    Governmental
Consents.  The execution, delivery
and performance by the Borrower of each Loan Document and the consummation of
the transactions contemplated thereby do not and will not require any
Governmental Authorization (other than, prior to the Credit Date, Governmental
Authorizations required to complete the Mayne Pharma Acquisition).


D.                                    Binding
Obligation.  Each Loan Document has
been duly executed and delivered by the Borrower and is the legally valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


4.3                               Disclosure.


No
representation or warranty of the Borrower or any of its Subsidiaries contained
in any Loan Document or in any other document, certificate or written statement
furnished to any Agent or any Lender by or on behalf of the Borrower or any of
its Subsidiaries for use in connection with the transactions contemplated by
this Agreement contains any untrue statement of a material fact or omits to
state a material fact (known to the Borrower or any of its Subsidiaries in the
case of any document not furnished by any of them) necessary in order to make
the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. 
Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by the
Borrower to be reasonable at the time made, it being recognized by the Agents
and the Lenders that such projections as to future events are not to be viewed
as facts and that actual results during the period or periods covered by any
such projections may differ from the projected results.


4.4                               Financial
Condition.


The
Borrower has heretofore delivered to the Administrative Agent the audited
consolidated balance sheet of the Borrower and its Subsidiaries as at December
31, 2005 and the related audited consolidated statements of income,
stockholders’ equity and cash flows of the Borrower for the Fiscal Year then
ended, together with all related notes and schedules thereto.  All such statements were prepared in
conformity with GAAP and fairly present, in all material respects, the
financial position of the entities described in such financial statements as at
the respective dates thereof and the results of operations and cash flows of
the entities described therein for each of the periods then ended, subject, in
the case of any such unaudited financial statements, to changes resulting from
audit and normal year-end adjustments. 
Neither the Borrower nor any of its Subsidiaries has any contingent
liability or liability for taxes, long-term lease or unusual forward or
long-term commitment that is not reflected in the foregoing financial statements
or the notes thereto and which in any such case could reasonably be expected to
have a Material Adverse Effect.


4.5                               No
Material Adverse Change.


Except
as disclosed in the Borrower’s filings with the Securities and Exchange
Commission prior to September 20, 2006, no event or change occurred during the
period from



 41
 









December 31, 2005
through September 20, 2006 that had, or would reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.


4.6                               Intellectual
Property Matters.


Except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect, each of the Borrower and its Subsidiaries owns or possesses
rights to use all franchises, licenses, copyright registrations, copyright
applications, issued patents, patent applications, trademarks, trademark
applications, trademark registrations, trademark rights, service marks, service
mark applications, service mark rights, trade names, trade name rights,
copyrights and rights with respect to the foregoing which are required to
conduct its business.  No event has
occurred which permits, or after notice or lapse of time or both would permit,
the revocation or termination of any such rights (except for the expiration of
patents in the ordinary course), and neither the Borrower nor any Subsidiary
thereof is liable to any Person for infringement under Applicable Law with
respect to any such rights as a result of its business operations except to the
extent any such revocation, termination, or infringement could not reasonably
be expected to have a Material Adverse Effect.


4.7                               No
Litigation; Compliance with Laws.


Except
for the matters disclosed in the Borrower’s filings with the Securities and
Exchange Commission prior to September 20, 2006, as of such date there were no
actions, suits, proceedings (whether administrative, judicial or otherwise),
litigations, arbitrations or governmental investigations (whether or not
purportedly on behalf of the Borrower or any of its Subsidiaries) at law or in
equity, or before or by any Governmental Authority, domestic or foreign
(including any Environmental Claims), that were pending or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries or any property of the Borrower or any of its Subsidiaries and
that, individually or in the aggregate, could have reasonably been expected to
result in a Material Adverse Effect. 
Prior to September 2006 and as of such date, neither the Borrower nor
any of its Subsidiaries was subject to or in default with respect to any final
judgment, writ, injunction, decree, rule or regulation of any Governmental
Authority, domestic or foreign, that, individually or in the aggregate, could
reasonably have been expected to result in a Material Adverse Effect.  Neither the Borrower nor any of its
Subsidiaries is in violation of any Applicable Laws (including Environmental
Laws) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.


4.8                               No
Default.


Neither
the Borrower nor any of its Subsidiaries is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any of its Contractual Obligations, and no condition exists that,
with the giving of notice or the lapse of time or both, would constitute such a
default, except where the consequences, direct or indirect, of such default or
defaults, if any, could not reasonably be expected to have a Material Adverse
Effect.



 42
 









4.9                               Governmental
Regulation.


Neither
the Borrower nor any of its Subsidiaries is subject to regulation under the
Federal Power Act or the Investment Company Act of 1940 or under any federal or
state statute or regulation which may limit its ability to incur Indebtedness
or which may otherwise render all or any portion of the Obligations
unenforceable.  Neither the Borrower nor
any of its Subsidiaries is a “registered investment company” or a company
“controlled” by a “registered investment company” or a “principal underwriter”
of a “registered investment company” as such terms are defined in the
Investment Company Act of 1940.


4.10                        Securities
Activities.


Neither
the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock. 
No part of the proceeds of the Loans will be used to purchase or carry
any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock in violation of the provisions of Regulation T, U or
X of the Board of Governors of the Federal Reserve System.


4.11                        Employee
Benefit Plans.


A.                                    Each
of the Borrower and its ERISA Affiliates is in material compliance with all
applicable provisions and requirements of ERISA and the Internal Revenue Code
and the regulations and published interpretations thereunder with respect to
each Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan in all material respects. 
Each Employee Benefit Plan which is intended to qualify under Section
401(a) of the Internal Revenue Code has received a favorable determination
letter from the Internal Revenue Service or has submitted or will submit a
request for such a determination letter within the applicable remedial
amendment period.


B.                                    No
material liability to the PBGC (other than required premium payments) or the
Internal Revenue Service has been or is expected to be incurred by the Borrower
or any of its ERISA Affiliates with respect to any Employee Benefit Plan, and
no ERISA Event has occurred or is reasonably expected to occur, other than
ERISA Events for which the liability has been satisfied in full or is
immaterial in amount.


C.                                    As
of the most recent valuation date for each Multiemployer Plan for which the
actuarial report is available, the potential liability of the Borrower or any
of its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan
(within the meaning of Section 4203 of ERISA), when aggregated with such
potential liability for a complete withdrawal from all Multiemployer Plans,
based on information available pursuant to Section 4221(e) of ERISA is not
expected to be material.  The Borrower
and each of its Subsidiaries and each of their ERISA Affiliates have complied
in all material respects with the requirements of Section 515 of ERISA with
respect to each Multiemployer Plan and are not in material “default” (as
defined in Section 4219(c)(5) of ERISA) with respect to payments to a
Multiemployer Plan.



 43
 









4.12                        Environmental
Protection.  As of September 20, 2006:


A.                                    Neither
the Borrower nor any of its Subsidiaries nor any of their respective Facilities
or operations was subject to any outstanding written order, consent decree or
settlement agreement with any Person relating to any Environmental Law, any
Environmental Claim, or any Hazardous Materials Activity that, individually or
in the aggregate, could reasonably have been expected to have a Material
Adverse Effect.


B.                                    Neither
the Borrower nor any of its Subsidiaries had received any letter or request for
information under Section 104 of the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law,
except to the extent that such letter or request could not reasonably have been
expected to have a Material Adverse Effect.


C.                                    There
were not and, to the Borrower’s and each of its Subsidiaries’ knowledge, had
not been any condition, occurrence, or Hazardous Materials Activity which could
reasonably have been expected to form the basis of an Environmental Claim
against the Borrower or any of its Subsidiaries that, individually or in the
aggregate, could reasonably have been expected to have a Material Adverse
Effect.


D.                                    Compliance
with all then-current or reasonably foreseeable future requirements pursuant to
or under Environmental Laws could not, individually or in the aggregate,
reasonably have been expected to give rise to a Material Adverse Effect.


E.                                      Neither
the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower,
any predecessor of the Borrower or any Subsidiary of such predecessor, had
filed any notice under any Environmental Law indicating past or present
treatment of Hazardous Materials at any Facility, and none of the Borrower’s
nor any of its Subsidiaries’ operations involved the generation,
transportation, treatment, storage or disposal of hazardous waste, as defined
under 40 C.F.R.  Parts 260 270 or any
state equivalent, except to the extent that any of the foregoing could not
reasonably have been expected to have a Material Adverse Effect.


F.                                      No
event or condition had occurred or was occurring with respect to the Borrower
or any of its Subsidiaries relating to any Environmental Law, any Release of
Hazardous Materials, or any Hazardous Materials Activity which individually or
in the aggregate had had, or could reasonably have been expected to have, a
Material Adverse Effect.


4.13                        Pari
Passu.


The
Obligations and any other claims of the Lead Arrangers, the Agents and the
Lenders arising hereunder or under any of the Loan Documents rank at least pari passu with the claims of all of the
Borrower’s other senior unsecured creditors, except those creditors whose
claims are preferred by any bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally.



 44
 









4.14                        Restrictions.


There
are no contractual restrictions on the Borrower or any of its Subsidiaries
which prohibit or otherwise restrict the transfer of cash or other assets from any
such Subsidiary to the Borrower, other than prohibitions or restrictions
permitted under Section 6.4.


SECTION 5.                            AFFIRMATIVE
COVENANTS


The
Borrower covenants and agrees that, so long as the Commitments shall remain in
effect and until payment in full of all Obligations (other than Surviving
Obligations), unless the provisions of this Section 5 are waived or amended in
accordance with Section 8.5, the Borrower shall perform, and shall cause each
of its Subsidiaries to perform, all covenants in this Section 5.


5.1                               Financial
Statements and Other Reports.


The
Borrower will deliver to Administrative Agent:


(i)                                     Quarterly
Financial Statements:  as soon as
available, and in any event within 45 days after the end of each of the first
three (3) Fiscal Quarters of each Fiscal Year, the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated statements of income, stockholders’ equity
and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and
for the period from the beginning of the then-current Fiscal Year to the end of
such Fiscal Quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year,
all in reasonable detail and certified by the chief financial officer of the
Borrower as fairly presenting, in all material respects, the financial
condition of the Borrower and its Subsidiaries as at the date indicated and the
results of their operations and cash flows for the periods indicated in
conformity with GAAP, subject to the absence of footnotes and changes resulting
from audit and normal year-end adjustments;


(ii)                                  Annual
Financial Statements:  as soon as
available, and in any event within 90 days after the end of each Fiscal Year,
(i) the consolidated balance sheets of the Borrower and its Subsidiaries as at
the end of such Fiscal Year and the related consolidated statements of income,
stockholders’ equity and cash flows of the Borrower and its Subsidiaries for
such Fiscal Year, setting forth in each case in comparative form the
corresponding figures for the previous Fiscal Year, in reasonable detail and
certified by the chief financial officer of the Borrower as fairly presenting,
in all material respects, the financial condition of the Borrower and its
Subsidiaries as at the date indicated and the results of their operations and
cash flows for the periods indicated; and (ii) with respect such consolidated
financial statements a report thereon of Deloitte and Touche LLP or other
independent certified public accountants of recognized national standing
selected by the Borrower, and reasonably satisfactory to the Administrative
Agent (which report shall be unqualified as to going concern and scope of
audit, and shall state that such consolidated financial statements fairly
present, in all material respects, the consolidated financial position of the
Borrower and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except as otherwise
disclosed in such financial statements) and that the examination by such
accountants in connection with such



 45
 









consolidated financial statements has been made in accordance with
generally accepted auditing standards);


(iii)                               Compliance
Certificate:  together with each
delivery of financial statements of the Borrower and its Subsidiaries pursuant
to Sections 5.1(i) and 5.1(ii), a duly executed and completed Compliance
Certificate;


(iv)                              Filings:  promptly upon their becoming available,
copies of (a) all financial statements, reports, notices and proxy statements
sent by the Borrower to its shareholders or other security holders, and (b) all
material information filed by the Borrower or any of its Subsidiaries with the
Securities and Exchange Commission or any national securities exchange;


(v)                                 Notice of Default,
etc.:  promptly upon (and in any
event within five (5) Business Days after) any Responsible Officer of the
Borrower obtaining knowledge (a) of any condition or event that constitutes an
Event of Default or Potential Event of Default or that notice has been given to
the Borrower or any of its Subsidiaries with respect thereto, (b) that any
Person has given any notice to the Borrower or any of its Subsidiaries or taken
any other action with respect to a claimed default or event or condition of the
type referred to in Section 7.2, or (c) of the occurrence of any event or
change that has caused or evidences, either in any case individually or in the
aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the
nature and period of existence of such condition, event or change, or
specifying the notice given or action taken by any such Person and the nature
of such claimed Event of Default, Potential Event of Default, default, event or
condition, and what action the Borrower has taken, is taking and proposes to
take with respect thereto;


(vi)                              Notice of Litigation:  promptly upon (and in any event within five
(5) Business Days after) any officer of the Borrower obtaining knowledge of (a)
the institution of, or non-frivolous threat of, any action, suit, proceeding,
order, consent decree, settlement (whether administrative, judicial or
otherwise), governmental investigation or arbitration against or affecting the
Borrower or any of its Subsidiaries or any of their respective property,
including of the type described in Section 4.17 (collectively, “Proceedings”) or (b) any material development in any such
Proceeding that, in the case of either (a) or (b) if adversely determined,
could be reasonably expected to have a Material Adverse Effect, or seeks to
enjoin or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, the transactions contemplated hereby, written
notice thereof together with such other information as may be reasonably
available to the Borrower or such Subsidiary to enable Lenders and their
counsel to evaluate such matters;


(vii)                           Change in Rating:  promptly upon (and in any event within five
(5) Business Days after) obtaining knowledge thereof, written notice of any
changes in the rating given the Borrower’s long-term senior unsecured debt by
Moody’s or S&P;


(viii)                        ERISA:  (i) promptly upon becoming aware of the
occurrence of or forthcoming occurrence of any ERISA Event, a written notice
specifying the nature thereof, what action the Borrower or any of its ERISA
Affiliates has taken, is taking or proposes to take with respect thereto and,
when known, any action taken or threatened by the Internal Revenue



 46
 









Service, the United States Department of Labor or the PBGC with respect
thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by the
Borrower or any of its ERISA Affiliates with the Internal Revenue Service with
respect to each Pension Plan; (2) all notices received by the Borrower or any
of its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA
Event; and (3) copies of such other documents or governmental reports or
filings relating to any Employee Benefit Plan as the Administrative Agent shall
reasonably request;


(ix)                                Environmental
Reports and Audits:  as soon as practicable
following receipt thereof, copies of all environmental audits and reports with
respect to environmental matters at any property, plant or other Facility or
which relate to any environmental liabilities of the Borrower or its
Subsidiaries which, in any such case, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect;


(x)                                   Public Filings:  promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by the Borrower or any of its Subsidiaries with the Securities
and Exchange Commission, or any Governmental Authority succeeding to any or all
of the functions of the Securities and Exchange Commission, or distributed by
the Borrower to its shareholders generally; and


(xi)                                Other Information:  with reasonable promptness, such other
information and data with respect to the Borrower and its Subsidiaries as from
time to time may be reasonably requested by the Administrative Agent or any Lender.


5.2                               Books
and Records.


The
Borrower will, and will cause each of its Subsidiaries to keep proper books of
records and account in which full, true and correct entries in all material
respects in conformity with GAAP consistently applied shall be made of all
material dealings and transactions in relation to its business and activities
and permit representatives or agents of the Administrative Agent or any Lender
to visit and inspect any of its properties or assets and examine and make
abstracts from any of its books and records upon reasonable prior notice during
normal business hours and as often as may reasonably be desired, and to discuss
the business, operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers and employees of the Borrower and
independent public accountants of the Borrower and its Subsidiaries so long as
the Borrower is provided the opportunity to participate in such discussions.


5.3                               Existence.


Except
as otherwise permitted by Section 6.6, the Borrower will, and will cause each
of its Subsidiaries to, at all times preserve and keep in full force and effect
its existence and all rights, privileges, licenses and franchises material to
its business; provided that neither the Borrower nor any of its
Subsidiaries shall be required to preserve any such right, privilege, license
or franchise if management of the Borrower or such Subsidiary shall reasonably
determine that the preservation thereof is no longer desirable in the conduct
of the business of



 47
 









such Person, and
that the loss thereof is not disadvantageous in any material respect to the
Borrower or the Lenders.


5.4                               Insurance.


The
Borrower will maintain or cause to be maintained, with financially sound and
reputable insurers, such public liability insurance, third party property
damage insurance, business interruption insurance and casualty insurance with
respect to liabilities, losses or damage in respect of the assets, properties
and businesses of the Borrower and its Subsidiaries as may customarily be
carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses, in each case in such amounts (giving
effect to self-insurance), with such deductibles, covering such risks and
otherwise on such terms and conditions as shall be customary for such Persons.


5.5                               Payment
of Taxes and Claims.


The
Borrower will, and will cause each of its Subsidiaries to, pay all federal
income Taxes and other material Taxes imposed upon it or any of its properties
or assets or in respect of any of its income, businesses or franchises before
any penalty or fine accrues thereon; provided no such Tax need be paid
(a) if it is being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted, so long as adequate reserve or other
appropriate provision, as shall be required in conformity with GAAP shall have
been made therefor or (b) if the aggregate amount of all unpaid Taxes that have
not been paid by the Borrower and its Subsidiaries (excluding amounts being
contested as provided in clause (a)) does not exceed $5,000,000 and could not
reasonably be expected to have a Material Adverse Effect.  The Borrower will not, nor will it permit any
of its Subsidiaries to, file or consent to the filing of any consolidated
income Tax return with any Person (other than the Borrower or any of its
Subsidiaries).


5.6                               Payment
and Performance of Obligations.


The
Borrower will, and will cause each of its Subsidiaries to, pay and perform all
Obligations under this Agreement and the other Loan Documents.


5.7                               Maintenance
of Properties.


The
Borrower will, and will cause each of its Subsidiaries to, maintain or cause to
be maintained in good repair, working order and condition, ordinary wear and
tear excepted, all material properties used or useful in the business of the
Borrower and its Subsidiaries and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof.


5.8                               Compliance
with Laws.


The
Borrower will, and will cause each of its Subsidiaries to, comply with the
requirements of all Applicable Laws, rules, regulations and orders of any
Governmental Authority (including all Environmental Laws), noncompliance with
which could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.



 48
 









5.9                               Use
of Proceeds.


A.                                    Proceeds
of Loans.  The proceeds of each Loan
shall be used (i) to effect the Mayne Pharma Acquisition and (ii) to pay costs
and expenses in connection with the Transaction.


B.                                    Margin
Regulations.  No part of the proceeds
of the Loans made to the Borrower will be used to purchase or carry any Margin
Stock or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock in violation of the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.


5.10                        Claims
Pari Passu.


The
Borrower shall ensure that at all times the Obligations and any other claims of
the Lead Arrangers, the Agents and the Lenders arising hereunder or under any
other Loan Document rank at least pari passu
with the claims of the Borrower’s other senior unsecured creditors, except
those creditors whose claims are preferred by any bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally.


5.11                        Further
Assurances.


At
any time or from time to time upon the request of the Administrative Agent, the
Borrower will, and will cause each of its Subsidiaries to, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as the Administrative Agent may reasonably request in
order to effect fully the purposes of the Loan Documents.


SECTION 6.                            NEGATIVE
COVENANTS


The
Borrower covenants and agrees that, so long as the Commitments hereunder shall
remain in effect and until payment in full of all Obligations (other than
Surviving Obligations), unless the provisions of this Section 6 are waived or
amended in accordance with Section 8.5, the Borrower shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 6.


6.1                               Liens.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or permit to exist any Lien on or with respect
to any property or asset of any kind of the Borrower or any of its
Subsidiaries, whether now owned or hereafter acquired, or any income or profits
therefrom, except:


(i)                                     Liens
existing on the Effective Date and described on Schedule 6.1
hereto and other Liens securing Indebtedness existing on the Effective Date the
individual principal amount of which does not exceed $500,000;


(ii)                                  Liens
imposed by law for Taxes that are not yet required to be paid pursuant to
Section 5.5;



 49
 









(iii)                               statutory
Liens of landlords, banks (including rights of set-off), carriers,
warehousemen, mechanics, repairmen, workmen and material men, and other Liens
imposed by law, in each case incurred in the ordinary course of business for
amounts not yet overdue or for amounts that are overdue and that (in the case
of any such amounts overdue for a period in excess of five days) are being
contested in good faith by appropriate proceedings, so long as such reserves or
other appropriate provisions, if any, as shall be required by GAAP shall have
been made for any such contested amounts;


(iv)                              deposits made in the
ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed money
or other Indebtedness) incurred in the ordinary course of business;


(v)                                 easements,
rights-of-way, restrictions, encroachments, and other minor defects or
irregularities in title to real property of the Borrower or any Subsidiary of
the Borrower, in each case which do not and will not, individually or in the aggregate,
interfere in any material respect with the use or value thereof;


(vi)                              any interest or title of
a lessor or sublessor under any operating or true lease of real estate entered
into by the Borrower or one of its Subsidiaries in the ordinary course of its
business covering only the assets so leased;


(vii)                           Liens securing Indebtedness
pursuant to Capital Leases; provided that (a) such Liens are only in
respect of the property or assets subject to, and secure only, such Capital
Leases, (b) Indebtedness of Subsidiaries under Capital Leases shall be limited
by the provisions of Section 6.2 and (c) the aggregate amount of all
Indebtedness of the Borrower under Capital Leases shall not at any time exceed
$25,000,000;


(viii)                        purchase money Liens in real
property, improvements thereto or equipment hereafter acquired (or, in the case
of improvements, constructed) by the Borrower or one of its Subsidiaries; provided
that (a) such Lien secures Indebtedness permitted by Section 6.2), (b) such
Lien is incurred, and the Indebtedness secured thereby is created, within
ninety (90) days after completion of such acquisition (or construction), (c)
the Indebtedness secured thereby does not exceed 100% of the lesser of the cost
or the fair market value of such real property, improvements or equipment at
the time of such acquisition (or construction) and (d) such Lien does not apply
to any other property or assets of the Borrower or any of its Subsidiaries;


(ix)                                Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods;


(x)                                   licenses of patents,
trademarks and other intellectual property rights granted by the Borrower or
any of its Subsidiaries in the ordinary course of business and not interfering
in any respect with the ordinary conduct of the business of the Borrower or
such Subsidiary; and



 50
 









(xi)                                Liens on assets of
Persons acquired after the Effective Date subject to the terms of this
Agreement; provided that such Liens exist at the time such Person
becomes a Subsidiary and were not created in anticipation thereof;


(xii)                             Liens incurred in
connection with Qualified Receivables Transactions;


(xiii)                          Any Lien incurred to renew,
extend or refinance obligations secured by a Lien referred to in clause (viii)
or (xi) above, provided that (a) the principal or face amount of the
obligations secured by any such Lien does not exceed the outstanding principal
or face amount of the obligations so renewed, extended or refinanced
immediately prior to such renewal, extension or refinancing and (b) any such
Lien attaches solely to the assets that secured the obligations so renewed,
extended or refinanced; and


(xiv)                         Liens not otherwise permitted
by the foregoing clauses of this Section 6.1 securing obligations in an
aggregate principal amount at any time outstanding not to exceed 10% of
Consolidated Net Worth.


Notwithstanding
any of the foregoing exceptions, the Borrower will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon
the Capital Stock of any of its Subsidiaries or any Indebtedness owed to it by
the Borrower or any of its Subsidiaries.


6.2                               Indebtedness.


The
Borrower shall not permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:


(i)                                     Indebtedness
owing by any wholly-owned Subsidiary of the Borrower to the Borrower or another
wholly-owned Subsidiary of the Borrower;


(ii)                                  Indebtedness
existing on the Effective Date and set forth on Schedule 6.2,
but, in each case, not any extensions, renewals or replacements of such
Indebtedness except (a) renewals and extensions expressly provided for in the
agreements evidencing any such Indebtedness as the same are in effect on the
date of this Agreement and (b) refinancings and extensions of any such
Indebtedness if the terms and conditions thereof are not less favorable to the
obligor thereon or to the Lenders than the Indebtedness being refinanced or
extended or are otherwise on substantially then prevailing market terms, and
the average life to maturity thereof is greater than or equal to that of the
Indebtedness being refinanced or extended; provided such Indebtedness
permitted under the immediately preceding clause (a) or (b) above shall not (A)
include Indebtedness of an obligor that was not an obligor with respect to the
Indebtedness being extended, renewed or refinanced, (B) exceed in a principal
amount the Indebtedness being renewed, extended or refinanced or (C) be
incurred, created or assumed if any Potential Event of Default or Event of
Default has occurred and is continuing or would result therefrom;


(iii)                               Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of
business, provided that such Indebtedness is extinguished within seven
(7) Business Days of its incurrence;



 51















(iv)                              Indebtedness owed to
(including obligations in respect of letters of credit or bank guarantees or
similar instruments for the benefit of) any Person providing workers’
compensation, health, disability or other employee benefits or property,
casualty or liability insurance to the Borrower or any of its Subsidiaries,
pursuant to reimbursement or indemnification obligations to such Person, provided
that upon the incurrence of Indebtedness with respect to reimbursement
obligations regarding workers’ compensation claims, such obligations are
reimbursed not later than 30 days following such incurrence;


(v)                                 Indebtedness incurred
by any Subsidiary of the Borrower arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
guaranties or letters of credit, surety bonds or performance bonds securing the
performance of the Borrower or any such Subsidiary pursuant to such agreements,
in connection with permitted dispositions of any business or asset (including the
stock of any Subsidiary of the Borrower);


(vi)                              Indebtedness which may be
deemed to exist pursuant to any guaranties, performance, surety, statutory,
appeal or similar obligations incurred in the ordinary course of business of
the Borrower and its Subsidiaries;


(vii)                           guaranties in the ordinary
course of business of the obligations of suppliers, customers, franchisees and
licensees of the Borrower and its Subsidiaries;


(viii)                        Indebtedness (including
guarantees of any such Indebtedness) of a Subsidiary located in a country other
than the U.S.; provided that the outstanding principal amount of all
Indebtedness permitted by this clause (viii) (without double counting
guarantees of any such Indebtedness) shall not at any time exceed $100,000,000;


(ix)                                the Obligations; and


(x)                                   other Indebtedness
in an aggregate principal amount at any time outstanding not to exceed 15% of
Consolidated Net Worth.


6.3                               Acquisitions.


The
Borrower will not, and will not permit any of its wholly-owned Subsidiaries to,
make any Acquisition (other than the Mayne Pharma Acquisition and (ii) any
Acquisition by the Borrower or a wholly-owned Subsidiary of the Borrower of a
wholly-owned Subsidiary of the Borrower) if an Event of Default or Potential
Event of Default exists or would result therefrom.


6.4                               Restrictions
on Subsidiary Distributions.


Except
as provided herein, the Borrower shall not, and shall not permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary of the Borrower to (a) pay dividends or make any other
distributions on any of such Subsidiary’s Capital Stock owned by the Borrower
or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness
owed by such Subsidiary to the Borrower or any other Subsidiary of the
Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of
the Borrower, or (d) transfer any of



 52
 









its property or
assets to the Borrower or any other Subsidiary of the Borrower, other than
restrictions (i) existing under this Agreement, (ii) in agreements evidencing
Indebtedness pursuant to Capital Leases permitted by Section 6.2 that impose
restrictions on the property so acquired (except that such agreements shall not
in any manner limit the ability of the Borrower or any Subsidiary of the
Borrower to pay dividends or make any other distribution), (iii) by reason of
customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses, Joint Venture agreements and similar agreements
entered into in the ordinary course of business, (iv) by reason of customary
subordination provisions in any guaranty or similar arrangement (including any
arrangement of the type described in clause (vii), (viii) or (ix) of the
definition of “Indebtedness” or (v) imposed on a Subsidiary pursuant to an
agreement which has been entered into in connection with the disposition of all
of substantially all of the capital stock or assets of such Subsidiary.


6.5                               Restricted
Payments.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, declare, pay, make or set aside any sum for any Restricted
Payment if an Event of Default or a Potential Event of Default exists or would
result therefrom.


6.6                               Restriction
on Fundamental Changes and Asset Sales.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, enter into
any transaction of merger or consolidation, or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease or
sub-lease (as lessor or sub-lessor), exchange, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or substantially all of
its business, assets or property; provided that (a) the Borrower and its
Subsidiaries may make Acquisitions permitted by Section 6.3; and (b) so long as
no Event of Default or Potential Event of Default exists or would result
therefrom:


(i)                                     any
Subsidiary of the Borrower may merge or consolidate with or into, or dispose of
assets to, any other Subsidiary or to the Borrower;


(ii)                                  any
Subsidiary may merge or consolidate with or into another Person, convey,
transfer, lease or otherwise dispose of all or any portion of its assets so
long as (A) the consideration received in respect of such merger,
consolidation, conveyance, transfer, lease or other disposition is at least
equal to the fair market value of such assets and (B) no Material Adverse
Effect could reasonably be expected to result from such merger, consolidation,
conveyance, transfer, lease or other disposition; and


(iii)                               the Borrower may merge
with any other Person so long as the Borrower is the surviving entity.


6.7                               Conduct
of Business.


From
and after the Effective Date, the Borrower shall not, and shall not permit any
of its Subsidiaries to, engage in any material business or conduct any
activities other than (a) businesses conducted by the Borrower and its
Subsidiaries as of the Effective Date, (b)



 53
 









businesses
conducted by Mayne Pharma and its Subsidiaries as of September 20, 2006 and (c)
and businesses reasonably related to the foregoing.


6.8                               Fiscal
Year.


The
Borrower shall not make or permit, or permit any of its Subsidiaries to make or
permit, any change in its fiscal year, provided that Mayne Pharma or any
Subsidiary thereof may make any change that is necessary or appropriate to
cause its fiscal year to correspond with the Borrower’s fiscal year.


6.9                               Subordinated
Indebtedness.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, amend or
otherwise change the terms of any Subordinated Indebtedness, or make any
optional payment or any payment pursuant thereto, if the effect of such
amendment or change is to increase the interest rate on such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, change the
subordination provisions of such Subordinated Indebtedness (or of any guaranty
thereof), or if the effect of such amendment or change, together with all other
amendments or changes made, is to increase materially the obligations of the
obligor thereunder or to confer any additional rights on the holders of such
Subordinated Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to the Borrower or the Lenders.


6.10                        Transactions
with Shareholders and Affiliates.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction (including the purchase,
sale, lease or exchange of any property or the rendering of any service or the
making of any intercompany loan) with any Affiliate of the Borrower or any of
its Subsidiaries, any holder of Capital Stock or other interests in the
Borrower or any of its Subsidiaries, or any such Affiliate of any such holder,
on fair and reasonable terms that are less favorable to the Borrower or such
Subsidiary, as the case may be, than those that might be obtained at the time
in a comparable arm’s length transaction from a Person who is not such a holder
or Affiliate; provided the foregoing restriction shall not apply to (a)
any transaction between the Borrower and its Subsidiaries or between such
Subsidiaries to the extent otherwise permitted hereunder; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing
body) of the Borrower and its Subsidiaries; (c) compensation arrangements for
officers and other employees of the Borrower and its Subsidiaries entered into
in the ordinary course of business; (d) transactions described on Schedule
6.10; and (e) transactions in connection with Qualified Receivables
Transactions permitted under this Agreement.


6.11                        Financial
Covenants.


A.                                    Interest
Coverage Ratio.  The Borrower shall
not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter
to be less than the ratio shown below opposite such last day:



 54
 









 


	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  
	
  December 31,
  2006

  	
   

  	
  4.00 to 1

  
	
  March 31, 2007

  	
   

  	
  4.00 to 1

  
	
  June 30, 2007

  	
   

  	
  4.50 to 1

  
	
  September 30,
  2007

  	
   

  	
  4.75 to 1

  
	
  December 31,
  2007 and thereafter

  	
   

  	
  5.00 to 1

  



 


B.                                    Leverage
Ratio.  The Borrower shall not permit
the Leverage Ratio as of the last day of any Fiscal Quarter to exceed the ratio
shown below opposite such last day:


	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  
	
  December 31,
  2006

  	
   

  	
  4.50 to 1

  
	
  March 31, 2007

  	
   

  	
  4.50 to 1

  
	
  June 30, 2007

  	
   

  	
  4.00 to 1

  
	
  September 30,
  2007

  	
   

  	
  3.50 to 1

  
	
  December 31,
  2007 and thereafter

  	
   

  	
  3.25 to 1

  



 


C.                                    Certain
Calculations.  With respect to any
period during which a Permitted Acquisition (excluding the Acquisition by the
Borrower or a Subsidiary of Bresagen Limited) or an Asset Sale has occurred
(each, a “Subject Transaction”), for purposes of
determining compliance with the financial covenants set forth in this Section
6.11, Consolidated Adjusted EBITDA shall be calculated with respect to such
period on a pro forma basis using the historical audited financial statements
of any business so acquired or to be acquired or sold or to be sold and the
consolidated financial statements of the Borrower and its Subsidiaries which
shall be reformulated as if such Subject Transaction, and any Indebtedness
incurred or repaid in connection therewith, had been consummated or incurred or
repaid at the beginning of such period.


6.12                        Interest
Rate Agreements and Currency Agreements.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, enter into
any Interest Rate Agreement or Currency Agreement after the Effective Date
except Interest Rate Agreements and Currency Agreements entered into to hedge
or manage bona fide risks to which the Borrower or any such Subsidiary is
exposed in the conduct of its business or the management of its liabilities
(and, in any event, not for speculative purposes).



 55
 









SECTION 7.                            EVENTS
OF DEFAULT


If
any of the following conditions or events (each an “Event of Default”) shall occur:


7.1                               Failure
to Make Payments When Due.


Failure
by the Borrower to pay (i) any installment of principal of any Loan when due,
whether at stated maturity, by acceleration, by notice of voluntary prepayment,
by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any
fee or any other amount due under this Agreement within five (5) days after the
date due; or


7.2                               Default
in Other Agreements.


Failure
of the Borrower or any of its Subsidiaries to pay when due any principal of or
interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in Section 7.1 above) in excess
of $20,000,000 in the aggregate and in each case beyond the end of any grace
period provided therefor, if any; or (ii) breach or default by the Borrower or
any of its Subsidiaries with respect to any other material term of (a) one or
more items of such Indebtedness or (b) any loan agreement, mortgage, indenture
or other agreement relating to such item(s) of Indebtedness, in each case
beyond the end of any grace period provided therefor, if any, if the effect of
such breach or default is to cause, or to permit the holder or holders of that
Indebtedness (or a trustee on behalf of such holder or holders) to cause, that
Indebtedness to become or be declared due and payable (or redeemable) prior to
its stated maturity or the stated maturity of any underlying obligation, as the
case may be; or


7.3                               Breach
of Certain Covenants.


Failure
of the Borrower to perform or comply with any term or condition contained in
Sections 5.1(v)(a), 5.3 (solely with respect to (1) the existence of the
Borrower and (2) the failure of the Borrower to preserve or keep in full force
and effect its rights, privileges, licenses and franchises if such failure
would reasonably be expected to have a Material Adverse Effect), 5.9 or 6 of
this Agreement; or


7.4                               Breach
of Representation or Warranty.


Any
representation, warranty, certification or other statement made by the Borrower
in any Loan Document or in any statement or certificate at any time given by
the Borrower in writing pursuant thereto or in connection therewith shall be
false in any material respect on the date as of which made; or


7.5                               Other
Defaults Under Loan Documents.


The
Borrower shall default in the performance of or compliance with any term
contained in this Agreement or any other Loan Document (other than those
specified in Sections 7.1, 7.2, 7.3 and 7.4) and such default or non-compliance
shall not be cured or waived within thirty (30) days after the Borrower shall
have received notice from the Administrative Agent of such default; or



 56
 









7.6                               Involuntary
Bankruptcy; Appointment of Receiver, etc.


(i)
A court of competent jurisdiction shall enter a decree or order for relief in
respect of any the Borrower or any of its Significant Subsidiaries in an
involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against the Borrower or any of its Significant Subsidiaries under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, examiner, custodian or other officer having similar
powers over the Borrower or any of its Significant Subsidiaries, or over all or
a substantial part of their respective property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee, examiner or other custodian of the Borrower or any of its Significant
Subsidiaries for all or a substantial part of their respective property; or a
warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of the Borrower or any of its
Significant Subsidiaries, and any such event described in this clause (ii)
shall continue for sixty (60) days unless dismissed, bonded or discharged; or


7.7                               Voluntary
Bankruptcy; Appointment of Receiver, etc.


The
Borrower or any of its Significant Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or the Borrower or any of its Significant Subsidiaries
shall make any assignment for the benefit of creditors; or the Borrower or any
of its Significant Subsidiaries shall be unable, or shall fail generally, or
shall admit in writing their respective inability, to pay its debts as such
debts become due; or the board of directors (or similar governing body) of the
Borrower or any of its Significant Subsidiaries (or any committee thereof)
shall adopt any resolution or otherwise authorize any action to approve any of
the actions referred to in this Section 7.7 or in Section 7.6 above; or


7.8                               Judgments
and Attachments.


Any
money judgment, writ or warrant of attachment or similar process involving in
excess of $20,000,000 (not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has acknowledged coverage) shall be
entered or filed against the Borrower or any of its Subsidiaries, or any of
their respective assets, and shall remain undischarged, unvacated, unbonded or
unstayed for a period of sixty (60) days (or in any event later than five (5)
days prior to the date of any proposed sale thereunder); or



 57
 









7.9                               Dissolution.


Any
order, judgment or decree shall be entered against the Borrower or any of its
Subsidiaries decreeing the dissolution or split up of such Person; or


7.10                        Employee
Benefit Plans.


There
shall occur one or more ERISA Events which individually or in the aggregate
results in or might reasonably be expected to result in liability of the
Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates
in excess of $10,000,000 during the term of this Agreement; or there shall exist
any fact or circumstance that reasonably could be expected to result in the
imposition of a Lien or security interest under Section 412(n) of the Internal
Revenue Code or under ERISA; or


7.11                        Change
in Control.


A
Change of Control shall occur; or


7.12                        Repudiation
of Obligations.


At
any time after the execution and delivery thereof, (i) this Agreement for any
reason shall cease to be in full force and effect (other than by reason of the
satisfaction in full of the Obligations) or shall be declared null and void, or
(ii) the Borrower shall contest the validity or enforceability of any Loan
Document, or deny that it has any further liability under any Loan Document; or


7.13                        Material
Adverse Change.


(i)
Since September 20, 2006 and on or prior to the Credit Date, the Borrower shall
have notified the Lenders of the occurrence of, or there shall have occurred, a
material adverse change in the business, operations, properties or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole, (ii) any representation or warranty made with respect to Mayne Pharma,
its Subsidiaries or their businesses is not true, correct and complete in all
material respects on and as of the relevant date or (iii) any bona fide action,
suit, investigation, litigation or proceeding (whether administrative, judicial
or otherwise) affecting the Borrower or any of its Subsidiaries shall be
pending or threatened against any court, Governmental Authority or arbitrator
that could be reasonably expected to, individually or in the aggregate,
materially impair the transactions contemplated by the Loan Documents or in any
manner call into question or challenge this Agreement or the making of the
Loans, and in each case, 30 days shall have elapsed after the Credit Date;


THEN,
(1) upon the occurrence of any Event of Default described in Section 7.6 or
7.7, automatically, and (2) upon the occurrence of any other Event of Default,
at the request of (or with the consent of) Requisite Lenders, upon notice to
the Borrower by the Administrative Agent, (A) the Commitments, if any, of each
Lender having such Commitments shall immediately terminate; (B) each of the
following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which



 58
 









are hereby
expressly waived by the Borrower:  (I)
the unpaid principal amount of and accrued interest on the Loans and (II) all
other Obligations.


SECTION 8.                            MISCELLANEOUS


8.1                               Assignments
and Participations in Loans.


A.                                    Right
to Assign.  Each Lender shall have
the right at any time to sell, assign or transfer all or a portion of its
rights and obligations under this Agreement, including all or a portion of its
Commitment or Loans owing to it or other Obligation (provided, however,
that each such assignment shall be of a uniform, and not varying, percentage of
all rights and obligations under and in respect of Loans and its
Commitment):  (i) to any Person meeting
the criteria of clause (A) of the definition of the term of “Eligible Assignee”
or to any Approved Fund upon the giving of notice to the Borrower and the
Administrative Agent; and (ii) to any Person meeting the criteria of clause (B)
of the definition of the term of “Eligible Assignee” and consented to by each
of the Borrower and the Administrative Agent (such consent not to be (x)
unreasonably withheld or delayed and, (y) in the case of the Borrower, required
at any time an Event of Default shall have occurred and then be continuing); provided
further each such assignment pursuant to this Section 8.1A shall be in
an aggregate amount of not less than $5,000,000, which such amount shall be
reduced to $1,000,000 at any time an Event of Default shall have occurred and
be continuing (or such lesser amount as may be agreed to by the Borrower and
the Administrative Agent or as shall constitute the aggregate amount of the
Commitment and Loans of the assigning Lender).


B.                                    Requirements.  The assigning Lender and the assignee thereof
shall execute and deliver to the Administrative Agent an Assignment Agreement,
together with (i) a processing and recordation fee of $3,500, and (ii) such
forms, certificates or other evidence, if any, with respect to United States
federal income tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver to Administrative Agent pursuant to
Section 2.8B(iii).


C.                                    Acceptance
and Notice of Assignment.  Upon its
receipt of a duly executed and completed Assignment Agreement, together with
the processing and recordation fee referred to in Section 8.1B (and any forms,
certificates or other evidence required by this Agreement in connection
therewith), the Administrative Agent shall record the information contained in
such Assignment Agreement in the Register, shall give prompt notice thereof to
the Borrower and shall maintain a copy of such Assignment Agreement.


D.                                    Representations
and Warranties of Assignee.  Each
Lender, upon execution and delivery hereof or upon executing and delivering an
Assignment Agreement, as the case may be, represents and warrants as of the
Effective Date or as of the applicable Effective Date (as defined in the
applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it
has experience and expertise in the making of or investing in commitments or
loans such as its Commitment or Loans, as the case may be; and (iii) it will
make or invest in, as the case may be, its Commitment or Loans for its own
account in the ordinary course of its business and without a view to
distribution of its Commitment or Loans within the meaning of the Securities
Act or the Exchange Act or other federal securities laws (it being understood
that, subject to the provisions



 59
 









of this Section 8.1, the disposition of its Commitment or Loans or any
interests therein shall at all times remain within its exclusive control).


E.                                      Effect
of Assignment.  Subject to the terms
and conditions of this Section 8.1, as of the “Effective Date” specified in the
applicable Assignment Agreement:  (i) the
assignee thereunder shall have the rights and obligations of a “Lender”
hereunder to the extent such rights and obligations hereunder have been
assigned to it pursuant to such Assignment Agreement and shall thereafter be a
party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender
thereunder shall, to the extent that rights and obligations hereunder have been
assigned thereby pursuant to such Assignment Agreement, relinquish its rights
(other than any rights which survive the termination hereof under Section 8.8) and
be released from its obligations hereunder (and, in the case of an Assignment
Agreement covering all or the remaining portion of an assigning Lender’s rights
and obligations hereunder, such Lender shall cease to be a party hereto; provided,
anything contained in any of the Loan Documents to the contrary notwithstanding
and (y) such assigning Lender shall continue to be entitled to the benefit of
all indemnities hereunder as specified herein with respect to matters arising
out of the prior involvement of such assigning Lender as a Lender hereunder);
(iii) the Commitments shall be modified to reflect the Commitment of such
assignee and any Commitment of such assigning Lender, if any; and (iv) if any
such assignment occurs after the issuance of any Note to the assigning Lender,
the assigning Lender shall, upon the effectiveness of such assignment or as
promptly thereafter as practicable, surrender its Notes to the Administrative
Agent for cancellation, and thereupon the Borrower shall issue and deliver new
Notes, if so requested by the assignee and/or assigning Lender, to such
assignee and/or to such assigning Lender, with appropriate insertions, to
evidence the Loans of the assignee and/or the assigning Lender.


F.                                      Certain
Other Permitted Assignments.  In
addition to any other assignment permitted pursuant to this Section 8.1, any
Lender may assign and/or pledge all or any portion of its Loans, the other
obligations owed by or to such Lender, if any, to secure obligations of such
Lender including to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
operating circular issued by such Federal Reserve Bank; provided that no
such assignment or pledge shall release any Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


G.                                    Participations.  Each Lender shall have the right at any time
to sell one or more participations to any Person (other than the Borrower, any
of its Subsidiaries or any of its Affiliates) in all or any part of its
Commitment, Loans or other Obligations. 
The holder of any such participation, other than an Affiliate of the
Lender granting such participation, shall not be entitled to require such Lender
to take or omit to take any action hereunder except with respect to any
amendment, modification or waiver that would (i) extend the final scheduled
maturity of any Loan or Note in which such participant is participating, or
reduce the rate or extend the time of payment of interest or fees thereon
(except in connection with a waiver of applicability of any post default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant’s participation over the amount thereof then in
effect (it being understood that a waiver of any Event of Default or of a
mandatory reduction in the Commitment shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without the consent of any participant if the participant’s



 60
 









participation is not increased as a result thereof) or (ii) consent to
the assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement.  The Borrower
agrees that each participant shall be entitled to the benefits of Sections 2.9C
and 2.8 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to Section 8.1A; provided (i) a participant shall
not be entitled to receive any greater payment under Section 2.8 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such participant, unless the sale of the participation to
such participant is made with the Borrower’s prior written consent and (ii) a
participant that would be a Non-US Lender if it were a Lender shall not be
entitled to the benefits of Section 2.8B unless the Borrower is notified of the
participation sold to such participant and such participant agrees, for the
benefit of the Borrower, to comply with Section 2.8B as though it were a
Lender.  To the extent permitted by law,
each participant also shall be entitled to the benefits of Section 8.5 as
though it were a Lender, provided such participant agrees to be subject
to Section 8.18 as though it were a Lender.


8.2                               Expenses.


Whether
or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to pay promptly (i) all the actual and reasonable costs and
out-of-pocket expenses of preparation of the Loan Documents; (ii) all the costs
of furnishing all opinions by counsel for the Borrower; (iii) the reasonable
fees, out-of-pocket expenses and disbursements of a single U.S. counsel in
connection with the negotiation, preparation and execution of the Loan
Documents and any other documents or matters requested by the Borrower; (iv)
all the actual and reasonable costs and out-of-pocket reasonable fees, expenses
and disbursements of any auditors, accountants, consultants or appraisers; (v)
all other actual and reasonable costs and out-of-pocket expenses incurred by
each Lead Arranger, the Administrative Agent and each Syndication Agent in
connection with the syndication of the Loans and the negotiation, preparation
and execution of the Loan Documents and the transactions contemplated thereby;
(vi) all actual and reasonable costs and out-of-pocket expenses incurred by the
Administrative Agent in connection with any consents, amendments, waivers or
other modifications of the Loan Documents (including the reasonable fees,
out-of-pocket expenses and disbursements of counsel to the Administrative Agent
in connection therewith); and (vii) after the occurrence of an Event of
Default, all costs and expenses, including reasonable attorneys’ fees
(including, without duplication, allocated costs of internal counsel) and costs
of settlement, incurred by any Agent or Lender in enforcing any Obligations of
or in collecting any payments due from the Borrower hereunder or under the
other Loan Documents by reason of such Event of Default (including in
connection with the sale of, collection from, or other realization upon any
collateral) or in connection with any refinancing or restructuring of the
credit arrangements provided under this Agreement in the nature of a “work-out”
or pursuant to any insolvency or bankruptcy cases or proceedings.


8.3                               Indemnity.


A.                                    In
addition to the payment of expenses pursuant to Section 8.2, whether or not the
transactions contemplated hereby shall be consummated, the Borrower agrees to
defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold
harmless each of the Lead Arrangers and Agents and each Lender, and the
respective partners, officers, directors, employees, agents, attorneys, and
affiliates of each of the Lead Arrangers and each of the Agents



 61
 









and each Lender (collectively called the “Indemnitees”), from and against any and all Indemnified
Liabilities (as hereinafter defined); provided that the Borrower shall
not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise from
the gross negligence or willful misconduct of that Indemnitee or any of its
Affiliates as determined by a final judgment of a court of competent
jurisdiction.  As used herein, “Indemnified Liabilities” means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, actions, judgments, suits, claims (including environmental claims),
costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of counsel for Indemnitees in connection
with any investigative, administrative or judicial proceeding commenced or
threatened by the Borrower or any other Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including the Lenders’ agreements
to make the Loans hereunder or the use or intended use of the proceeds thereof,
or any enforcement of any of the Loan Documents).


B.                                    To
the extent that the undertakings to defend, indemnify, pay and hold harmless
set forth in this Section 8.3 may be unenforceable in whole or in part because
they are violative of any law or public policy, the Borrower shall contribute
the maximum portion that it is permitted to pay and satisfy under applicable
law to the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them.


C.                                    To
the extent permitted by applicable law, the Borrower and each of its
Subsidiaries shall not assert, and each hereby waives, any claim against the
Lenders, the Agents, the Lead Arrangers and their respective Affiliates,
officers, directors, employees, attorneys or agents, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) (whether or not the claim therefor is based on
contract, tort or duty imposed by any applicable legal requirement) arising out
of, in connection with, arising out of, as a result of, or in any way related
to, this Agreement or any other Loan Document, or any agreement or instrument
contemplated hereby or thereby or referred to herein or therein, the
transactions contemplated hereby or thereby, any Loan or the use of the
proceeds thereof or any act or omission or event occurring in connection
therewith, and the Borrower and each of its Subsidiaries hereby waives,
releases and agrees not to sue upon any such claim or any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor.


8.4                               Set-Off.


In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence and during the
continuance of any Event of Default, each of the Agents and each Lender (and
each of their respective Affiliates) is hereby authorized by the Borrower at
any time or from time to time subject, except in the case of an Event of
Default under Section 7.1, 7.6 or 7.7, to the consent of the Administrative
Agent (such



 62
 









consent not to be
unreasonably withheld or delayed), without notice to the Borrower or to any
other Person, any such notice being hereby expressly waived, to set-off and to
appropriate and to apply any and all deposits (general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Agent or such Lender (or such Affiliate), and any of
their respective affiliates, as the case may be, to or for the credit or the
account of the Borrower against and on account of the obligations and
liabilities of the Borrower to such Agent or such Lender under this Agreement
and the other Loan Documents, including all claims of any nature or description
arising out of or connected with this Agreement or any other Loan Document,
irrespective of whether or not (i) such Agent or such Lender shall have made
any demand hereunder or (ii) the principal of or the interest on the Loans or
any other amounts due hereunder shall have become due and payable pursuant to
Section 7 and although said Obligations, or any of them, may be contingent or
unmatured.


8.5                               Amendments
and Waivers.


No
amendment, modification, termination or waiver of any provision of this
Agreement or of any other Loan Document, or consent to any departure by the
Borrower therefrom, shall in any event be effective without the written
concurrence of the Requisite Lenders; provided that no amendment,
modification, termination, waiver or consent shall, without the consent of each
Lender affected thereby:  (i) extend the
scheduled final maturity of any Loan; (ii) waive, reduce or postpone any scheduled
repayment (but not prepayment); (iii) reduce the rate of interest on any Loan
or any fee or other amount hereunder; (iv) extend the time for payment of any
such interest, fees or other amounts; (v) reduce the principal amount of any
Loan; (vi) amend, modify, terminate or waive any provision of this Section 8.5;
(vii) amend, modify or replace the definition of “Requisite Lenders” or “Pro
Rata Share”, or any provision of this Agreement which would alter the pro rata sharing of payments required
hereunder; or (viii) consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement; provided further
that no such amendment, modification, termination or waiver of any provision of
the Loan Documents, or consent to any departure by the Borrower therefrom,
shall:  (1) increase the Commitments of
any Lender over the amount thereof then in effect without the consent of such
Lender; or (2) amend, modify, terminate or waive any provision of this
Agreement as the same applies to the rights or obligations of any Agent, in
each case without the consent of such Agent. 
The Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or consents
on behalf of such Lender.  Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.  No
notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances.


8.6                               Independence
of Covenants.


All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of an Event of
Default or Potential Event of Default if such action is taken or condition
exists.



 63
 









8.7                               Notices.


A.                                    Generally.  Unless otherwise specifically provided
herein, all notices or other communications provided for hereunder between the
Borrower and any other Person party hereto shall be in writing (including
facsimile or electronic mail) and mailed, sent by overnight courier,
telecopied, e-mailed, or delivered to, in the case of each signatory to this
Agreement, at its address set forth on the signature pages hereto, or, as to
each party, at such other address or to such other person as shall be
designated by such party in a written notice to all other parties.  Any notice, request or demand to or upon the
Borrower or any other Person party hereto shall not be effective until
received.


B.                                    Intralinks.


(i)                                     The Borrower
hereby agree that they will provide to the Administrative Agent all
information, documents and other materials that they are obligated to furnish
to the Administrative Agent pursuant to the Loan Documents, including all
notices, requests, financial statements, financial and other reports,
certificates and other information materials, but excluding any such
communication that (i) relates to a request for a new, or a conversion of an
existing, borrowing or other Loan (including any election of an interest rate
or interest period relating thereto), (ii) relates to the payment of any
principal or other amount due under this Agreement prior to the scheduled date
therefor, (iii) provides notice of any Potential Event of Default or Event of
Default or (iv) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any borrowing or other Loan
hereunder (all such non-excluded communications being referred to herein
collectively as “Communications”), by transmitting
the Communications in an electronic/soft medium in a format acceptable to the
Administrative Agent to oploanswebadmin@citigroup.com.  In addition, the Borrower agrees to continue
to provide the Communications to the Administrative Agent in the manner
specified in the Loan Documents but only to the extent requested by the
Administrative Agent.


(ii)                                  The Borrower further
agrees that the Administrative Agent may make the Communications available to
the Lenders by posting the Communications on Intralinks or a substantially
similar electronic transmission system (the “Platform”).


(iii)                            THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF
THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN
CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR
ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”)
HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR



 64
 









ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE
EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM
SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


(iv)                              The Administrative Agent
agrees that the receipt of the Communications by the Administrative Agent at
its e-mail address set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan
Documents.  Each Lender agrees that
notice to it (as provided in the next sentence) specifying that the
Communications have been posted to the Platform shall constitute effective
delivery of the Communications to such Lender for purposes of the Loan
Documents.  Each Lender agrees to notify
the Administrative Agent in writing (including by electronic communication)
from time to time of such Lender’s e-mail address to which the foregoing notice
may be sent by electronic transmission and (ii) that the foregoing notice may
be sent to such e-mail address.


8.8                               Survival
of Representations, Warranties and Agreements.


A.                                    All
representations, warranties and agreements made herein shall survive the
execution and delivery of this Agreement and the making of the Loans hereunder.


B.                                    Notwithstanding
anything in this Agreement or implied by law to the contrary, the agreements of
the Borrower set forth in Sections 2.8, 2.9C, 8.2, 8.3 and 8.4 and the
agreements of Lenders set forth in Sections 8.18, 9.2C and 9.4 shall survive
the payment of the Loans and the termination of this Agreement.


8.9                               Failure
or Indulgence Not Waiver; Remedies Cumulative.


No
failure or delay on the part of any Lead Arranger, any Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to each
Lead Arranger, each Agent and each Lender hereby are cumulative and shall be in
addition to and independent of all rights, powers and remedies existing by
virtue of any statute or rule of law or in any other Loan Document.  Any forbearance or failure to exercise, and
any delay in exercising, any right, power or remedy hereunder shall not impair
any such right, power or remedy or be construed to be a waiver thereof, nor
shall it preclude the further exercise of any such right, power or remedy.


8.10                        Marshalling;
Payments Set Aside.


No
Agent or Lender shall be under any obligation to marshal any assets in favor of
the Borrower or any other Person or against or in payment of any or all of the
Obligations.  To the 



 65
 









extent that the
Borrower makes a payment or payments to the Administrative Agent or the Lenders
(or to the Administrative Agent, on behalf of the Lenders) or the
Administrative Agent or the Lenders enforce any security interests or exercises
their rights of set-off, and such payment or payments or the proceeds of such
enforcement or set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or set-off had not occurred.


8.11                        Severability.


In
case any provision in or obligation under any Loan Document shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations of such Loan
Document, the other Loan Documents or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.


8.12                        Headings.


Section
and subsection headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any
other purpose or be given any substantive effect.


8.13                        Applicable
Law.


THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


8.14                        Successors
and Assigns.


This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of the Lenders (it being understood that each Lender’s
rights of assignment are subject to Section 8.1).  The Borrower may not assign or delegate its
rights or obligations hereunder or any interest therein without the prior
written consent of each Lender.  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Indemnitees, and Affiliates of each of the Agents and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


8.15                        Consent
to Jurisdiction and Service of Process.


ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE,



 66
 









COUNTY
AND CITY OF NEW YORK.  BY EXECUTING AND
DELIVERING THIS AGREEMENT, THE BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY


(I)                                    ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;


(II)                                WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS;


(III)                            AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE BORROWER AT
ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HERETO;


(IV)                           AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;


(V)                               AGREES
THAT EACH AGENT AND EACH LENDER RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION; AND


(VI)                           AGREES
THAT THE PROVISIONS OF THIS SECTION 8.15 RELATING TO JURISDICTION AND VENUE
SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.


8.16                        Waiver
of Jury Trial.


EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION
OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including contract
claims, tort claims, breach of duty claims and all other common law and
statutory claims.  Each party hereto
acknowledges that this waiver is a material inducement to enter into a business
relationship, that each has already relied on this waiver in entering into this
Agreement, and that each will continue to rely on this waiver in their related
future dealings.  Each party hereto
further warrants and represents that it has reviewed this waiver with its legal
counsel and that it knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. 
THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN



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WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 8.16 AND EXECUTED BY EACH OF THE PARTIES
HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER.  In the
event of litigation, this Agreement may be filed as a written consent to a
trial by the court.


8.17                        Confidentiality.


Each Agent and
Lender shall hold all confidential, proprietary or non-public information
regarding the Borrower and its Subsidiaries and their respective businesses
which has been identified as confidential by any the Borrower and obtained
pursuant to the requirements of this Agreement in accordance with such Agent’s
or Lender’s customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices, it being
understood and agreed by the Borrower that in any event each Lender may make
disclosures (i) to Affiliates of such Agent or Lender and the directors,
officers, employees, agents, advisors and other representatives of such Agent
or Lender and their Affiliates (and to other persons authorized by an Agent or
Lender to organize, present or disseminate such information in connection with
disclosures otherwise made in accordance with this Section 8.17); (ii)
reasonably required by any bona fide or potential assignee, transferee or
participant in connection with the contemplated assignment, transfer or
participation by any Lender of its Loans or any interest therein; (iii) to any
rating agency when required by it, provided that, prior to any
disclosure, such rating agency shall undertake in writing to preserve the
confidentiality of any confidential information relating to the Borrower or its
Subsidiaries received by it from any of the Agents or any Lender; (iv) required
or requested by any Governmental Authority or representative thereof; provided
that unless specifically prohibited by applicable law, court order or similar
regulatory process, each Agent and Lender shall make reasonable efforts to
notify the Borrower of any request by any Governmental Authority or
representative thereof (other than any such request in connection with any
examination of the financial condition or other routine examination of such
Agent or Lender by such Governmental Authority) for disclosure of any such
non-public information prior to disclosure of such information; (v) to any
other party hereto; (vi) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder; (vii) to any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower
and their Obligations; (viii) with the consent of the Borrower or (ix) to the
extent such information (x) becomes publicly available other than as a result
of a breach of this Section 8.17 or (y) becomes available to any Agent, any
Lender or their respective Affiliates on a nonconfidential basis from a source
other than the Borrower so long as such Agent, such Lender or such Affiliate
does not have knowledge that such source has an obligation to the Borrower to
keep such information confidential; provided that in no event shall any
Agent or Lender be obligated or required to return any materials furnished by
the Borrower or any of its Subsidiaries.



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8.18                        Ratable
Sharing.


The
Lenders hereby agree among themselves that if any of them shall, whether by
voluntary payment (other than a voluntary prepayment of Loans made and applied
in accordance with the terms hereof), through the exercise of any right of set-off
or banker’s lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment
or reduction of a proportion of the aggregate amount of principal, interest,
amounts payable in respect of commitment fees and other amounts then due and
owing to such Lender hereunder or under the other Loan Documents (collectively,
the “Aggregate Amounts Due” to
such Lender), which is greater than the proportion received by any other Lender
in respect to of the Aggregate Amounts Due to such other Lender, then the
Lender receiving such proportionately greater payment shall (i) notify the
Administrative Agent of the receipt of such payment and (ii) apply a portion of
such payment to purchase (for cash at face value) participations (which it
shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment),
or such other adjustments as shall be equitable, in the Aggregate Amounts Due
to the other Lenders so that all such recoveries of Aggregate Amounts Due shall
be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided
that, if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
or reorganization of the Borrower or otherwise, those purchases shall be
rescinded and the purchase prices paid for such participations shall be
returned to such purchasing Lender ratably to the extent of such recovery, but
without interest. The Borrower and each of its Subsidiaries expressly consents
to the foregoing arrangement and agrees that any holder of a participation so
purchased may exercise any and all rights of banker’s lien, set-off or
counterclaim with respect to any and all monies owing by the Borrower or any of
its Subsidiaries to that holder with respect thereto as fully as if that holder
were owed the amount of the participation held by that holder.


8.19                        Counterparts;
Effectiveness.


This
Agreement and any amendments, waivers, consents or supplements hereto or in
connection herewith may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. This
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto and receipt by the Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.


8.20                        Obligations
Several; Independent Nature of Lenders’ Rights.


The
obligations of the Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitment of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
the Lenders pursuant hereto or thereto, shall be deemed to constitute the
Lenders as a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled to protect and
enforce its rights arising



 69
 









out hereof and it
shall not be necessary for any other Lender to be joined as an additional party
in any proceeding for such purpose.


8.21                        Usury
Savings Clause.


Notwithstanding
any other provision herein, the aggregate interest rate charged with respect to
any of the Obligations, including all charges or fees in connection therewith
deemed in the nature of interest under applicable law shall not exceed the
Highest Lawful Rate. As used herein, “Highest
Lawful Rate” means the maximum lawful interest rate, if any, that at
any time or from time to time may be contracted for, charged, or received under
the laws applicable to any Lender which are presently in effect or, to the
extent allowed by law, under such applicable laws which may hereafter be in effect
and which allow a higher maximum nonusurious interest rate than applicable laws
now allow. If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the
outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect. In
addition, if when the Loans made hereunder are repaid in full the total
interest due hereunder (taking into account the increase provided for above) is
less than the total amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect, then to the extent permitted by law, the Borrower shall pay to the
Administrative Agent an amount equal to the difference between the amount of
interest paid and the amount of interest which would have been paid if the
Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrower to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts
for, charges, or receives any consideration which constitutes interest in
excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender’s option be applied
to the outstanding amount of the Loans made hereunder or be refunded to the
Borrower.


SECTION
9.                            AGENTS


9.1                               Appointment.


ABN
AMRO and MSSF are hereby appointed as Syndication Agents hereunder, and each
Lender hereby authorizes the Syndication Agents to act as its agents in
accordance with the terms of this Agreement and the other Loan Documents. Bank
of America, N.A. and Wachovia Bank, National Association are hereby appointed
as Documentation Agents hereunder, and each Lender hereby authorizes the Documentation
Agents to act as its agents in accordance with the terms of this Agreement and
the other Loan Documents. Citibank is hereby appointed by each Lender as the
Administrative Agent hereunder and under the other Loan Documents and each
Lender hereby authorizes the Administrative Agent to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents. Each
Agent hereby agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable. The provisions of this
Section 9 are solely for the benefit of the Agents and the Lenders, and the



 70
 









Borrower shall
have no rights as a third party beneficiary of any of the provisions thereof.
In performing its functions and duties under this Agreement, each of the Agents
shall act solely as an agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation towards or relationship of agency or
trust with or for the Borrower or any of its Subsidiaries.


9.2                               Powers
and Duties; General Immunity.


A.            Powers; Duties
Specified. Each
Lender irrevocably authorizes each Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the
other Loan Documents as are specifically delegated or granted to such Agent by
the terms hereof and thereof, together with such powers, rights and remedies as
are reasonably incidental thereto. Each Agent shall have only those duties and
responsibilities that are expressly specified in this Agreement and the other
Loan Documents. Each Agent may exercise such powers, rights and remedies and
perform such duties by or through its agents or employees. No Agent shall have,
by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship
in respect of any Lender; and nothing in this Agreement or any of the other
Loan Documents, expressed or implied, is intended to or shall be so construed
as to impose upon any Agent any obligations in respect of this Agreement or any
of the other Loan Documents except as expressly set forth herein or therein.
Anything herein to the contrary notwithstanding, none of the Lead Arrangers,
Syndication Agents or Documentation Agents listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as a Lender hereunder.


B.            No Responsibility
for Certain Matters. No
Agent shall be responsible to any Lender for the execution, effectiveness,
genuineness, validity, enforceability, collectability or sufficiency of this
Agreement or any other Loan Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral
statements or in any financial or other statements, instruments, reports or
certificates or any other documents furnished or made by any Agent to the
Lenders or by or on behalf of the Borrower to any Agent or any Lender in
connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of the Borrower or any other
Person liable for the payment of any Obligations, nor shall any Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents (other than to confirm receipt of items required under this
Agreement or any Loan Document to be delivered to such Agent) or as to the use
of the proceeds of the Loans or as to the existence or possible existence of
any Event of Default or Potential Event of Default (unless and until notice
describing such Event of Default or Potential Event of Default is given to such
Agent by the Borrower or any other Agent) or to make disclosures with respect
to the foregoing. Anything contained in this Agreement to the contrary
notwithstanding, the Administrative Agent shall not have any liability arising
from confirmations of the amount of outstanding Loans or the component amounts
thereof.


C.            Exculpatory
Provisions. No Agent
or any of its officers, partners, directors, employees or agents shall be
liable to the Lenders for any action taken or omitted by any Agent under or in
connection with any of the Loan Documents except to the extent caused by such



 71
 









Agent’s
gross negligence or willful misconduct. Each Agent shall be entitled to refrain
from any act or the taking of any action (including the failure to take an
action) in connection with this Agreement or any of the other Loan Documents or
from the exercise of any power, discretion or authority vested in it hereunder
or thereunder unless and until such Agent shall have received instructions in
respect thereof from the Requisite Lenders (or such other the Lenders as may be
required to give such instructions under Section 8.5) and, upon receipt of such
instructions from the Requisite Lenders (or such other Lenders, as the case may
be), such Agent shall be entitled to act or (where so instructed) refrain from
acting, or to exercise such power, discretion or authority, in accordance with
such instructions. Without prejudice to the generality of the foregoing, (i)
each of Agent shall be entitled to rely, and shall be fully protected in
relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper Person or
Persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for the Borrower and
its Subsidiaries), accountants, experts and other professional advisors
selected by it; and (ii) no Lender shall have any right of action whatsoever
against any Agent as a result of such Agent acting or (where so instructed)
refraining from acting under this Agreement or any of the other Loan Documents
in accordance with the instructions of the Requisite Lenders (or such other
Lenders as may be required to give such instructions under Section 8.5).


D.            Agents Entitled to
Act as Lenders. The
agency hereby created shall in no way impair or affect any of the rights and
powers of, or impose any duties or obligations upon, any Agent in its
individual capacity as a Lender hereunder. With respect to its participation in
the Loans, each Agent shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not performing the
duties and functions delegated to it hereunder, and the term “Lender” shall,
unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Any Agent and its Affiliates may accept deposits from,
lend money to, own Securities of, and generally engage in any kind of banking,
trust, financial advisory or other business with the Borrower or any of their
Affiliates as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Borrower for services in
connection with this Agreement and otherwise without having to account for the
same to Lenders. No Agent shall have any duty to disclose any information
obtained or received by it or any of its Affiliates relating to the Borrower or
any of its Subsidiaries to the extent such information was obtained or received
in any capacity other than as an Agent under this Agreement. In the event that
Citibank or any of its Affiliates shall be or become an indenture trustee under
the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”)
in respect of any securities issued or guaranteed by the Borrower, the parties
hereto acknowledge and agree that any payment or property received in
satisfaction of or in respect of any obligation of the Borrower hereunder or
under any other Loan Document by or on behalf of Citibank in its capacity as
the Administrative Agent for the benefit of any Lender under this Agreement or
any Note (other than Citibank or an Affiliate of Citibank) and which is applied
in accordance with this Agreement shall be deemed to be exempt from the
requirements of Section 311 of the Trust Indenture Act pursuant to Section
311(b)(3) of the Trust Indenture Act.



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9.3                               Representations
and Warranties; No Responsibility For Appraisal of Creditworthiness.


Each
Lender represents and warrants that it has made its own independent
investigation of the financial condition and affairs of the Borrower and its
Subsidiaries in connection with the making of the Loans hereunder and that it
has made and shall continue to make its own appraisal of the creditworthiness
of the Borrower and its Subsidiaries. No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of the Lenders or to provide any
Lender with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter, and no Agent shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to the Lenders.


9.4                               Right
to Indemnity.


Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the
Administrative Agent, to the extent that the Administrative Agent shall not
have been reimbursed by the Borrower to the full extent required by this
Agreement or any other Loan Document, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Loan Documents or otherwise in its
capacity as Administrative Agent in any way relating to or arising out of this
Agreement or the other Loan Documents; provided that (a) no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s gross negligence or willful
misconduct and (b) no Lender shall be liable for the payment of any portion of
an Indemnified Liability pursuant to this Section 9.4 unless such Indemnified
Liability was incurred by the Administrative Agent in its capacity as such or
by another Person acting for the Administrative Agent in such capacity. If any
indemnity furnished to the Administrative Agent for any purpose shall, in the
opinion of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.


9.5                               Successor
Administrative Agent.


The
Administrative Agent may resign at any time by giving thirty (30) days’ prior
written notice thereof to the Lenders and the Borrower, and the Administrative
Agent may be removed at any time with or without cause by an instrument or
concurrent instruments in writing delivered to the Borrower and the
Administrative Agent and signed by the Requisite Lenders. Upon any such notice
of resignation or any such removal, the Requisite Lenders shall have the right,
with, so long as no Potential Event of Default or Event of Default exists, the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed), upon five (5) Business Days’ notice to the Borrower, to select a
successor Administrative Agent. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent and the retiring or



 73
 









removed
Administrative Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring or removed Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was the Administrative Agent under this Agreement.


9.6                               Acknowledgment
of Potential Related Transactions.


The
Borrower hereby acknowledge its understanding that each of the Lead Arrangers,
each of the Agents and each of the Lenders may from time to time effect
transactions (for its own account or the account of customers), and hold
positions in loans or options on loans that may be the subject of this
arrangement. In addition, certain Affiliates of the Lenders are full service
securities firms and as such may from time to time effect transactions (for its
own account or the account of customers), and hold positions, in loans or
options on loans or securities or options on securities that may be the subject
of this arrangement. In addition, each of the Lead Arrangers, each of the Agents
and each of the Lenders may employ the services of its Affiliates in providing
certain services hereunder and may, subject to Section 8.17, exchange with such
Affiliates information concerning the Borrower and other companies that may be
the subject of this arrangement.


[Remainder
of page intentionally left blank]



 74















IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


	
  

  	
  HOSPIRA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lori O. Carlson

  	
   

  
	
   

  	
  Name: Lori O. Carlson

  
	
   

  	
  Title: Corporate Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  275 N. Field Road

  
	
   

  	
  Lake Forest, IL 60064

  
	
   

  	
  Attention: Vice President and Treasurer

  
	
   

  	
  Tel:

  	
  (224) 212-2000

  
	
   

  	
  Fax:

  	
  (224) 212-3284

  
	
   

  	
  email: lori.carlson@hospira.com

  
					



 













 


	
  

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Lender and Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin A. Ege

  	
   

  
	
   

  	
  Name: Kevin A. Ege

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  Two Penns Way

  
	
   

  	
  New Castle, DE 19720

  
	
   

  	
  Attention: Bank Loan Syndications

  
	
   

  	
  Tel:

  	
  (302) 894-6010

  
	
   

  	
  Fax:

  	
  (212) 994-0961

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  390 Greenwich Street

  
	
   

  	
  New York, NY 10013

  
	
   

  	
  Attention: Chris Snider

  
	
   

  	
  Tel:

  	
  (212) 816-8917

  
	
   

  	
  Fax:

  	
  (212) 816-8051

  
	
   

  	
  email: christopher.snider@citigroup.com

  
					



 



 2
 









 


	
  

  	
  ABN AMRO BANK N.V., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Pierpont

  	
   

  
	
   

  	
  Name: James W. Pierpont

  
	
   

  	
  Title: Corporate Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dianne D. Barkley

  	
   

  
	
   

  	
  Name: Dianne D. Barkley

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  540 West Madison Street, Suite 2100

  
	
   

  	
  Chicago, IL 60661

  
	
   

  	
  Attention: Loan Administration

  
	
   

  	
  Tel:

  	
  (312) 992-5150

  
	
   

  	
  Fax:

  	
  (312) 992-5155

  
					



 



 3
 









 


	
  

  	
  MORGAN STANLEY SENIOR FUNDING, INC.,
  as

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth Hendricks

  	
   

  
	
   

  	
  Name: Elizabeth Hendricks

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  1633 Broadway, 25th Floor

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: James Morgan/Larry Benison

  
	
   

  	
  Tel:

  	
  (212) 537-1470 / (212) 537-1439

  
	
   

  	
  Fax:

  	
  (212) 537-1867 / 1866

  
	
   

  	
  email:

  
					



 



 4
 









 


	
  

  	
  BANK OF AMERICA, N.A., as
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin R. Wagley

  	
   

  
	
   

  	
  Name: Kevin R. Wagley

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  2001 Clayton Road

  
	
   

  	
  Concord, CA 94520

  
	
   

  	
  Attention: Shashanna Kratz

  
	
   

  	
  Tel:

  	
  (925) 675-8057

  
	
   

  	
  Fax:

  	
  (888) 985-9252

  
	
   

  	
  email: shashanna.a.kratz@bankofamerica.com

  
					



 



 5
 









 


	
  

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James S. Conville

  	
   

  
	
   

  	
  Name: James S. Conville

  
	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  201 South College Street CP9, NC 1183

  
	
   

  	
  Charlotte, NC 28288

  
	
   

  	
  Attention: Anita Johnston

  
	
   

  	
  Tel:

  	
  (704) 715-9822

  
	
   

  	
  Fax:

  	
  (704) 715-0095

  
	
   

  	
  email: anita.johnston1@wachovia.com

  
					



 



 6
 









 


	
  

  	
  SUNTRUST BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory M. Ratliff

  	
   

  
	
   

  	
  Name: Gregory M. Ratliff

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  200 South Orange Avenue, MC 1108

  
	
   

  	
  Orlando, FL 32801

  
	
   

  	
  Attention: Arnette Delaine

  
	
   

  	
  Tel:

  	
  (407) 237-2436

  
	
   

  	
  Fax:

  	
  (407) 237-5342

  
	
   

  	
  email: arnette.delaine@suntrust.com

  
					



 



 7
 









 


	
  

  	
  BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

  
	
   

  	
  CHICAGO BRANCH (F/K/A THE BANK OF

  
	
   

  	
  TOKYO—MITSUBISHI, LTD., CHICAGO BRANCH)

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tsuguyuki Umene

  	
   

  
	
   

  	
  Name: Tsuguyuki Umene

  
	
   

  	
  Title: Deputy General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

  
	
   

  	
  Chicago Branch

  
	
   

  	
  227 W. Monroe St., Suite 2300

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Attention: Corporate Banking—Ms. Diane Tkach

  
	
   

  	
  Tel:

  	
  (312) 696-4663

  
	
   

  	
  Fax:

  	
  (312) 696-4535

  
	
   

  	
  email: dtkach@us.mufg.jp

  
					



 



 8
 









 


	
  

  	
  BMO CAPITAL MARKETS FINANCING, INC.,
  as

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph W. Linder

  	
   

  
	
   

  	
  Name: Joseph W. Linder

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  115 South LaSalle Street, 12 West

  
	
   

  	
  Chicago, IL 60603

  
	
   

  	
  Attention: Joseph W. Linder

  
	
   

  	
  Tel:

  	
  (312) 750-3784

  
	
   

  	
  Fax:

  	
  (312) 750-6057

  
	
   

  	
  email: joseph.linder@bmo.com

  
					



 



 9
 









 


	
  

  	
  THE NORTHERN TRUST COMPANY, as
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Courtney L. O’Connor

  	
   

  
	
   

  	
  Name: Courtney L. O’Connor

  
	
   

  	
  Title: 2nd Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  50 South LaSalle Street

  
	
   

  	
  Chicago, IL 60675

  
	
   

  	
  Attention: Linda Honda

  
	
   

  	
  Tel:

  	
  (312) 444-3532

  
	
   

  	
  Fax:

  	
  (312) 630-1566

  
	
   

  	
  email: LSH@ntrs.com

  
					



 



 10
 









 


	
  

  	
  COMMONWEALTH BANK OF AUSTRALIA,
  as

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Heazlewood

  	
   

  
	
   

  	
  Name: Jeff Heazlewood

  
	
   

  	
  Title: Relationship Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  Commonwealth Bank of Australia

  
	
   

  	
  599 Lexington Avenue

  
	
   

  	
  17th Floor

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Tel: (212) 848-9312

  
	
   

  	
  Fax: (212) 336-7725

  
	
   

  	
  email: joanne.park@cba.com.au

  



 



 11
 









 


	
  

  	
  NATIONAL AUSTRALIA BANK LIMITED

  
	
   

  	
  ABN 12 004 044 937,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Daniels

  	
   

  
	
   

  	
  Name: Stephen Daniels

  
	
   

  	
  Title: Client Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  245 Park Avenue, Level 28

  
	
   

  	
  New York, NY 10167

  
	
   

  	
  Attention: Stephen Daniels

  
	
   

  	
  Tel:

  	
  (212) 916-9509

  
	
   

  	
  Fax:

  	
  (212) 983-7360

  
	
   

  	
  email: sdaniels@nabny.com

  
					



 



 12
 









 


	
  

  	
  THE ROYAL BANK OF SCOTLAND PLC,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Iain Stewart

  	
   

  
	
   

  	
  Name: Iain Stewart

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  101 Park Avenue

  
	
   

  	
  6th Floor

  
	
   

  	
  New York, NY 10178

  
	
   

  	
  Attention: Julie Strelchenko

  
	
   

  	
  Tel:

  	
  (212) 401-1404

  
	
   

  	
  Fax:

  	
  (212) 401-1494

  
	
   

  	
  email: julie.strelchenko@rbos.com

  
					



 



 13