EX-10.2






Exhibit
10.2

EXECUTION COPY




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 27, 2008, is
by and among BARR LABORATORIES, INC., a Delaware corporation (the “Company”), certain Foreign
Subsidiaries of the Company party hereto pursuant to Section 2.14 of the hereinafter
defined Existing Credit Agreement (each a “Designated Foreign Borrower”; and together with the
Company, the “Borrowers” and, each a “Borrower”), Barr Pharmaceuticals, Inc., a Delaware
corporation (the “Parent”) as a guarantor along with certain Subsidiaries of the Parent
(individually a “Guarantor” and
collectively the “Guarantors”), the Lenders party hereto
(collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent for the Lenders (the “Administrative Agent”) and as Swing Line Lender and L/C
Issuer. Terms used but not otherwise defined herein shall have the meanings provided in the
Existing Credit Agreement described below.



W I T N E S S E T H




     WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agent, the Swing Line
Lender and the L/C Issuer have entered into that certain Credit Agreement dated as of July 21, 2006
(as amended by that certain First Amendment dated as of October 24, 2006, and as further amended,
modified, extended, renewed, restated, replaced or increased from time to time, prior to the date
hereof, the “Existing Credit Agreement”);



     WHEREAS, Teva Pharmaceutical Industries Ltd. (“Teva”), the Parent and a wholly-owned
subsidiary of Teva have signed an agreement and plan of merger under which Teva would, subject to
the terms and conditions thereof, acquire by merger the Parent (such acquisition the “Teva
Acquisition”); and



     WHEREAS, the consummation of the Teva Acquisition would result in a Change of Control and
thus an Event of Default under Section 8.0l (k) of the Existing Credit Agreement, the Parent and
the Borrowers have requested, and the Lenders have agreed, to amend the Existing Credit Agreement
as provided herein to permit the Teva Acquisition pursuant to the terms and conditions of this
Amendment.



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



PART 1

DEFINITIONS




     SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment, including its preamble and
recitals, have the following meanings:




     “Second Amendment Effective Date” is defined in Subpart 3.1.



     SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and recitals, have the
meanings provided in the Existing Credit Agreement.



 









 





PART 2

AMENDMENTS TO EXISTING CREDIT AGREEMENT




     Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the
Existing Credit Agreement is hereby amended in accordance with this Part 2.



     SUBPART 2.1 Definition of Alternative Currency Sublimit. The definition of
“Alternative Currency Sublimit” contained in Section 1.01 of the Existing Credit Agreement is
hereby amended and restated in its entirety to read as follows:




     “Alternative Currency Sublimit” means (a) prior to the Teva Acquisition
Effective Date, an amount equal to the lesser of the Aggregate Revolving Commitments and
$200,000,000 and (b) on and after the Teva Acquisition Effective Date, an amount equal
to $0. The Alternative Currency Sublimit is part of, and not in addition to, the
Aggregate Revolving Commitments.



     SUBPART 2.2 Definition of Applicable Rate. The definition of “Applicable Rate”
contained in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in
its entirety to read as follows:




     “Applicable Rate” means, from time to time, the following percentages per annum,
based upon the Corporate Ratings as set forth below:




     (a) prior to the Teva Acquisition Effective Date, the following percentages per
annum, based upon the Corporate Ratings as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Credit	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Facility	 	 	 	 	 	Acquisition Facility	 	Acquisition
	 	 	 	 	Revolving	 	Applicable	 	Revolving	 	 	 	Applicable Margin	 	Facility
	 	 	 	 	Credit Facility	 	Margin for	 	Credit	 	 	 	for LIBOR	 	Applicable
	 	 	 	 	Applicable	 	Alternate	 	Facility	 	 	 	Loans/Acquisition	 	Margin for
	 	 	Corporate	 	Margin for	 	Base Rate	 	Letter of	 	Facility	 	Facility Letter of	 	Alternate Base
	Level	 	Ratings	 	LIBOR Loans	 	Loans	 	Credit Fee	 	Fee	 	Credit Fee	 	Rate Loans
	I

	 	Greater than
or equal to
BBB+/Baa l
	 	40.0 bps
	 	0 bps
	 	40.0 bps
	 	10.0 bps
	 	50.0 bps
	 	0 bps
	II

	 	BBB/Baa2
	 	50.0 bps
	 	0 bps
	 	50.0 bps
	 	12.5 bps
	 	62.5 bps
	 	0 bps
	III

	 	BBB-/Baa3
	 	60.0 bps
	 	0 bps
	 	60.0 bps
	 	15.0 bps
	 	75.0 bps
	 	0 bps
	IV

	 	BB+/Bal
	 	70.0 bps
	 	0 bps
	 	70.0 bps
	 	17.5 bps
	 	87.5 bps
	 	0 bps
	V

	 	BB/Ba2
	 	87.5 bps
	 	0 bps
	 	87.5 bps
	 	25.0 bps
	 	112.5 bps
	 	12.5 bps
	VI

	 	Less than

BB/Ba2
	 	100.0 bps
	 	0 bps
	 	100.0 bps
	 	37.5 bps
	 	137.5 bps
	 	37.5 bps







     “Corporate Rating” means, as of any date of determination, the rating as
determined by the Ratings Agencies as the Parent’s corporate credit (family) rating
(collectively, the “Corporate Ratings”); provided that if a Corporate
Rating is issued by the Ratings Agencies and there is a split rating, then the highest of
such Corporate Ratings shall apply (with the Corporate Rating for Pricing Level I being the
highest and the Corporate Rating for Pricing Level VI being the lowest) in determining the
Pricing Level. If there is a multiple split in Corporate Ratings, then the Corporate Rating
that is one level lower than the highest rating shall apply in determining the Pricing
Level; provided, further, however, that the Applicable Rate shall be at pricing
Level VI if no Corporate Rating is available from each of the Rating Agencies or such
Corporate Ratings do not give pro forma effect to the Acquisition of the Acquired Company
(to the extent applicable).



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Initially, the Applicable Rate shall be at Level III until the earlier of (x) ninety (90)
days following the Closing Date and (y) the date on which the Parent has obtained its
Corporate Ratings. Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Corporate Rating shall be effective during the period commencing on
the date of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.




     (b) on and after the Teva Acquisition Effective Date, the following percentages
per annum, based upon the Corporate Ratings as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Credit	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Facility	 	 	 	 	 	Acquisition Facility	 	Acquisition
	 	 	 	 	Revolving	 	Applicable	 	Revolving	 	 	 	Applicable Margin	 	Facility
	 	 	 	 	Credit Facility	 	Margin for	 	Credit	 	 	 	for LIBOR	 	Applicable
	 	 	 	 	Applicable	 	Alternate	 	Facility	 	 	 	Loans/Acquisition	 	Margin for
	 	 	Corporate	 	Margin for	 	Base Rate	 	Letter of	 	Facility	 	Facility Letter of	 	Alternate Base
	Level	 	Ratings	 	LIBOR Loans	 	Loans	 	Credit Fee	 	Fee	 	Credit Fee	 	Rate Loans
	I

	 	Greater than or equal to A- /A3
	 	105 bps
	 	5 bps
	 	105 bps
	 	20.0 bps
	 	125.0 bps
	 	25.0 bps
	II

	 	BBB+/Baa l
	 	125 bps
	 	25 bps
	 	125 bps
	 	25.0 bps
	 	150.0 bps
	 	50.0 bps
	III

	 	BBB/Baa2
	 	137.5 bps
	 	37.5 bps
	 	137.5 bps
	 	37.5 bps
	 	175.0 bps
	 	75.0 bps
	IV

	 	Less than or equal to BBB-/Baa3
	 	175.0 bps
	 	75.0 bps
	 	175.0 bps
	 	50.0 bps
	 	225.0 bps
	 	125.0 bps








     “Corporate Rating” means, as of any date of determination, the rating as determined by
the Ratings Agencies as Teva’s corporate credit rating (collectively, the
 “Corporate Ratings”); provided that if a Corporate Rating is issued by the Ratings Agencies
and there is a split rating, then the highest of such Corporate Ratings shall apply (with
the Corporate Rating for Pricing Level I being the highest and the Corporate Rating for
Pricing Level IV being the lowest) in determining the Pricing Level. If there is a multiple
split in Corporate Ratings, then the Corporate Rating that is one level lower than the
highest rating shall apply in determining the Pricing Level;
provided, further, however, that the Applicable Rate shall be at pricing Level IV if no Corporate Rating
is available from each of the Rating Agencies.




The Applicable Rate shall be at Level II for the first ninety (90) days immediately
following the Teva Acquisition Effective Date. Thereafter, each change in the Applicable
Rate resulting from a publicly announced change in the Corporate Rating shall be effective,
during the period commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next such change.



     SUBPART 2.3 Definition of Base Rate. The definition of “Base Rate” contained in
Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to
read as follows:




     “Base Rate” means (a) prior to the Teva Acquisition Effective Date, for any day a
fluctuating rate per annum equal to the higher of (i) the Federal Funds Rate plus 1/2 of
1% and (ii) the rate of interest in effect for such day as publicly announced from time
to time by Bank of America as its “prime rate” and (b) on and after the Teva Acquisition
Effective Date, for any day, a rate per annum equal to the highest of (i) the Federal
Funds Rate plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its



3









 






“prime rate” and (iii) the Eurocurrency Rate for Dollar deposits being delivered in the
London interbank market for a term of one month commencing on such day plus 1%. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall take effect
at the opening of business on the day specified in the public announcement of such change.



     SUBPART 2.4 Definition of Change of Control. Clauses (b) and (c) of the definition of
“Change of Control” contained in Section 1.01 of the Existing Credit Agreement are hereby amended
in their entireties to read as follows:




     (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan and excluding Teva and its Affiliates as part of
or in connection with the Teva Acquisition) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire (such right, an “option right”), whether such right
is exercisable immediately or only after the passage of time), directly or indirectly, of
35% or more of the equity securities of the Parent entitled to vote for members of the board
of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking
into account all such securities that such person or group has the right to acquire pursuant
to any option right);




     (c) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of the Parent cease to be individuals (i)
who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body (it
being understood that changes in the members of the board of the Parent on the Teva
Acquisition Effective Date and for a period of three months thereafter shall not constitute
a “Change of Control” pursuant to this clause (c)).



     SUBPART 2.5 Definition of Consolidated EBITDA. Clause (a) of the definition of
“Consolidated EBITDA” contained in Section 1.01 of the Existing Credit Agreement is hereby amended
by adding new clauses (viii) and (ix) to the end of such clause (a) to read as follows, and making
the appropriate grammatical changes thereto:




     (viii) in the event that the Teva Acquisition Effective Date has occurred, one-time
non-cash expenses incurred in connection with the Teva Acquisition and (ix) in the event
that the Teva Acquisition Effective Date has occurred, one-time cash expenses incurred in
connection with the Teva Acquisition in an aggregate amount not to exceed $75,000,000



4









 





     SUBPART 2.6 Definition of Designated Foreign Borrower Sublimit. The
definition of “Designated Foreign Borrower Sublimit” contained in Section 1.01 of the
Existing Credit Agreement is hereby amended and restated in its
entirety to read as follows:




     “Designated Foreign Borrower Sublimit” means (a) prior to the Teva Acquisition
Effective Date, an amount equal to the lesser of the Aggregate Revolving Commitments and
$200,000,000 and (b) on and after the Teva Acquisition Effective Date, $0. The Designated
Foreign Borrower Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.



     SUBPART 2.7 Definition of Loan Documents. The definition of “Loan Documents”
contained in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its
entirety to read as follows:




     “Loan Documents” means this Agreement, each Designated Foreign Borrower
Request and Assumption Agreement, each Note, each Issuer Document, each Guarantor Joinder
Agreement, the Fee Letter and, in the event that the Teva Acquisition Effective Date has
occurred, the Teva Guaranty.



     SUBPART 2.8 Definition of Loan Parties. The definition of “Loan Parties”
contained in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in
its entirety to read as follows:




     “Loan Parties” means, collectively, the Company, each Designated Foreign Borrower and
each Guarantor (provided that, notwithstanding the Teva Guaranty, Teva shall not be deemed
a “Loan Party”).



     SUBPART 2.9 Definition of Parent. The definition of “Parent” contained in Section
1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as
follows:




     “Parent” means (a) prior to the Teva Acquisition Effective Date, Barr Pharmaceuticals,
Inc., a Delaware corporation and (b) on and after the Teva Acquisition Effective Date, New
Barr Parent.



     SUBPART 2.10 New Definitions. The following new definitions are added to Section 1.01
of the Existing Credit Agreement in appropriate alphabetical order:




     “Approving Lenders” means each Lender who executed and delivered its signature
page to the Second Amendment on or before 5:00 P.M. (New York Time) on Monday, October 27,
2008.




     “Second Amendment” means that certain Second Amendment to Credit Agreement
dated as of October 27, 2008, by and among the Company, the Parent, the Guarantors, the
Lenders and the Administrative Agent.




     “Second Amendment Effective Date” means October 27, 2008.




     “New Barr Parent” means that certain newly formed, wholly-owned subsidiary of Teva
USA, Inc. organized under the laws of the State of Delaware which is the ultimate surviving
entity in the Teva Acquisition.



5









 






     “Pliva Corporate Reorganization” means, that certain corporate reorganization
pursuant to which the capital stock of one or more of Barr Laboratories Europe BV and its
Subsidiaries shall be transferred to one or more Subsidiaries of Teva in exchange for the
Teva Notes.




     “Teva” means Teva Pharmaceutical Industries Ltd., an Israeli company.




     “Teva Acquisition” means the acquisition by merger of Barr Pharmaceuticals,
Inc. by Teva.




     “Teva Acquisition Effective Date” means the date on which the Teva Acquisition
shall have been consummated.




     “Teva Guaranty” means the guaranty by Teva of the Obligations pursuant to a guaranty
agreement substantially in the form attached hereto as Exhibit A to the Second
Amendment.




     “Teva Notes” means the promissory notes from one or more Subsidiaries of Teva to Barr
Laboratories, Inc. in connection with the Pliva Corporate Reorganization.



     SUBPART 2.11 Teva Acquisition. A new Section 6.12 is hereby added to Article VI
of the Existing Credit Agreement to read as follows:




     6.12 Teva Acquisition. To the extent the Teva Acquisition Effective Date has
occurred, on or prior to the Teva Acquisition Effective Date, the Administrative Agent
shall have received the following items:




     (a) Counterparts of (i) the Teva Guaranty, duly executed on behalf of Teva and the
Administrative Agent (on behalf of the Lenders); provided that the Teva Guaranty may be
received by the Administrative Agent in escrow to be effective on, and not prior to, the
Teva Acquisition Effective Date, (ii) an incumbency certificate of Teva certified by a
secretary or assistant secretary to be true and correct as of the Teva Acquisition Effective
Date and (iii) a favorable opinion or opinions of counsel to Teva, addressed to the
Administrative Agent and each of the Lenders, with respect to the Teva Guaranty addressing
due authorization, execution, delivery, enforceability, non-contravention and such
other customary matters reasonably requested by the Administrative Agent; provided that
the legal opinion or opinions may be received by the Administrative Agent in escrow to be
effective on, and not prior to, the Teva Acquisition Effective Date; and




     (b) An amendment fee for the benefit of the Approving Lenders equal to 10 basis points
on the outstanding Revolving Commitment and/or outstanding Acquisition Facility Loans of
each such Approving Lender as of the Second Amendment Effective Date (it being understood
that such fee shall be in addition to the amendment fee received by the Approving Lenders on
the Second Amendment Effective Date).



     SUBPART 2.12 Investments. Clause (d) contained in Section 7.02 of the Existing
Credit Agreement is hereby amended and restated to read as follows:




     (d) investments in any Foreign Subsidiary; provided, that if such Investment is
by a Loan Party in a Foreign Subsidiary that is not a Loan Party, prior to and after giving
effect to any such Investment, (i) no Default shall have occurred and be continuing before
and after giving effect to such Investment on a Pro Forma Basis and (ii) (A) in the event
that the Teva Acquisition Effective Date shall not have occurred, to the extent that the
Consolidated Leverage Ratio after



6









 






giving effect to such Investment on a Pro Forma Basis shall be greater than 3.50 to 1.00,
the aggregate amount of such Investments permitted pursuant to this clause (d) shall not
exceed $100,000,000 during the period when the consolidated Leverage Ratio is greater than
3.50 to 1.00 and (B) in the event that the Teva Acquisition Effective Date shall have
occurred, the aggregate amount of such Investments permitted pursuant to this clause (d)
shall not exceed $0.



*****




     SUBPART 2.13 Investments. Section 7.02 of the Existing Credit Agreement is hereby
amended by adding a new clause (r) thereto to read as follows, and renumbering existing clause (r)
to read clause (s):




     (r) Investments in the form of the Teva Notes; and



     SUBPART 2.14 Fundamental Changes. Clause (a) contained in Section 7.04 of the
Existing Credit Agreement is hereby amended and restated to read as follows:




(a)(i) any Subsidiary of the Parent (other than the Company) may merge with (A) the Parent
or the Company, provided that the Parent or the Company, as the case may be, shall
be the continuing or surviving Person or (B) any one or more Persons, provided that
when any Guarantor is merging with another Person which is not a Guarantor hereunder, the
Guarantor shall be the continuing or surviving Person or the surviving Person shall become a
Guarantor, (ii) the Company and the Parent may merge provided that (A) the Company shall be
the continuing or surviving Person or (B) if the Parent shall be the continuing or surviving
Person, (x) the Borrower shall provide written notice to the Administrative Agent prior to
such merger or consolidation and (y) the Parent shall assume contemporaneously with such
merger or consolidation all of the obligations of the Borrower under this Agreement and the
other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative
Agent and (iii) to the extent the Teva Acquisition Effective Date shall have occurred, the
Parent (Barr Pharmaceuticals, Inc.) may merge with and into New Barr Parent, with New Barr
Parent being the surviving “Parent” hereunder to the extent that New Barr Parent shall
assume contemporaneously with such merger by operation of law or otherwise all of the
obligations of the Parent (Barr Pharmaceuticals, Inc.) under this Agreement and the other
Loan Documents, it being understood and agreed that execution and delivery of the Agreement
and Plan of Merger by and among the Parent, Teva Pharmaceutical Industries Ltd. and Barr
Acquisition Corp., dated as of July 17, 2008, as amended, modified, extended, renewed,
restated or replaced from time to time, satisfies the requirements of this clause (a).
Following any merger pursuant to this Section 7.04(a)(ii), all references to
“Parent” and to the “Borrower” shall be read as references to the Person surviving the
merger;



     SUBPART 2.15 Transactions With Affiliates. Section 7.07 of the Existing Credit
Agreement is hereby amended by adding a new clause (i) to the end thereof, and making the
appropriate punctuation and grammatical changes thereto:




     and (i) in the event that the Teva Acquisition Effective Date shall have occurred, the
Pliva Corporate Reorganization.



     SUBPART 2.16 Financial Covenants. Section 7.10 of the Existing Credit Agreement is
hereby amended and restated in its entirety to read as follows:




7









 








7.10 Financial Covenants.



(a) Prior to the Teva Acquisition Effective Date:




     (i) Until the Corporate Ratings as determined by the Ratings Agencies shall each be BBB+ or
higher and Baal or higher, respectively, as of the end of any fiscal quarter of the Parent, then:




     (A) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Parent to be less than 3.00 to
1.00.




     (B) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as
of the end of any fiscal quarter of the Parent;




     (1) ending after the Closing Date, but prior to the earlier of the Acquisition
Facility Letter of Credit Issuance Date and the Initial Acquisition Facility Loan
Funding Date, to be greater than 3.00 to 1.00.




     (2) ending after the Acquisition Facility Letter of Credit Issuance Date, if
any, but prior to the Initial Acquisition Facility Loan Funding Date, to be greater
than 4.50 to 1.00.




     (3) ending after the Initial Acquisition Facility Loan Funding Date, but on or
prior to the earlier of the Consolidated Leverage Ratio Stepdown Date and September
30, 2007, to be greater than 4.00 to 1.00.




     (4) ending on or after October 1, 2007, but on or prior to the earlier of the
Consolidated Leverage Ratio Stepdown Date and September 30, 2008, to be greater
than 3.50 to 1.00.




     (5) at all other times, to be greater than 3.00 to 1.00.



     (ii) Once the Corporate Ratings as determined by the Ratings Agencies shall each be BBB+ or
higher and Baal or higher, respectively, as of the end of any fiscal quarter of the Parent, and
thereafter:




     Consolidated Funded Indebtedness to Total Capitalization. Permit the
Consolidated Funded Indebtedness to Total Capitalization Ratio, at any time, to be greater
than 0.50 to 1.00.



(b) On and after the Teva Acquisition Effective Date:





     (i) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Parent to be less than 3.00 to
1.00.




     (ii) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as
of the end of any fiscal quarter of the Parent;



8









 






     (A) from the Teva Acquisition Effective Date to and including the
fiscal quarter ending December 31, 2009, to be greater than 3.50 to 1.00.




     (B) at all other times, to be greater than 3.00 to 1.00.



PART 3

CONDITIONS TO EFFECTIVENESS




     SUBPART 3.1 Second Amendment Effective Date. This Amendment shall be and become
effective as of the date hereof (the “Second Amendment Effective Date”) when all of
the conditions set forth in this Part 3 shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the “Amendment”.



     SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall
have received counterparts of this Amendment, which collectively shall have been duly
executed on behalf of the Borrower, the Guarantors, the Lenders (pursuant to the
authorization of the Required Lenders) and the Administrative Agent.



     SUBPART 3.3 Amendment Fee. The Administrative Agent shall have received from the
Borrower, for the account of each Lender who executes and approves this Amendment on or
before 5:00 P.M. (New York Time) on Monday, October 27, 2008 (the “Approving Lenders”), an
amendment fee equal to 10 basis points on the outstanding Revolving Commitment and/or
outstanding Acquisition Facility Loans of each such Approving Lender (it being understood
that in addition to the foregoing amendment fee, in the event that the Teva Acquisition
Effective Date (as defined in Section 1.01 to the Existing Credit Agreement, as amended
hereby) occurs, the Approving Lenders shall also receive the fee set forth in Section 6.12
to the Existing Credit Agreement, as amended hereby).



     SUBPART 3.4 Fees and Expenses. The Administrative Agent shall have received from
the Borrower (a) the aggregate amount of all fees and expenses identified in that certain
Engagement Letter dated October 6, 2008 among the Borrower, the Administrative Agent and
Banc of America Securities LLC and (b) all reasonable out-of-pocket costs and expenses of
the Administrative Agent in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of Moore & Van
Allen PLLC, special counsel to the Administrative Agent.



PART 4

MISCELLANEOUS




     SUBPART 4.1 Cross-References. References in this Amendment to any Part or Subpart
are, unless otherwise specified, to such Part or Subpart of this Amendment.



     SUBPART 4.2 Representations and Warranties. Each Loan Party hereby represents and
warrants that it: (a) has the requisite corporate power and authority to execute, deliver
and perform this Amendment, as applicable, (b) is duly authorized to, and has been
authorized by all necessary corporate action, to execute, deliver and perform this
Amendment, (c) the representations and warranties contained in Article 5 of the Existing
Credit Agreement are true and correct in all material respects on and as of the date hereof
and upon giving effect to this Amendment as though made on and as of such date (except for
those which expressly relate to an earlier date) and (d) no Default or Event of Default
exists under the Existing Credit Agreement on and as of the date hereof and upon giving
effect to this Amendment.



9









 





     SUBPART 4.3 Instrument Pursuant to Existing Credit Agreement. This Amendment is
executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly
indicated therein) be construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.



     SUBPART 4.4 References in Other Loan Documents. At such time as this Amendment
shall become effective pursuant to the terms of Subpart 3.1, all references to the “Credit
Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.



     SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement. Delivery of executed
counterparts of the Amendment by telecopy, facsimile or electronic mail shall be effective
as an original and shall constitute a representation that an original shall be delivered.



     SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW
AND CONFLICTS OF LAW RULES).



     SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



     SUBPART 4.8 General. Except as amended hereby, the Existing Credit Agreement and
all other Loan Documents shall continue in full force and effect.



[Remainder of Page Intentionally Left Blank]





10









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	BARR LABORATORIES, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Christine A. Mundkur
 

Christine A. Mundkur
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	DOMESTIC GUARANTORS:	 	BARR PHARMACEUTICALS, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ William T. Mckee
 

William T. Mckee
	 	 
	 

	 	Title:
	 	EVP & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BARR DISTRIBUTION COMPANY,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael Bogda
 

Michael Bogda
	 	 
	 

	 	Title:
	 	 President	 	 
	 
	 	 	 	 	 	 
	 	 	DURAMED PHARMACEUTICALS, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 

	 	By:
	 	/s/ Sigrid Kirk 
	 	 
	 

	 	Name:
	 	Sigrid Kirk	 	 
	 

	 	Title:
	 	Sr. VP - Controller	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	
ADMINISTRATIVE AGENT
	 	BANK OF AMERICA, N.A.,	 	 
	AND LENDERS:	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Angela Lau
 

 Angela Lau
	 	 
	 

	 	Title:
	 	 Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Lender, L/C Issuer and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 


	 	 
	 

	 	Title:
	 		 	 






Barr
Laboratories, Inc.

Second Amendment




 









 






	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT 	 	BANK OF AMERICA, N.A.,	 	 
	AND LENDERS:	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Lender, L/C Issuer and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert LaPorte
 

Robert LaPorte
	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ D. Scott Farquhar
 

D. Scott Farquhar
	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK, New York Branch	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nikolai von Mengden
 

Nikolai von Mengden
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Matthew DeCarlo
 

Matthew DeCarlo
	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK LTD.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Raymond Ventura
 

Raymond Ventura
	 	 
	 

	 	Title:
	 	Deputy General Manager	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	TAIPEI FUBON COMMERCIAL BANK

LOS ANGELES BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sophia Jing
 

Sophia Jing
	 	 
	 

	 	Title:
	 	FVP & General Manager	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	CHANG HWA COMMERCIAL BANK, LTD, 

NEW YORK BRANCH	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jim C. Y. Chen
 

Jim C. Y. Chen
	 	 
	 

	 	Title:
	 	VP & General Manager	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	Union Bank of California, N.A.	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard A. Lopatt
 

Richard A. Lopatt
	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr
Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH

as a
Lender	 	 
	 
	 

	 	By:

Name:
	 	/s/ David A. Buck
 

David A. Buck
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Barr
Laboratories, Inc.

Second Amendment





 











 






	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY


as a Lender

 	 
	 	By:  	/s/
Peter J. Hallan
 	 
	 	Name:  	Peter J. Hallan  	 
	 	Title:  	Vice President 	 
	 



Barr Laboratories, Inc.

Second Amendment




	 	 	 	 	 



 









 







	 	 	 	 	 
	 	E.SUN COMMERCIAL BANK, LTD., 

LOS ANGELES BRANCH,

as a Lender

 	 
	 	By:  	/s/    Benjamin Lin
 	 
	 	Name:  	Benjamin Lin 	 
	 	Title:  	EVP & General Manager 	 
	 



Barr Laboratories, Inc.

Second Amendment





 









 











	 	 	 	 	 
	 	UNICREDIT BANK AUSTRIA AG,

as a Lender

 	 
	 	By:  	/s/       Pavel BREZINA
 	 
	 	Name:  	Pavel BREZINA 	 
	 	 	 	Managing Director Int. Corporates 	 
	 
	 	 	 
	 	By:  	/s/   Martin ZOJER
 	 
	 	Name:  	Martin ZOJER 	 
	 	 	 	Relationship Manager Int. Corporates 	 
	 


Barr Laboratories, Inc.

Second Amendment





 









 





	 	 	 	 	 
	 	CITIBANK, N.A.,

as a Lender 

 	 
	 	By:  	/s/   Allen Fisher
 	 
	 	Name:  	Allen Fisher  	 
	 	Title:  	Vice President 	 
	 




Barr Laboratories, Inc.

Second Amendment





 









 





	 	 	 	 	 
	 	HUA NAN COMMERCIAL BANK, LTD. 

NEW YORK AGENCY,

as a Lender

 	 
	 	By:  	/s/  Henry Hsieh
 	 
	 	Name:  	Henry Hsieh 	 
	 	Title:  	Assistant Vice President 	 
	 





Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	Hua Nan Commercial Bank, Ltd. Los Angeles Branch,

as a Lender

 	 
	 	By:  	/s/
Oliver C. H. Hsu
 	 
	 	Name:  	Oliver C. H. Hsu  	 
	 	Title:  	VP & General Manager 	 
	 




Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as a Lender

 	 
	 	By:  	/s/
Karim  Blasetti
 	 
	 	Name:  	Karim  Blasetti 	 
	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/   Mikhail Faybusoyich
 	 
	 	Name:  	Mikhail Faybusoyich 	 
	 	Title:  	Vice President 	 
	 









Barr Laboratories, Inc.

Second Amendment


 









 











	 	 	 	 	 
	 	THE BANK OF EAST ASIA, LIMITED 

NEW YORK BRANCH 

as a Lender

 	 
	 	By:  	/s/   Kenneth Pettis
 	 
	 	Name:  	Kenneth Pettis, 	 
	 	Title:  	SVP, Head of Corporate Syndications 	 
	 
	 	 	 
	 	By:  	/s/  Kitty Sin
 	 
	 	Name:  	Kitty Sin 	 
	 	Title:  	SVP, Head of Credit 	 
	 


Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	Bank of Ireland

[LENDER],

as a Lender,

 	 
	 	By:  	/s/    Colin Moran
 	 
	 	Name:  	Colin Moran  	 
	 	Title:  	Manager 	 
	 


Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	BANK OF COMMUNICATIONS CO., LTD.,

NEW YORK BRANCH,

as a Lender

 	 
	 	By:  	/s/     Shelley He
 	 
	 	Name:  	Shelley He 	 
	 	Title:  	Deputy General Manager 	 
	 



 Barr Laboratories, Inc.

Second Amendment



 









 





	 	 	 	 	 
	 	LANDESBANK BADEN-WUERTTEMBERG

NEW YORK AND/OR CAYMAN ISLANDS BRANCH

as a Lender

 	 
	 	By:  	/s/   Karen Richard
 	 
	 	Name:  	Karen Richard 	 
	 	Title:  	VP & Head of Corporate Desk 	 
	 
	 	 	 
	 	By:  	/s/    Carolyn Gutbrod
 	 
	 	Name:  	Carolyn Gutbrod  	 
	 	Title:  	Vice President 	 
	 



 Barr Laboratories, Inc.

Second Amendment


 









 





	 	 	 	 	 
	 	Société Générale, as a Lender

 	 
	 	By:  	/s/    Yao Wang
 	 
	 	Name:  	Yao Wang  	 
	 	Title:  	Vice President 	 
	 



 Barr Laboratories, Inc.

Second Amendment



 









 





	 	 	 	 	 
	 	SUNTRUST BANK,

as a Lender

 	 
	 	By:  	/s/   Kap Yarbrough
 	 
	 	Name:  	Kap Yarbrough 	 
	 	Title:  	Vice President 	 
	 



Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	[THE BANK OF NOVA SCOTIA],

as a Lender

 	 
	 	By:  	/s/    Paula Czach
 	 
	 	Name:  	Paula Czach 	 
	 	Title:  	Director, Head of Execution 	 
	 


Barr Laboratories, Inc.

Second Amendment





 









 





	 	 	 	 	 
	 	[SCOTIABANC INC],

as a Lender

 	 
	 	By:  	/s/    Patrick M. Brown
 	 
	 	Name:  	Patrick M. Brown  	 
	 	Title:  	Managing Director 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

as a Lender

 	 
	 	By:  	/s/    Robert M. Martin
 	 
	 	Name:  	Robert M. Martin  	 
	 	Title:  	Senior Vice President 	 
	 



 Barr Laboratories, Inc.

Second Amendment



 









 





	 	 	 	 	 
	 	ABN AMRO Bank N.V.,

as a Lender

 	 
	 	By:  	/s/    Michele Coastello
 	 
	 	Name:  	Michele Coastello 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/
Marc  Brondyke
 	 
	 	Name:  	Marc Brondyke  	 
	 	Title:  	Associate 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	[LENDER],

as a Lender

 	 
	 	By:  	/s/    Kenneth K. Egusa
 	 
	 	Name:  	Kenneth K. Egusa 	 
	 	Title:  	Authorized Signature 	 
	 









Barr Laboratories, Inc.

Second Amendment




 









 











	 	 	 	 	 
	 	TAIWAN COOPERATIVE BANK 

SEATTLE BRANCH

as a Lender

 	 
	 	By:  	/s/   Eric Tai
 	 
	 	Name:  	Eric Tai 	 
	 	Title:  	VP & General Manager 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as a Lender

 	 
	 	By:  	/s/    Richard Fronapfel, Jr.
 	 
	 	Name:  	Richard Fronapfel, Jr.  	 
	 	Title:  	Vice President 	 
	 


Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	LAND BANK OF TAIWAN,

As a Lender

 	 
	 	By:  	/s/   Henry Leu
 	 
	 	Name:  	Henry Leu 	 
	 	Title:  	VP & General  Manager 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	U.S. BANK, N.A.

as a Lender

 	 
	 	By:  	/s/   Christopher T. Kordes
 	 
	 	Name:  	Christopher T. Kordes 	 
	 	Title:  	Senior Vice President 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	COMERICA BANK,

as a Lender

 	 
	 	By:  	/s/    Liesl Eckhardt
 	 
	 	Name:  	Liesl Eckhardt 	 
	 	Title:  	Assistant Vice President 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	BANK HAPAOLIM B.M., as a Lender

 	 
	 	By:  	/s/  Helen H. Gateson
 	 
	 	Name:  	Helen H. Gateson 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/  Frederic S. Becker
 	 
	 	Name:  	Frederic S. Becker 	 
	 	Title:  	Senior Vice President 	 
	 





9 









 





	 	 	 	 	 
	 	MALAYAN BANKING BERHAD,

NEW YORK BRANCH

as a Lender

 	 
	 	By:  	/s/   Fauzi Zulkifli
 	 
	 	Name:  	Fauzi Zulkifli  	 
	 	Title:  	General Manager 	 
	 




Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	Bank of China, New York Branch,

as a Leder

 	 
	 	By:  	/s/   William W. Smith
 	 
	 	Name:  	William W. Smith 	 
	 	Title:  	Deputy General Manger 	 
	 



Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	UNICREDIT BANCA DI ROMA, SPA,

NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/   Linda Lee
 	 
	 	Name:  	Linda Lee 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	 	 
	 	By:  	/s/    Alessandro Paoli
 	 
	 	Name: Alessandro Paoli  
	 	Title:  	Senior Vice President 	 
	 



 Barr Laboratories, Inc.

Second Amendment




 









 





	 	 	 	 	 
	 	KBC Bank, N.V., as a Lender

 	 
	 	By:  	/s/   William Cavanaugh
 	 
	 	Name: William Cavanaugh 	 
	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/   Thomas G. Jackson
 	 
	 	Name:  	Thomas G. Jackson 	 
	 	Title:  	First Vice President 	 
	 



	 	 	 	 	 





10 









 






	 	 	 	 	 
	 	THE KOREA DEVELOPMENT BANK 

NEW YORK BRANCH

as a Lender

 	 
	 	By:  	/s/   Kye  Dong Kim
 	 
	 	Name:  	Kye  Dong Kim  	 
	 	Title:  	General Manager 	 
	 




Barr Laboratories, Inc.

Second Amendment




 










 





	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Deegan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Deegan	 	 
	 

	 	Title:
	 	Director & Group Head	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jolm Spillane	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jolm Spillane	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	BANCO BILBAO VIZCAYA
ARGENTARIA, S.A.

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Miguel Lara	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Miguel Lara	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gema Sacristan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gema Sacristan	 	 
	 

	 	Title:
	 	Director — Export & Agency Finance


Global Trade Finance	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	DNB NOR BANK ASA

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Tangen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas Tangen	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DNB NOR BANK ASA

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phil Kurpiewski	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Phil Kurpiewski	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sukanya V. Raj	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sukanya V. Raj	 	 
	 

	 	Title:
	 	Vice President & Portfolio manager	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF TAIWAN, NEW YORK AGENCY

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jane Chang	 	 
	 

	 	 	 	 	 	 
	 

	 	Name :
	 	Jane Chang	 	 
	 

	 	Title:
	 	AVP & Deputy General Manager	 	 






Barr Laboratories, Inc.

Second Amendment





 









 








	 	 	 	 	 	 	 
	 	 	K&H BANK ZRT.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Orsolya Szabó	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Orsolya Szabó	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tibor Bak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Tibor Bak	 	 
	 

	 	Title:
	 	Project Finance Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 		 	 






Date: 27 October 2008




Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	INTESA SANPAOLO SPA, New York Branch

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John J. Michalisin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John J. Michalisin	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Francesco Di Mario	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Francesco Di Mario	 	 
	 

	 	Title:
	 	First Vice President & Credit Manager	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erica E. Dowd
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Erica E. Dowd	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	UNITED OVERSEAS BANK LIMITED, 

NEW YORK AGENCY,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George Lim	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	George Lim	 	 
	 

	 	Title:
	 	SVP & GM	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mario Sheng	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mario Sheng	 	 
	 

	 	Title:
	 	AVP	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	TD BANK, N.A. (FKA TD BANKNORTH)

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James R. Riley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James R. Riley	 	 
	 

	 	Title:
	 	Managing Director	 	 






Barr Laboratories, Inc.

Second Amendment




 









 








	 	 	 	 	 	 	 
	 	 	TD BANK, N.A. (formerly known as Commerce Bank, N.A.),

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas L. Savage	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas L. Savage	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr Laboratories, Inc.

Second Amendment





 












 





EXHIBIT A 




[FORM OF TEVA PARENT GUARANTY AGREEMENT]





 









 








GUARANTY




     GUARANTY, dated as of [                    ] [_], 2008 (this “Guaranty”), made by
Teva Pharmaceutical Industries Limited, an Israeli corporation (the “Guarantor”), in favor of each
of the Lenders (as defined below), the Swing Line Lender, the L/C Issuer and each Affiliate of a
Lender that enters into a Swap Contract (the “Swap Contract Affiliates” and together with
the Lenders, the Swing Line Lender and the L/C Issuer, the “Benefited Lenders”) and Bank of
America, N.A., as administrative agent for the Lenders (the “Administrative Agent”).



W I T
N E  S S E T H:




     WHEREAS, Barr Laboratories, Inc., a Delaware corporation (the “Company”), and certain Foreign
Subsidiaries of the Company (together with the Company, each a “Borrower” and collectively, the
“Borrowers”), Barr Pharmaceuticals, Inc., a Delaware corporation (the “Parent”), and certain
Subsidiaries of the Parent as guarantors, the Administrative Agent and the lenders from time to
time parties thereto (the “Lenders”), the Swing Line Lender and the L/C Issuer have entered into
that certain Credit Agreement dated as of July 21, 2006 (as amended by that certain First
Amendment dated as of October 24, 2006, the “Existing Credit Agreement”);



     WHEREAS, the Borrowers, the Parent, the Administrative Agent and the Approving Lenders have
further amended the Existing Credit Agreement pursuant to a Second
Amendment dated as of [                    ] [_], 2008 (such amendment, the “Second Amendment”
and, together with the Existing Credit Agreement and each other amendment, modification,
extension, supplement, restatement and/or replacement thereto from time to time, the “Loan
Agreement”) in order to, among others things, facilitate the acquisition by merger of the Parent
by a wholly-owned subsidiary of the Guarantor (the
“Acquisition”);



     WHEREAS, pursuant to the Second Amendment, the Guarantor is required to execute and deliver
to the Administrative Agent a guaranty guaranteeing the Obligations of the Borrowers under the
Loan Agreement on or prior to the Teva Acquisition Effective Date (it being expressly agreed by
the parties hereto that this Guaranty shall not become effective until the Teva Acquisition
Effective Date); and



     WHEREAS, the Guarantor has determined that its execution, delivery and performance of this
Guaranty directly benefit, and are within the corporate purposes and in the best interests of, the
Guarantor;



     NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce the Administrative Agent and the Lenders to enter into and agree to the terms contained in
the Second Amendment, including permitting the Teva Acquisition as provided in the Second
Amendment, the Guarantor hereby agrees with the Administrative Agent as follows:



 









 





     SECTION 1. Definitions. Reference is hereby made to the Loan Agreement for a
statement of the terms thereof. All terms used in this Guaranty which are not otherwise defined
herein shall have the same meanings herein as set forth in the Loan Agreement.



     SECTION 2. Guaranty. The Guarantor hereby (i) irrevocably, absolutely and
unconditionally guarantees the prompt payment by the Borrowers, as and when due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all
amounts now or hereafter owing in respect of the Loan Agreement and any Swap Contract to which an
Affiliate of a Lender is a party, whether for principal, interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization relating to the Borrowers
whether or not a claim for post-filing interest is allowed in such proceeding), fees, expenses,
premiums, indemnities or otherwise, and the due performance and observance by the Borrowers of
their Obligations now or hereafter existing or arising subsequent to the date hereof in respect of
the Loan Agreement or any of the other Loan Documents; and (ii) agrees to pay any and all expenses
(including reasonable counsel fees and expenses) incurred by the Administrative Agent or any
Benefited Lender in enforcing its rights under this Guaranty. Without limiting the generality of
the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the
Obligations, whether presently existing or arising subsequent to the date hereof and would be owed
by the Borrowers under the Loan Agreement but for the fact that such claim is unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any
of the Borrowers.



     SECTION 3. Guarantor’s Obligations Unconditional.



     (a) The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance
with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Administrative Agent or any Benefited Lender with respect to the
Borrowers or the Loan Agreement and the other Loan Documents. The Guarantor agrees that this
Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to
require that any resort be made by the Administrative Agent or any Benefited Lender to any
Borrower, any other Guarantor or collateral, if any, for the Obligations. The obligations of the
Guarantor under this Guaranty are independent of the Obligations under the Loan Agreement, and a
separate action or actions may be brought and prosecuted against the Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the Borrowers or any other Loan
Party, or whether the Borrowers or any other Loan Party is joined in any such action. For so long
as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder
shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of
the Loan Agreement, any other Loan Document, a Swap Contract or any agreement or instrument
relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term
in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to
any departure from the Loan Agreement (including, without limitation, any increase in the
obligations of the Borrowers resulting from the extension of additional credit to the Borrowers)
or a Swap Contract; (iii) any exchange or release of, or non-perfection of any lien on or security
interest in, any collateral or any release or amendment or waiver of or consent to any departure
from any other guaranty, for all or any of the Obligations; (iv) the existence of any claim,
set-off, counterclaim, defense or other right that the




2









 







Guarantor may have at any time against any Person, including, without limitation, the
Administrative Agent or any Benefited Lender, provided that nothing herein shall permit
the assertion of any such claim by separate suit or compulsory counterclaim; or (v) any other
circumstance (other than payment in full of the Obligations) which might otherwise constitute a
defense available to, or a discharge of, the Borrowers or any other guarantor in respect of the
Obligations or the Guarantor in respect hereof.




     (b) This Guaranty (i) is a continuing guaranty and shall remain in full force
and effect until the satisfaction in full of the Obligations and termination of the Loan
Agreement;
and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any
time any
payment of any of the Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any Benefited Lender upon the insolvency, bankruptcy
or
reorganization of any of the Borrowers or otherwise, all as though such payment had not been
made.



     (c) Waivers. The Guarantor hereby waives (i) promptness and diligence; (ii)
notice of acceptance and notice of the incurrence of any Obligations by the Borrowers; (iii)
notice of any actions taken by the Administrative Agent or any Benefited Lender or the
Borrowers or any Loan Party under the Loan Agreement or a Swap Contract; (iv) all other
notices, demands and protests, and all other formalities of every kind (including notice of
presentment or demand for payment or performance), in connection with the enforcement of the
Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in
which,
but for the provisions of this Section 3, might constitute grounds for relieving the Guarantor
of
its obligations hereunder; (v) any right to compel or direct the Administrative Agent or any
Benefited Lender to seek payment or recovery of any amounts owed under this Guaranty from
any one particular fund or source; (vi) any requirement that the Administrative Agent or any
Benefited Lender protect, secure, perfect or insure any security interest or lien or any
property
subject thereto or exhaust any right or take any action against any Borrower or any other
Person
or any collateral; and (vii) any right related to obtaining, amending, substituting for,
releasing,
discharging, waiving or modifying the liability of any Person for the Obligations or any
security
interest, liens or other encumbrances, if any, hereafter securing the Obligations, or the
subordinating, compromising, discharging or releasing of such security interests, liens or
encumbrances. In addition, the Guarantor hereby waives, to the fullest extent permitted by
law,
any right it may now or hereafter have to assert any defense, legal or equitable (other than
the
defense of payment in full of the Obligations). The Guarantor agrees that neither the
Administrative Agent nor any Benefited Lender shall have any obligation to marshal any assets
in favor of the Guarantor or against or in payment of any or all of the Obligations.



     SECTION 4. Subrogation. The Guarantor will not exercise any rights which it may have
or acquire by way of subrogation, contribution, reimbursement or indemnity whether hereunder or
pursuant to law or any other agreement, by any payment made by it hereunder or otherwise, until
such date on which all of the Obligations shall have been satisfied in full and the Loan Agreement
has been terminated. If any amount shall be paid to the Guarantor on account of such subrogation,
contribution, reimbursement or indemnity rights at any time when all of the Obligations shall not
have been paid in full, such amount shall be held in trust for the benefit of the Administrative
Agent and the Benefited Lenders, shall be segregated from the other funds of the Guarantor and
shall forthwith be paid over to the Administrative Agent to be applied in




3









 







whole or in part by the Administrative Agent against the Obligations, whether matured or unmatured,
in accordance with the terms of the Loan Agreement or a Swap Contract. If (i) the Guarantor shall
make payment to the Administrative Agent of all or any portion of the Obligations and (ii) all of
the Obligations shall be paid in full and the Loan Agreement has been terminated, then the
Administrative Agent, by its acceptance hereof agrees that it will, at the Guarantor’s request and
sole cost and expense, execute and deliver to the Guarantor (without recourse, representation or
warranty) appropriate documents, in form and substance reasonably acceptable to the Administrative
Agent, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the
Obligations resulting from such payment by the Guarantor, such subrogation to be fully subject and
subordinate, however, to the collection by the Administrative Agent of all other amounts due to the
Administrative Agent under the Loan Agreement, the Swap Contracts and the other Loan Documents.




     SECTION 5. Representations and Warranties. The Guarantor hereby represents and
warrants to the Administrative Agent and each Benefited Lender as follows:



     (a) The Guarantor (i) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation as set forth on the first
page
hereof; and (ii) has all requisite power and authority to execute, deliver and perform this
Guaranty.



     (b) The execution, delivery and performance by the Guarantor of this
Guaranty (i) have been duly authorized by all necessary corporate action, (ii) do not and will
not
contravene any of its Organization Documents or any applicable Law, (iii) do not and will not
contravene any contractual restriction binding on or affecting the Guarantor or any of its
properties, except to the extent the foregoing, either individually or in the aggregate, could
not
reasonably be expected to result in a material adverse change in, or a material adverse effect
upon, the business, property, operations or financial condition of the Guarantor or a material
adverse effect upon the legality, validity, binding effect or enforceability against the
Guarantor
of this Guaranty, and (iv) do not and will not result in or require the creation of any Lien,
security interest or other charge or encumbrance upon or with respect to any of its material
properties.



     (c) No authorization or approval or other action by, and no notice to or filing
with, any Governmental Authority or other regulatory body is required for the due execution
and
delivery by the Guarantor of this Guaranty, except for authorizations, approvals, filings and
notices which have been obtained or made and are in full force and effect.



     (d) This Guaranty is a legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms, subject to applicable
bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
to
general principles of equity.



     (e) The Guarantor is subject to civil and commercial law with respect to its
obligations under this Guaranty, and neither the Guarantor nor any of the properties of the
Guarantor have any immunity from suit or execution on the grounds of sovereignty. The
Guarantor can be sued in its own name. There are no procedural bars to prevent the



4









 




Administrative Agent or the Benefited Lenders from commencing proceedings against the Guarantor in
courts of competent jurisdiction in the State of Israel or the State of New York based upon its
obligations under this Guaranty. The choice of law and submission to jurisdiction provisions
provided for in this Guaranty are enforceable against the Guarantor.




     SECTION 6. Notices, Etc. All notices or other communications provided for hereunder
shall be in writing (including telecommunications) and shall be mailed, telecopied or delivered,
if to the Guarantor, to it at its address as set forth on Exhibit A hereto, or at such
other address as may hereafter be specified by the Guarantor to the Administrative Agent in
writing, and if to the Administrative Agent, to the address as set forth on Exhibit B
hereto, or at such other address as may hereafter be specified by the Administrative Agent to the
Guarantor in writing. All such notices and other communications shall be effective (i) if sent by
registered mail, return receipt requested, when received or ten Business Days after mailing,
whichever first occurs, (ii) if telecopied, when transmitted and a confirmation is received,
provided the same is on a Business Day and, if not, on the next Business Day, and
provided further that a copy of such notice is either (A) received by registered mail,
return receipt requested or (B) delivered by messenger or overnight courier, within three Business
Days, or (iii) if delivered by messenger or overnight courier, upon delivery, provided the same is
on a Business Day and, if not, on the next Business Day.



     SECTION 7. Payments Free and Clear of Taxes. Etc.



     (a) All payments by the Guarantor under this Guaranty shall be made without
set off, counterclaim or other defense. All such payments shall be made free and clear of and
without deduction for any Indemnified Taxes; provided that if the Guarantor shall be
required to
deduct any Indemnified Taxes from any such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative Agent or the
Benefited Lenders (as the case may be) receive an amount equal to the sum they would have
received had no such deductions been made, (ii) the Guarantor shall make such deductions and
(iii) the Guarantor shall pay the full amount deducted to the relevant Governmental Authority
in
accordance with applicable law.



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



     (c) Any Benefited Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Guarantor is located, or any
treaty




5









 







to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver
to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Guarantor as will permit such payments to be made without withholding
or at a reduced rate.




     SECTION 8. Currency; Judgment. Unrestricted and transferable lawful money of the
United States (“U.S. Dollars”) shall be the currency of account in the case of all payments
pursuant to or arising under this Guaranty. The obligations of the Guarantor to the Administrative
Agent and the Benefited Lenders under this Guaranty shall not be discharged by any amount paid in
any other currency to the extent that the amount so paid after conversion under this Guaranty does
not yield the amount of U.S. Dollars due under this Guaranty. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder in U.S. Dollars into another
currency (the “Other Currency”), the rate of exchange used shall be that at which the
Administrative Agent could, in accordance with normal banking procedures, purchase U.S. Dollars
with the Other Currency on the Business Day preceding that on which final judgment is given. The
obligation of the Guarantor in respect of any such sum due from it to the Administrative Agent and
the Benefited Lenders hereunder shall, notwithstanding any judgment in such Other Currency, be
discharged only to the extent that, on the Business Day immediately following the date on which the
Administrative Agent receives any sum adjudged to be so due in the Other Currency, the
Administrative Agent may, in accordance with normal banking procedures, purchase U.S. Dollars with
the Other Currency. If the U.S. Dollars so purchased are less than the sum originally due to the
Administrative Agent in U.S. Dollars, the Guarantor agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent against such loss, and if
the U.S. Dollars so purchased exceed the sum originally due to the Administrative Agent in U.S.
Dollars, the Administrative Agent agrees to remit to the Guarantor such excess.



     SECTION
9. Submission to Jurisdiction; Waivers. The Guarantor hereby irrevocably and
unconditionally:



     (a) Submits for itself and its property in any action, suit or proceeding relating
to this Guaranty, or for recognition and enforcement of any judgment in respect thereof, to
the
non-exclusive jurisdiction of the courts of the State of New York, the courts of the United
States
of America for the Southern District of New York, and appellate courts thereof;



     (b) Agrees that any such action, suit or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue of any such
action, suit or proceeding in any such court or that such action, suit or proceeding was
brought in
an inconvenient court and agrees not to plead or claim the same;



     (c) Consents to the service of any and all process in any such action or
proceeding by the mailing of copies of such process by registered or certified mail (or
substantially similar form of mail), postage prepaid, or by courier delivery to the Guarantor
(at
its address as set on Exhibit A hereto or at such other address of which the
Administrative Agent
shall have been notified pursuant to Section 6 hereof) and waives any objection that the



6









 




Guarantor may now or hereafter have to contest service of process if it is made in accordance with
this Section 9(c);




     (d) To the extent that the Guarantor has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property, it waives such immunity in respect of its obligations
under
this Guaranty;



     (e) Agrees that nothing herein shall affect the right of the Administrative
Agent to effect service of process in any other manner permitted by law or shall limit the
right to
sue in any other jurisdiction, including, without limitation, the courts of Israel; and



     (f) Waives any right it may have to claim or recover in any legal action or
proceeding referred to in this Section any special, exemplary, punitive or consequential
damages.



     SECTION 10. Miscellaneous.



     (a) The Guarantor will make each payment hereunder in lawful money of the
United States and in same day funds to the Administrative Agent at its address specified in
Exhibit B hereto.



     (b) No amendment of any provision of this Guaranty shall be effective unless
it is in writing and signed by the Guarantor and the Administrative Agent, and no waiver of
any
provision of this Guaranty, and no consent to any departure by the Guarantor therefrom, shall
be
effective unless it is in writing and signed by the Administrative Agent, and then such waiver
or
consent shall be effective only in the specific instance and for the specific purpose for
which it is
given.



     (c) No failure on the part of the Administrative Agent or any Benefited
Lender to exercise, and no delay in exercising, any right hereunder or under the Loan
Agreement
or a Swap Contract shall operate as a waiver thereof, nor shall any single or partial exercise
of
any right preclude any other or further exercise thereof or the exercise of any other right.
The
rights and remedies of the Administrative Agent and the Benefited Lenders provided herein and
in the Loan Agreement or in a Swap Contract are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law and may be pursued separately,
successively
or concurrently, or not pursued, without affecting or limiting any other right of the
Administrative
Agent and the Benefited Lenders and without affecting or impairing the liability of the
Guarantor.
The rights of the Administrative Agent and the Benefited Lenders under the Loan Agreement
and a Swap Contract against any party thereto are not conditional or contingent on any attempt
by the Administrative Agent or any Benefited Lender to exercise any of its rights under the
Loan
Agreement or any Swap Contract against such party or against any other Person.



     (d) Any provision of this Guaranty which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or
unenforceability without invalidating the remaining portions hereof or thereof or affecting
the
validity or enforceability of such provision in any other jurisdiction.



7









 





     (e) This Guaranty shall (i) be binding on the Guarantor and its successors and
assigns, and (ii) inure, together with all rights and remedies of the Administrative Agent and
the
Benefited Lenders hereunder, to the benefit of the Administrative Agent and the Benefited
Lenders and their successors, transferees and assigns. Without limiting the generality of
clause
(ii) of the immediately preceding sentence, any Benefited Lender may assign or otherwise
transfer any Note held by it, and the Administrative Agent and the Benefited Lenders may
assign
or otherwise transfer its rights under this Guaranty, the Loan Agreement and a Swap Contract,
to
any other Person subject to the terms and conditions set forth in the Loan Agreement, and such
other Person shall thereupon become vested with all of the benefits in respect thereof granted
to
such entity herein or otherwise. The Guarantor agrees that each Participant shall be entitled
to
the benefits of Section 7 with respect to its participation in the Loans as if it were a
Benefited
Lender; provided that a Participant shall not be entitled to receive any greater payment under
Section 7 than the applicable Benefited 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 Borrowers’ prior written consent. A Participant that would be a Foreign
Lender
if it were a Benefited Lender shall not be entitled to the benefits of Section 7 unless the
Borrowers are notified of the participation sold to such Participant and such Participant
agrees,
for the benefit of the Borrowers, to comply with Section 7(c) as though it were a Benefited
Lender.



     (f) The Guarantor covenants that it will not merge or consolidate with any
other Person or sell, lease or convey all or substantially all of its assets to any other
Person,
unless (i) either the Guarantor shall be the continuing legal entity, or the successor legal
entity or,
the Person which acquires by sale, lease or conveyance all or substantially all of the assets
of the
Guarantor (if other than the Guarantor), shall expressly assume all of the obligations,
liabilities
and terms in this Guaranty and (ii) the Guarantor, such Person or such successor legal entity,
as
the case may be, shall not, immediately after such merger or consolidation, or such sale,
lease or
conveyance, be in default in the performance of any covenant or condition under the terms of
this Guaranty.



     (g) THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND
CONFLICTS OF LAW RULES).



     (h) THE GUARANTOR AND THE ADMINISTRATIVE AGENT (BY ITS ACCEPTANCE OF THIS GUARANTY) HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM CONCERNING THIS GUARANTY, THE LOAN AGREEMENT, ANY SWAP CONTRACT OR ANY AMENDMENT,
MODIFICATION OR OTHER DOCUMENT NOW OR HEREAFTER DELIVERED IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREE THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.



     (i) This Guaranty may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which




8









 







when taken together shall constitute a single contract. Delivery of an executed counterpart of a
signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed
counterpart of this Guaranty. Any party delivering an executed counterpart of this Guaranty by
telecopier also shall deliver an original executed counterpart of this Guaranty but the failure to
deliver an original executed counterpart shall not affect the validity, enforceability, and binding
effect of this Guaranty.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




9









 





     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by an officer
thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	TEVA PHARMACEUTICAL INDUSTRIES LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ACCEPTED AND AGREED:



BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Guaranty (2006 Bank of America/Barr Credit Facility)





 









 





Exhibit A 




Guarantor’s Address




5 Basel Street

P.O. Box 3190

Petach Tikva 49131

Israel

Attn: Chief Financial Officer




 









 





Exhibit B 




Administrative Agent’s Address




Administrative Agent’s Office

(for payments):

Bank of America, N.A.

Agency Services

101 North Tryon Street

Mail Code: NC1-001-15-11

Charlotte, North Carolina 28255-0001

United States of America

Attention: Patrick Brown

Telephone: 704-388-3918

Telecopier: 704-409-0295

Electronic Mail: Patrick.G.Brown@bankofamerica.com

Account No: 1366212250600

Ref: Barr Laboratories / Credit Services

ABA: 026009593




Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

1455 Market Street, 5th Floor

Mail Code: CA5-701-05-19

San Francisco, CA 94103-1399

United States of America

Attention: Angela Lau

Telephone: 415-436-4000

Telecopier: 415-503-5008

Electronic Mail: Angela.Lau@bankofamerica.com




With a copy to:




Bank of America, N.A.

100 North Tryon Street

Mail Code: NC1-007-17-11

Charlotte, North Carolina 28255-0001

United States of America

Attention: Robert La Porte

Telephone: 980-387-1282

Telecopier: 980-683-6305

Electronic Mail: robert.laporte@bankofamerica.com