EX-10.3






Exhibit 10.3




EXECUTION COPY




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 27, 2008, is
by and among BARR LABORATORIES, INC., a Delaware corporation (the “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”). 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 Borrower, the Guarantors, the Lenders and the Administrative Agent have entered
into that certain Credit Agreement dated as of June 19, 2008 (as 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 8.01(k) of the Existing Credit Agreement, the Parent and
the Borrower has 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:



          “First 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 First Amendment Effective Date, the
Existing Credit Agreement is hereby amended in accordance with this Part 2.



     SUBPART
2.1 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 (a) prior to the Teva Acquisition Effective Date, with respect
to that portion of the Term Loan comprised of “Eurocurrency Rate Loans”, 1.50% per annum,
and with respect to that portion of the Term Loan comprised of Base Rate Loans, 0.00% per
annum; provided, that, to the extent the Consolidated Leverage Ratio as of the end
of any fiscal quarter of the Parent is less than 2.5 to 1.0, the Applicable Rate shall be
permanently reduced to 1.25% per annum with respect to that portion of the Term Loan
comprised of “Eurocurrency Rate Loans” and 0.00% per annum with respect to that portion of
the Term Loan comprised of Base Rate Loans. Any decrease in the Applicable Rate resulting
from a change in the Consolidated Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(b) and (b) on and after the Teva Acquisition Effective Date, the
following percentages per annum, based upon the Corporate Ratings as set forth below:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Rate
	 	 	 	 	Applicable Rate	 	for Alternate Base
	Level	 	Corporate Ratings	 	for LIBOR Loans	 	Rate Loans
	I
	 	Greater than or equal to A-/ A3
	 	125.0 bps
	 	25.0 bps
	II
	 	BBB+/Baal
	 	150.0 bps
	 	50.0 bps
	III
	 	BBB/Baa2
	 	175.0 bps
	 	75.0 bps
	IV
	 	Less than or equal to BBB-/Baa3
	 	225.0 bps
	 	125.0 bps 







     “Corporate Rating” means, as of any date of determination, the rating as determined by
the Ratings Agencies as leva’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.



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     SUBPART 2.2 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 “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 2.3 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)).



3









 





     SUBPART 2.4 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



     SUBPART 2.5 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 Note, each Guarantor Joinder
Agreement and, in the event that the Teva Acquisition Effective Date has occurred, the Teva
Guaranty.



     SUBPART 2.6 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 Borrower, the Parent and each Guarantor
(provided that, notwithstanding the Teva Guaranty, Teva shall not be deemed a “Loan
Party”).



     SUBPART 2.7 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 2.8 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 First Amendment on or before 5:00 P.M. (New York Time) on Monday, October 27,
2008.




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




     “First 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.




     “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.



4









 






     “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 First
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 2.9 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 each such Approving Lender’s portion of the Outstanding Amount as of the
First
Amendment Effective Date (it being understood that such fee shall be in addition to the

amendment fee received by the Approving Lenders on the First Amendment Effective Date).



     SUBPART 2.10 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” (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement, no Default shall have
occurred and be continuing before and after giving effect to such Investment on a Pro Forma
Basis and, provided  further, 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.



5









 





*****




     SUBPART 2.11 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 2.12 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 Borrower) may merge with (A) the Parent
or the Borrower, provided that the Parent or the Borrower, 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 and (ii) the Borrower and the Parent may merge provided that (A) the Borrower
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 2.13 Transactions With Affiliates. Section 7.07 of the Existing Credit
Agreement is hereby amended by adding a new
clause (h) to the end thereof, and making the
appropriate punctuation and grammatical changes thereto:




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



     SUBPART 2.14 Financial Covenants. Section 7.10 of the Existing Credit Agreement is
hereby amended and restated in its entirety to read as follows:



     7.10 Financial Covenants.



     (a) Prior to the Teva Acquisition Effective Date:



6









 







     (i) Until the Corporate Ratings as determined by the Ratings Agencies shall each be
BBB+ or higher and Baa l 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) from the Closing Date to and including the fiscal quarter
ending September 30, 2008, to be greater than 3.50 to 1.00.




     (2) 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 Baa l 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;




     (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.



     SUBPART 2.15 Release of Guarantee. Section 11.08 of the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     Section 11.08 Release of Guarantee.




     Notwithstanding any provision to the contrary contained herein or in any other of the
Loan Documents or Swap Contracts, to the extent (a) the Teva Acquisition Effective Date
shall not have occurred and (b) the Parent or any of its Subsidiaries issues any public
debt securities (the “Public Debt”), and the initial purchasers of such Public Debt would
not require Subsidiaries of the Parent (other than the Borrower) to guarantee such Public
Debt but for the fact that such Guarantors are guarantors of this Agreement, the Borrower
shall have the option to release such Guarantors (other than the Parent) (the “Released
Subsidiaries”) from their obligations under this



7









 






Agreement and the other Loan Documents to the extent that such Released Subsidiaries do not
guaranty (i) such Public Debt (at the time of such release or in the future) or (ii) the
Existing Credit Agreement (at the time of such release or in the future) (it being
understood that to the extent any such Released Subsidiary becomes a guarantor under either
the Public Debt or the Existing Credit Agreement, they shall become a guarantor hereunder as
required by and pursuant to the terms of Section 6.11). Upon the delivery by the Borrower to
the Administrative Agent of an Officer’s Certificate to the effect that the transaction
giving rise to the release of this Guarantee was made by the Borrower in accordance with the
provisions of this Agreement, the Lenders shall execute any documents reasonably required in
order to evidence the release of the Guarantors (other than the Parent) from their
obligations under this Agreement and the other Loan Documents. It is understood and agreed
that, to the extent the Guarantors (other than the Parent) are released from their
obligations under this Agreement and the other Loan Documents pursuant to this Section
11.08, the Parent shall remain a Guarantor hereunder and shall not be released from its
obligations under this Agreement and the other Loan Documents. On and after the Teva
Acquisition Effective Date, the Borrower shall no longer have the option to release any
Guarantors pursuant to the provisions of this Section 11.08.



PART 3

CONDITIONS TO EFFECTIVENESS




     SUBPART 3.1 First Amendment Effective Date. This Amendment shall be and become
effective as of the date hereof (the “First 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 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 such Approving Lender’s portion of the Outstanding Amount (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.



8









 





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.



     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]




9









 





     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:
	 	/s/ Christine A. Mundker	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Christine A. Mundker	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	GUARANTORS:	 	BARR PHARMACEUTICALS, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William T. McKee	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William T. McKee	 	 
	 

	 	Title:
	 	Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BARR DISTRIBUTION COMPANY,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Bogda	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Bogda	 	 
	 

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

	 	By:
	 	/s/ Sigrid Kirk	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sigrid Kirk	 	 
	 

	 	Title:
	 	SRVP — Controller	 	 






Barr Laboratories, Inc.

First Amendment (Term Loan)




 









 





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

	 	By:
	 	/s/ Angela Lau	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Lau	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Barr Laboratories, Inc.

First Amendment (Term Loan)




 









 





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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert LaPorte	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert LaPorte	 	 
	 

	 	Title:
	 	Vice President	 	 






Barr Laboratories, Inc.

First Amendment (Term Loan)




 









 





	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

as a Lender

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



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

 	 
	 	By:  	/s/ Ming K. Chu
 	 
	 	Name:  	Ming K. Chu 	 
	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	            /s/ Heidi Sandquist
 	 
	 	Name:  	Heidi Sandquist 	 
	 	Title:  	Vice President 	 
	 



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 










	 	 	 	 	 
	 	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.

First Amendment (Term Loan)




 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as a Lender

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



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	WILLOW FINANCIAL BANK,

as a Lender

 	 
	 	By:  	/s/ Tara Handforth
 	 
	 	Name:  	Tara Handforth 	 
	 	Title:    	Vice President	 
	 



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK LTD.,

as a Lender

 	 
	 	By:  	/s/ Raymond Ventura
 	 
	 	Name:  	Raymond Ventura 	 
	 	Title:  	Deputy General Manager 	 
	 



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	BAYERISCHE LANDESBANK, New York Branch

as a Lender

 	 
	 	By:  	
/s/ Nikolai von Mengden
 	 
	 	Name:  	Nikolai von Mengden 	 
	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Matthew DeCarlo
 	 
	 	Name:  	Matthew DeCarlo 	 
	 	Title:  	Vice President 	 
	 



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	U.S. BANK, N.A.

as a Lender

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



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Kenneth Coons.
 	 
	 	Name:  	Kenneth Coons. 	 
	 	Title:  	AVP / Underwriter 	 
	 



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	[LENDER),

as a Lender

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



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	ABN AMRO Bank N.V.,

as a Lender

 	 
	 	By:  	/s/ Michele Costello
 	 
	 	Name:  	Michele Costello  	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ David Carrington
 	 
	 	Name:  	David Carrington 	 
	 	Title:  	Director 	 
	 



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	[THE BANK OF NOVA SCOTIA],

as a Lender

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



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	Bank of China, New York Branch,

as a Lender

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



Barr Laboratories, Inc.

First Amendment (Term Loan)





 









 





	 	 	 	 	 
	 	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.

First Amendment (Term Loan)





 









 





EXHIBIT A




[FORM OF TEVA PARENT GUARANTY AGREEMENT]





4











 







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) and each Affiliate of a Lender that enters into a Swap
Contract (the “Swap Contract Affiliates” and together with the Lenders, 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 “Borrower”), 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”) have entered into that certain Credit Agreement dated as of June
19, 2008 (the “Existing Credit Agreement”);




          WHEREAS, the Borrower, the Parent, the Administrative Agent and the Approving Lenders have
amended the Existing Credit Agreement pursuant to a First Amendment
dated as of [_____] [__], 2008 (such amendment, the “First 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 First Amendment, the Guarantor is required to execute and deliver to
the Administrative Agent a guaranty guaranteeing the Obligations of the Borrower 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 First Amendment, including permitting the Teva Acquisition as provided in the First 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 Borrower, 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 Borrower
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 Borrower of its
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 Borrower 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 the
Borrower.




          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 Borrower 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 Borrower or any other Loan Party, or whether the
Borrower 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 Borrower resulting
from the extension of additional credit to the Borrower) 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 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 Borrower or any other guarantor in respect of the
Obligations or the Guarantor in respect hereof.




2









 








          (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 the Borrower 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 Borrower; (iii) notice of any
actions taken by the Administrative Agent or any Benefited Lender or the Borrower 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 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



3









 






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 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



4









 






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 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



5









 






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 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;




6









 








          (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.




          (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



7









 






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 Borrower’s 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 Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, 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 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.




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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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          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 (2008 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