---



##### 



PageARTICLE I Definitions
    
    
    1SECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Classification of Loans and Borrowings
    
    
    30SECTION 1.03. Terms Generally
    
    
    30SECTION 1.04. Accounting Terms; GAAP
    
    
    30SECTION 1.05. Status of Obligations
    
    
    31ARTICLE II The Credits
    
    
    31SECTION 2.01. Commitments
    
    
    31SECTION 2.02. Loans and Borrowings
    
    
    31SECTION 2.03. Requests for Revolving Borrowings
    
    
    32SECTION 2.04. Determination of Dollar Amounts
    
    
    33SECTION 2.05. Swingline Loans
    
    
    33SECTION 2.06. Letters of Credit
    
    
    34SECTION 2.07. Funding of Borrowings
    
    
    38SECTION 2.08. Interest Elections
    
    
    38SECTION 2.09. Termination and Reduction of Commitments
    
    
    39SECTION 2.10. Repayment of Loans; Evidence of Debt
    
    
    40SECTION 2.11. Prepayment of Loans
    
    
    41SECTION 2.12. Fees
    
    
    41SECTION 2.13. Interest
    
    
    42SECTION 2.14. Alternate Rate of Interest
    
    
    43SECTION 2.15. Increased Costs
    
    
    43SECTION 2.16. Break Funding Payments
    
    
    44SECTION 2.17. Taxes
    
    
    45SECTION 2.18. Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs
    
    
    47SECTION 2.19. Mitigation Obligations; Replacement of Lenders
    
    
    49SECTION 2.20. Expansion Option
    
    
    50SECTION 2.21. Judgment Currency
    
    
    51SECTION 2.22. Defaulting Lenders
    
    
    51ARTICLE III Representations and Warranties
    
    
    53SECTION 3.01. Organization; Powers
    
    
    53SECTION 3.02. Authorization; Enforceability
    
    
    53SECTION 3.03. No Conflicts
    
    
    53SECTION 3.04. Financial Statements; Projections
    
    
    53SECTION 3.05. Properties
    
    
    54SECTION 3.06. Intellectual Property
    
    
    55SECTION 3.07. Equity Interests and Subsidiaries
    
    
    55SECTION 3.08. Litigation; Compliance with Laws
    
    
    56SECTION 3.09. Agreements
    
    
    57SECTION 3.10. Federal Reserve Regulations
    
    
    57SECTION 3.11. Investment Company Act
    
    
    57




---



##### 



Table of Contents
 PageSECTION 3.12. Use of Proceeds
    
    
    57SECTION 3.13. Taxes
    
    
    57SECTION 3.14. No Material Misstatements
    
    
    58SECTION 3.15. Labor Matters
    
    
    58SECTION 3.16. Solvency
    
    
    58SECTION 3.17. Employee Benefit Plans
    
    
    58SECTION 3.18. Environmental Matters
    
    
    59SECTION 3.19. Insurance
    
    
    60SECTION 3.20. Collateral Documents
    
    
    60SECTION 3.21. Anti-Terrorism Law
    
    
    61SECTION 3.22. FDA Compliance
    
    
    62SECTION 3.23. UK Financial Assistance
    
    
    63ARTICLE IV Conditions
    
    
    63SECTION 4.01. Effective Date
    
    
    63SECTION 4.02. Each Credit Event
    
    
    64ARTICLE V Affirmative Covenants
    
    
    64SECTION 5.01. Financial Statements, Reports, etc.
    
    
    64SECTION 5.02. Litigation and Other Notices
    
    
    66SECTION 5.03. Existence; Businesses and Properties
    
    
    67SECTION 5.04. Insurance
    
    
    67SECTION 5.05. Obligations and Taxes
    
    
    68SECTION 5.06. Employee Benefits
    
    
    69SECTION 5.07. Maintaining Records; Access to Properties and Inspections
    
    
    69SECTION 5.08. Use of Proceeds
    
    
    69SECTION 5.09. Compliance with Environmental Laws; Environmental Reports
    
    
    69SECTION 5.10. Initial Foreign Documents
    
    
    70SECTION 5.11. Additional Collateral; Additional Guarantors
    
    
    70SECTION 5.12. Security Interests; Further Assurances
    
    
    72SECTION 5.13. Information Regarding Collateral
    
    
    72SECTION 5.14. Affirmative Covenants with Respect to Leases
    
    
    73SECTION 5.15. FDA Compliance
    
    
    73ARTICLE VI Negative Covenants
    
    
    73SECTION 6.01. Indebtedness
    
    
    73SECTION 6.02. Liens
    
    
    75SECTION 6.03. Sale and Leaseback Transactions
    
    
    78SECTION 6.04. Investments, Loans and Advances
    
    
    78SECTION 6.05. Mergers and Consolidations
    
    
    79SECTION 6.06. Asset Sales
    
    
    80SECTION 6.07. Acquisitions
    
    
    81SECTION 6.08. Dividends
    
    
    81SECTION 6.09. Transactions with Affiliates
    
    
    81
 ii




---



##### 



Table of Contents
 PageSECTION 6.10. Financial Covenants
    
    
    82SECTION 6.11. Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.
    
    
    83SECTION 6.12. Limitation on Certain Restrictions on Subsidiaries
    
    
    83SECTION 6.13. Limitation on Issuance of Capital Stock
    
    
    84SECTION 6.14. Business
    
    
    84SECTION 6.15. Limitation on Accounting Changes
    
    
    84SECTION 6.16. Fiscal Year
    
    
    85SECTION 6.17. Lease Obligations
    
    
    85SECTION 6.18. No Further Negative Pledge
    
    
    85SECTION 6.19. Anti-Terrorism Law; Anti-Money Laundering
    
    
    85SECTION 6.20. Embargoed Person
    
    
    85ARTICLE VII Events of Default
    
    
    86SECTION 7.01. Events of Default
    
    
    86ARTICLE VIII The Administrative Agent
    
    
    89ARTICLE IX Miscellaneous
    
    
    92SECTION 9.01. Notices
    
    
    92SECTION 9.02. Waivers; Amendments
    
    
    93SECTION 9.03. Expenses; Indemnity; Damage Waiver
    
    
    95SECTION 9.04. Successors and Assigns
    
    
    96SECTION 9.05. Survival
    
    
    99SECTION 9.06. Counterparts; Integration; Effectiveness
    
    
    99SECTION 9.07. Severability
    
    
    99SECTION 9.08. Right of Setoff
    
    
    100SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
    
    
    100SECTION 9.10. WAIVER OF JURY TRIAL
    
    
    100SECTION 9.11. Headings
    
    
    101SECTION 9.12. Confidentiality
    
    
    101SECTION 9.13. USA PATRIOT Act
    
    
    101SECTION 9.14. Appointment for Perfection
    
    
    101ARTICLE X
    
    
    102
 iii




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##### 



Table of Contents
 SCHEDULES
 Schedule 2.01
    
    
    
    CommitmentsSchedule 2.02
    
    
    
    Mandatory CostSchedule 3.03
    
    
    
    Government Approvals; Compliance with LawsSchedule 3.04(b)
    
    
    
    LiabilitiesSchedule 3.05(b)
    
    
    
    Real PropertySchedule 3.06(a)
    
    
    
    Intellectual PropertySchedule 3.06(b)
    
    
    
    RegistrationsSchedule 3.06(c)
    
    
    
    Violations or ProceedingsSchedule 3.07(a)
    
    
    
    Equity Interests; Equity Interests Note
Owned by the Borrower or a Wholly Owned
SubsidiarySchedule 3.07(a)(ii)
    
    
    
    Existing foreign pledge agreementsSchedule 3.07(c)
    
    
    
    Organizational ChartSchedule 3.08(b)
    
    
    
    Litigation; Compliance with LawsSchedule 3.18
    
    
    
    Environmental MattersSchedule 3.19
    
    
    
    InsuranceSchedule 6.01(b)
    
    
    
    Existing IndebtednessSchedule 6.02(c)
    
    
    
    Existing LiensSchedule 6.04(b)
    
    
    
    Existing InvestmentsSchedule 6.04(f)
    
    
    
    Foreign Intercompany Notes
 EXHIBITS
       iv




---



##### 



Agreement
   Definitions
 Defined Terms
 ABR
 Acquisition Consideration
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Questionnaire
 Affiliate




---



##### 



Aggregate Commitment
 Agreed Currencies
 Alternate Base Rate 1 2 provided
 Anti-Terrorism Laws
 Applicable Percentage provided
 Applicable Rate
 Eurocurrency
    
    ABR
    
    CommitmentTotal Leverage Ratio:
    
    Spread
    
    Spread
    
    Fee RateCategory 1:
    
    < 1.50 to 1.00
    
    
    3.00
    %
    
    
    2.00
    %
    
    
    0.50
    %Category 2:
    
    3 1.50 to 1.00 but
    
    
    3.25
    %
    
    
    2.25
    %
    
    
    0.50
    %< 2.50 to 1.00Category 3:
    
    3 2.50 to 1.00 but
    
    
    3.50
    %
    
    
    2.50
    %
    
    
    0.50
    %< 3.00 to 1.00Category 4:
    
    3 3.00 to 1.00
    
    
    3.75
    %
    
    
    2.75
    %
    
    
    0.50
    %
   2




---



##### 



Approved Fund
 Asset Sale
 Assignment and Assumption Exhibit A
 Attributable Indebtedness
 Augmenting Lender
 Authorization
 Availability Period
 Available Revolving Commitment
 3




---



##### 



Banking Services
 Banking Services Agreement
 Banking Services Obligations
 Board
 Board of Directors
 Borrower
 Borrowing
 Borrowing Request
 Business Day provided Business Day
 Capital Assets
 Capital Expenditures
 4




---



##### 



Capital Lease Obligations
 Cash Equivalents
 Casualty Event
 5




---



##### 



CERCLA
 Change in Control
     Change in Law
 Class
 Code
 Collateral
 Collateral Documents
 6




---



##### 



Commitment Schedule 2.01
 Companies
 Compliance Certificate
 Computation Date
 Consolidated Amortization Expense
 Consolidated Cash Interest Expense
 Consolidated Depreciation Expense
 Consolidated EBITDA
      
 7




---



##### 



Consolidated Indebtedness
 Consolidated Interest Coverage Ratio
 Consolidated Interest Expense
       8




---



##### 



provided
 Consolidated Net Income
        
 9




---



##### 



Consolidated Senior Secured Indebtedness
 Consolidated Tax Expense
 Contested Collateral Lien Conditions
    Contingent Obligation primary obligations primary obligor
 10




---



##### 



Control
 Convertible Debt
 Convertible Debt Derivative Obligation
 Convertible Debt Issuance
 Convertible Notes
 Credit Event
 CSA
 Default
 Defaulting Lender
 11




---



##### 



Disqualified Capital Stock
 Dividend
 Dollar Amount
 Dollars $
 Domestic Subsidiary
 Effective Date
 Embargoed Person
 Enforcement Action
 Environment
 12




---



##### 



Environmental Claim
 Environmental Permit
 Environmental Law
 Environmental Liability
 Equity Interest
 Equivalent Amount
 ERISA
 ERISA Affiliate
 ERISA Event
 13




---



##### 



EU
 euro EUR
 Eurocurrency
 Eurocurrency Payment Office
 Event of Default
 Exchange Act
 Exchange Rate provided
 14




---



##### 



Excluded Intercompany Note
 Excluded Taxes
 Executive Order
 Existing Credit Agreement
 Existing Lien
 FDA
 Federal Funds Effective Rate
 FFDCA
 Financial Officer
 Financials
 FIRREA
 15




---



##### 



Foreign Currencies
 Foreign Currency LC Exposure
 Foreign Currency Letter of Credit
 Foreign Electing Subsidiary
 Foreign Intercompany Notes
 Foreign Lender
 Foreign Plan
 Foreign Subsidiary
 GAAP
 Governmental Authority
 Governmental Real Property Disclosure Requirements
 16




---



##### 



guarantee guarantor primary
obligor provided
 Guaranteed Obligations
 Hazardous Materials
 Health Care Laws
 Increasing Lender
 Incremental Term Loan
 Incremental Term Loan Amendment
 Indebtedness
 17




---



##### 



Indemnified Taxes
 Insurance Policies
 Insurance Requirements
 Intellectual Property
 Intercompany Note
 Interest Election Request
 Interest Payment Date
 Interest Period provided
 18




---



##### 



Investments
 Issuing Bank
 LC Collateral Account
 LC Disbursement
 LC Exposure
 Leases
 Lenders Schedule 2.01
 Letter of Credit
 LIBO Rate LIBO Rate
 19




---



##### 



Lien
 Loan Documents
 Loan Parties
 Loans
 Local Time
 Mandatory Cost Schedule 2.02
 Margin Stock
 Material Adverse Effect
 Material Foreign Subsidiaries
 20




---



##### 



Section 5.01(a)
 Material Indebtedness
 Maturity Date
 Moodys
 Mortgage
 Mortgage Instruments
 Mortgaged Property
 Multiemployer Plan
 Obligations
 21




---



##### 



OFAC
 Officers Certificate
 Organizational Documents
 Other Taxes
 Overdraft Facility
 Overnight Foreign Currency Rate
 Participant
 PBGC
 Permitted Acquisition
 22




---



##### 



23




---



##### 



Permitted Collateral Lien Schedule
3.07(a)(ii)
 Permitted Liens
 Person
 Plan
 Pledged Foreign Subsidiary
 Pounds Sterling
 Premises
 Prime Rate
 Pro Forma Basis
 Purchase Money Obligation
 Qualified Capital Stock
 Real Property
 24




---



##### 



Register
 Regulation D
 Regulation S-X
 Regulation T
 Regulation U
 Regulation X
 Regulatory Laws
 Regulatory Permits
 Reimbursement Obligations
 Related Parties
 Release
 Required Lenders
 Requirements of Law
 Response
 25




---



##### 



Responsible Officer
 Revolving Credit Exposure
 Revolving Loan
 S&P
 Sale and Leaseback Transaction
 Sarbanes-Oxley Act
 SEC
 Secured Obligations
 Secured Parties
 Securities Act
 Security Agreement
 Senior Secured Leverage Ratio
 Statutory Reserve Rate
 26




---



##### 



Subordinated Indebtedness
 subsidiary parent
 Subsidiary
 Subsidiary Guarantor Schedule 3.07(a)
 Subsidiary Guaranty
 Survey
 27




---



##### 



Swap Agreement provided
 Swap Obligations provided however
 Swingline Exposure
 Swingline Lender
 Swingline Loan
 TARGET
 Tax Return
 Taxes
 Test Period
 Third Party Payor Program
 Title Company
 28




---



##### 



Title Policy
 Total Leverage Ratio
 Transactions
 Type
 UCC
 UK Guarantor
 United States
 Unliquidated Obligations
 Voting Stock
 29




---



##### 



Wholly Owned Subsidiary
 Withdrawal Liability
 Classification of Loans and Borrowings e.g. e.g. e.g. e.g. e.g. e.g.
 Terms Generally
 Accounting Terms; GAAP provided
 30




---



##### 



Status of Obligations
  The Credits
 Commitments.
 Loans and Borrowings provided
 provided
 31




---



##### 



provided provided
  Requests for Revolving Borrowings provided
       32




---



##### 



Determination of Dollar Amounts
     Swingline Loans provided
   33




---



##### 



mutatis mutandis provided
 Letters of Credit General
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
 Expiration Date
 34




---



##### 



Participations
 Reimbursement provided mutatis mutandis
 35




---



##### 



Obligations Absolute provided
 Disbursement Procedures provided
 Interim Interest
 36




---



##### 



plus provided
 Replacement of Issuing Bank
 Cash Collateralization LC Collateral
Account provided
 37




---



##### 



Funding of Borrowings provided provided
  Interest Elections
  38




---



##### 



rd
 Termination and Reduction of Commitments
 39




---



##### 



provided
 provided
 Repayment of Loans; Evidence of Debt provided
   prima facie provided
  40




---



##### 



Prepayment of Loans
 provided
  Fees provided provided
 41




---



##### 



rd provided
   Interest
   42




---



##### 



provided
  Alternate Rate of Interest
   provided
 Increased Costs
  43




---



##### 



provided provided further
 Break Funding Payments
 44




---



##### 



Taxes provided
  provided
 45




---



##### 



46




---



##### 



provided
 Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of
Set-offs
 th Original Currency
  47




---



##### 



first second third fourth fifth sixth
  provided
 48




---



##### 



Mitigation Obligations; Replacement of Lenders
 provided
 49




---



##### 



Expansion Option Incremental Term
Loan Increasing Lender Augmenting Lender provided Exhibit C Exhibit D
 50




---



##### 



provided Incremental Term Loan Amendment
 Judgment Currency specified currency
 Defaulting Lenders
  provided
 51




---



##### 



first second
      52




---



##### 



Representations and Warranties
  Organization; Powers
 Authorization; Enforceability
 No Conflicts
 Financial Statements; Projections
 Historical Financial Statements
 53




---



##### 



No Liabilities
 Forecasts
 Properties
 Generally
 Real Property
 No Casualty Event
 54




---



##### 



Collateral
 Intellectual Property
 Ownership/No Claims Intellectual Property Schedule 3.06(a)
 Registrations Schedule 3.06(a)
 No Violations or Proceedings
 Equity Interests and Subsidiaries
 Equity Interests
 55




---



##### 



Schedule 3.07(a)(ii) Schedule 3.07(a)
 No Consent of Third Parties Required
 Organizational Chart
 Litigation; Compliance with Laws
   Authorization
 56




---



##### 



Agreements
 Federal Reserve Regulations
 Investment Company Act
 Use of Proceeds
 Taxes
 57




---



##### 



No Material Misstatements
 Labor Matters
 Solvency
 Employee Benefit Plans
 58




---



##### 



Environmental Matters
        59




---



##### 



Insurance
 Collateral Documents
 Collateral Documents
 PTO Filing; Copyright Office Filing
 60




---



##### 



Mortgages
 Valid Liens
 Anti-Terrorism Law Anti-Terrorism Laws Executive Order
    61




---



##### 



OFAC
  FDA Compliance FDA Regulatory Permits FFDCA CSA Regulatory
Laws Enforcement Action
 62




---



##### 



UK Financial Assistance
  Conditions
 Effective Date
 Exhibit E
 Exhibit B
 Exhibit E
   63




---



##### 



Each Credit Event
     Affirmative Covenants
  Financial Statements, Reports, etc
 Annual Reports
 64




---



##### 



Quarterly Reports
 Financial Officers Certificate
 65




---



##### 



Financial Officers Certificate Regarding Collateral
 Public Reports
 Management Letters
 Budgets
 Organizational Documents
 Other Information
  Litigation and Other Notices
   66




---



##### 



Existence; Businesses and Properties
  Insurance
 Generally
 67




---



##### 



Requirements of Insurance
 Notice to Administrative Agent
 Flood Insurance
 Brokers Report
 Mortgaged Properties
 Obligations and Taxes
 Payment of Obligations
 68




---



##### 



Filing of Returns
 Employee Benefits
 Maintaining Records; Access to Properties and Inspections
 Use of Proceeds
 Compliance with Environmental Laws; Environmental Reports
  69




---



##### 



Initial Foreign Documents
 Additional Collateral; Additional Guarantors
  70




---



##### 



provided
  71




---



##### 



Security Interests; Further Assurances
 Information Regarding Collateral
 72




---



##### 



Affirmative Covenants with Respect to Leases
 FDA Compliance
  Negative Covenants
  Indebtedness
   73




---



##### 



74




---



##### 



Replacement Note Indebtedness
 Liens Permitted
Liens
   75




---



##### 



Existing Lien
    76




---



##### 



Schedule 3.07(a)(ii)
      77




---



##### 



Sale and Leaseback Transactions Sale and Leaseback Transaction
 Investments, Loans and Advances Investments
      78




---



##### 



provided
       Mergers and Consolidations
     79




---



##### 



Asset Sales
  provided
        80




---



##### 



Acquisitions
       provided
 Dividends
  provided
  Transactions with Affiliates
 81




---



##### 



Financial Covenants
 Maximum Total Leverage Ratio
 Minimum Consolidated Interest Coverage Ratio
 Maximum Senior Secured Leverage Ratio
 Limitation on Capital Expenditures provided
 82




---



##### 



Applicable CapEx Amount
 Prepayments of Other Indebtedness; Modifications of Organizational
Documents and Other Documents, etc
    Limitation on Certain Restrictions on Subsidiaries
 83




---



##### 



Limitation on Issuance of Capital Stock
   Business
 Limitation on Accounting Changes
 84




---



##### 



Fiscal Year
 Lease Obligations
 No Further Negative Pledge provided
 Anti-Terrorism Law; Anti-Money Laundering
   Embargoed Person
 85




---



##### 



Embargoed Person Embargoed Persons
  Events of Default
 Events of Default Events of Default
    Article VI Article X
   86




---



##### 



provided
      87




---



##### 



88




---



##### 



The Administrative Agent
     89




---



##### 



90




---



##### 



fondé de pouvoir
  91




---



##### 



Dutch Pledge Parallel
Debt
 Pfandrechte Treuhaender Treuhaender Akzessorietaet
  Miscellaneous
 Notices
  th
 92




---



##### 



1
  provided provided
  Waivers; Amendments
 provided
 93




---



##### 



Article X provided further
   Non-Consenting Lender
 94




---



##### 



Expenses; Indemnity; Damage Waiver provided
 Indemnitee
 95




---



##### 



provided
 provided
   Successors and Assigns
  96




---



##### 



provided
    provided
    Approved Fund
 Approved Fund
  97




---



##### 



Register
 provided
 Participant provided provided
 98




---



##### 



provided
 Survival
 Counterparts; Integration; Effectiveness
 Severability
 99




---



##### 



Right of Setoff
 Governing Law; Jurisdiction; Consent to Service of Process
    WAIVER OF JURY TRIAL
 100




---



##### 



Headings
 Confidentiality
 USA PATRIOT Act Act
 Appointment for Perfection
 101




---



##### 



Guarantee
      102




---



##### 



Article X Article X Original Currency
  Article X PRC RMB
 Investment-Capital GAP
 103




---



##### 



Article X
   104




---



##### 



KENDLE INTERNATIONAL INC.,
as the BorrowerBy

/s/
Keith A. CheesmanName:
    Keith A. CheesmanTitle:
    Senior Vice President and
Chief Financial OfficerJPMORGAN CHASE BANK, N.A., individually as
a Lender, as the Swingline Lender, as the Issuing
Bank and as Administrative AgentBy

/s/
Richard B. KuertzName:
    Richard B. KuertzTitle:
    Senior Vice President




---



##### 



LENDER
    
    COMMITMENTJPMORGAN CHASE BANK, N.A.
    
    $
    35,000,000AGGREGATE COMMITMENT
    
    $
    35,000,000




---



##### 



1.
    
    The Mandatory Cost is an addition to the interest rate to compensate Lenders for the
cost of compliance with (a) the requirements of the Bank of England and/or the Financial
Services Authority (or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.
 2.
    
    On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the Associated Costs
Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory
Cost will be calculated by the Administrative Agent as a weighted average of the Lenders
Associated Costs Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Loan) and will be expressed as a percentage rate per annum.
 3.
    
    The Associated Costs Rate for any Lender lending from a Facility Office in a
Participating Member State will be the percentage notified by that Lender to the
Administrative Agent. This percentage will be certified by that Lender in its notice to the
Administrative Agent to be its reasonable determination of the cost (expressed as a percentage
of that Lenders participation in all Loans made from that Facility Office) of complying with
the minimum reserve requirements of the European Central Bank in respect of loans made from
that Facility Office.
 4.
    
    The Associated Costs Rate for any Lender lending from a Facility Office in the United
Kingdom will be calculated by the Administrative Agent as follows:
 (a)
    
    in relation to a Loan in Pounds Sterling:
 AB+ C (B  D) + Ex 0.01
    
    per cent. per annum100  (A + C)
 (b)
    
    in relation to a Loan in any currency other than Pounds Sterling:
 Ex 0.01
    
    per cent. per annum.300
 Where:
 A
    
    is the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.B
    
    is the percentage rate of interest (excluding the Applicable Rate and the
Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest
specified in Section 2.13(c)) payable for the relevant Interest Period on the Loan.C
    
    is the percentage (if any) of Eligible Liabilities which that Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.




---



##### 



D
    
    is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.E
    
    is designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Administrative Agent as being the average of the most recent rates of
charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph
7 below and expressed in pounds per £1,000,000.
 5.
    
    For the purposes of this Schedule:
 (a)
    
    Eligible Liabilities and Special Deposits have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;(b)
    
    Facility Office means the office or offices notified by a Lender to the
Administrative Agent in writing on or before the date it becomes a Lender (or, following
that date, by not less than five Business Days written notice) as the office or offices
through which it will perform its obligations under this Agreement.(c)
    
    Fees Rules means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;(d)
    
    Fee Tariffs means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate);(e)
    
    Participating Member State means any member state of the European Union that
adopts or has adopted the euro as its lawful currency in accordance with legislation of
the European Union relating to economic and monetary union.(f)
    
    Reference Banks means, in relation to Mandatory Cost, the principal London
offices of JPMorgan Chase Bank, N.A.(g)
    
    Tariff Base has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.(h)
    
    Unpaid Sum means any sum due and payable but unpaid by any the Borrower under
the Loan Documents.
 6.
    
    In application of the above formulae, A, B, C and D will be included in the formulae
as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.
 7.
    
    If requested by the Administrative Agent, each Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to the
Administrative Agent, the rate of
 2




---



##### 



charge payable by that Reference Bank to the Financial Services Authority pursuant to the
Fees Rules in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of that Reference Bank.
 8.
    
    Each Lender shall supply any information required by the Administrative Agent for the
purpose of calculating its Associated Costs Rate. In particular, but without limitation, each
Lender shall supply the following information on or prior to the date on which it becomes a
Lender:
 (a)
    
    the jurisdiction of its Facility Office; and(b)
    
    any other information that the Administrative Agent may reasonably require for such
purpose.
  9.
    
    The percentages of each Lender for the purpose of A and C above and the rates of
charge of each Reference Bank for the purpose of E above shall be determined by the
Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8
above and on the assumption that, unless a Lender notifies the Administrative Agent to the
contrary, each Lenders obligations in relation to cash ratio deposits and Special Deposits
are the same as those of a typical bank from its jurisdiction of incorporation with a Facility
Office in the same jurisdiction as its Facility Office.10.
    
    The Administrative Agent shall have no liability to any person if such determination
results in an Associated Costs Rate which over or under compensates any Lender and shall be
entitled to assume that the information provided by any Lender or Reference Bank pursuant to
paragraphs 3, 7 and 8 above is true and correct in all respects.11.
    
    The Administrative Agent shall distribute the additional amounts received as a result
of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender
based on the information provided by each Lender and each Reference Bank pursuant to
paragraphs 3, 7 and 8 above.12.
    
    Any determination by the Administrative Agent pursuant to this Schedule in relation
to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender
shall, in the absence of manifest error, be conclusive and binding on all parties hereto.13.
    
    The Administrative Agent may from time to time, after consultation with the Borrower
and the relevant Lenders, determine and notify to all parties hereto any amendments which are
required to be made to this Schedule 2.02 in order to comply with any change in law,
regulation or any requirements from time to time imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in the absence of
manifest error, be conclusive and binding on all parties hereto.
 3




---



##### 



TERMS AND CONDITIONS TO THE DISCLOSURE SCHEDULES
 Agreement Borrower




---



##### 



Schedule 3.03
 Government Approvals; Compliance with Laws
 1.
    
    The filing of a periodic or current report on Form 8-K or 10-K, as applicable, in
accordance with the rules and regulations of the SEC reflecting the execution and delivery of
the Credit Agreement and the other Loan Documents.
 2.
    
    The filing of periodic or current reports on Form 8-K, 10-Q or 10-K, as applicable, in
accordance with the rules and regulations of the SEC reflecting the execution and delivery of
any amendment to any of the Loan Documents.




---



##### 



Schedule 3.04(b)
 Liabilities




---



##### 



Schedule 3.05(b)
 Real Property
 Landlord/ Owner ifCompany/ Subsidiary
    
    Location Address
    
    Owned or Leased
    
    LeasedNorth AmericaKendle
International Inc.
    
    441 Vine Street, 
Suite 500
Cincinnati, Ohio 45202
    
    Leased
    
    Carew Realty, Inc.Kendle
International Inc.
    
    55 Hatchetts Hill Road
Old Lyme, Connecticut
06371
    
    Leased
    
    Eastport, LLCKendle
International Inc.
    
    6 Commerce Drive
Cranford, New Jersey
07016
    
    Leased
    
    Six Commerce Drive
Associates, LLCKendle
International Inc.
    
    1525 Rancho Conejo
Boulevard, Thousand
Oaks, California 91320
    
    Leased
    
    Conejo Spectrum
Building Associates,
LLCKendle
International Inc.
    
    315 East Eisenhower 
Parkway 
Suite 214
Ann Arbor, Michigan 
48108
    
    Leased
    
    Burlington Property
LLCKendle
International Inc.
    
    630 West Dundee Road
Northbrook, Illinois
60062
    
    Leased
    
    Edens Corporate
Center LLCKendle
International CPU 
LLC
    
    763 Chestnut Ridge Road
Morgantown, West
Virginia 26505
    
    Leased
    
    Steve LorenzeKendle
International Inc.
    
    1011 Ashes Drive
Wilmington, North
Carolina 28405
    
    Leased
    
    First Capital
Investment Group,
Inc.Kendle
International Inc.
    
    4024 Stirrup Creek
Drive 
Suite 700
Durham, NC 27703
    
    Leased
    
    New Boston
Batterymarch L.P.AAC Consulting
Group, Inc.
    
    7361 Calhoun Place
Metro Park North
Rockville, Maryland
20855
    
    Leased
    
    Metro Park V, LLC as
OverlandlordEuropeKendle Clinical
Development 
Services Limited
    
    Alma Square Building
Lenneke Marelaan 2a
1932 Zeventem
Brussels, Belgium
    
    Leased
    
    Banimmo Real Estate




---



##### 



Landlord/ Owner ifCompany/ Subsidiary
    
    Location Address
    
    Owned or Leased
    
    LeasedKendle Clinical
Development 
Services Limited
    
    I Cadogan Square
Cadogan Street
Glasgow
G2 7HF
Scotland
    
    Leased
    
    Taylor Woodrow
Property Company
LimitedKendle Clinical
Development 
Services Limited
    
    Grove Park White
Waltham
Maidenhead Berkshire
SL6 3LW United Kingdom
    
    Leased
    
    Taylor Woodrow
Property Company
LimitedKendle Clinical
Development 
Services Limited
    
    Shabolovka 2
Moscow 119049
Russia
    
    Leased
    
    Limited Liability
Company LLCAsia/PacificKendle
International Inc.
    
    UOB Plaza 1
80 Raffles Place
Singapore 048624
Singapore
    
    Leased
    
    Regus Business Center




---



##### 



Schedule 3.06(a)
 Intellectual Property
 Patents:
  Trademarks:
 OWNER
    
    TRADEMARK
    
    REGISTRATION NUMBER
    
    COUNTRY/STATEKendle
International Inc.
    
    Design (Wedge)
    
    
    2826777
    
    
    United StatesKendle
International Inc.
    
    KENDLE X Design
    
    
    2077521
    
    
    United StatesKendle
International Inc.
    
    KENDLE COLLEGE
    
    
    3351233
    
    
    United StatesKendle
International Inc.
    
    KENDLE CONNECT
    
    
    3493352
    
    
    United StatesKendle
International Inc.
    
    REAL PEOPLE REAL
RESULTS
    
    
    2065270
    
    
    United StatesKendle
International Inc.
    
    TRIALBASE
    
    
    2166126
    
    
    United StatesKendle
International Inc.
    
    TRIALLINE
    
    
    2068391
    
    
    United StatesKendle
International Inc.
    
    TRIALMD
    
    
    3735291
    
    
    United StatesKendle
International Inc.
    
    TRIALVIEW
    
    
    2155148
    
    
    United StatesKendle
International Inc.
    
    TRIALWARE
    
    
    2160751
    
    
    United StatesKendle
International Inc.
    
    TRIALWEB
    
    
    2729538
    
    
    United StatesKendle
International Inc.
    
    KENDLE X Design
    
    
    751529
    
    
    European CommunityKendle
International Inc.
    
    GENTE REAL.
RESULTADOS REALES
    
    
    36373
    
    
    MexicoKendle
International Inc.
    
    KENDLE & design
    
    
    926680
    
    
    MexicoKendle
International Inc.
    
    REAL PEOPLE. REAL
RESULTS.
    
    
    36374
    
    
    MexicoKendle
International Inc.
    
    KENDLE
    
    
    301139175
    
    
    Hong KongKendle
International Inc.
    
    KENDLE
    
    
    01371039
    
    
    Taiwan




---



##### 



Copyrights:
 OWNER
    
    COPYRIGHT
    
    REGISTRATION NUMBER
    
    COUNTRY/STATEKendle
International Inc.
    
    Kendle Aease form: 
Kendle adverse
event and safety
evaluation form
    
    Txu735960
    
    United States
 Trade Names:
 Legal Name of Company/ Subsidiary
    
    Trade NamesKendleKendle International Inc.
    
    ACERACER/EXCELGmiU-GeneHCCHealth Care CommunicationsKendle InternationalAAC Consulting Group, Inc.
    
    None.ACER/EXCEL Inc.
    
    None.Kendle Americas Holding Inc.
    
    None.Kendle Americas Investment Inc.
    
    None.Kendle Americas Management Inc.
    
    None.Kendle International CPU LLC
    
    None.Kendle Delaware LLC
    
    None.Kendle NC LLC
    
    None.Kendle Clinical Development Services
Limited
    
    None.
 Licenses:




---



##### 



Domain Names:




---



##### 



Schedule 3.06(b)
 Registrations




---



##### 



Schedule 3.06(c)
 Violations or Proceedings




---



##### 



Schedule 3.07(a)
 Equity Interests; Equity Interests Owned by the  Borrower or a Wholly Owned Subsidiary
 Foreign ElectingSubsidiary/Jurisdiction of
    
    Material ForeignLoan Party
    
    Subsidiaries
    
    Organization
    
    Subsidiary
    
    Percentage InterestKendle
International Inc.
    
    AAC Consulting
Group, Inc.
    
    Maryland
    
    
    
    
    100
    %ACER/EXCEL INC.
    
    New Jersey
    
    
    
    
    100
    %Kendle Americas
Holding Inc.
    
    Ohio
    
    
    
    
    100
    %Kendle International
CPU LLC
    
    Ohio
    
    
    
    
    100
    %Kendle Delaware LLC
    
    Delaware
    
    
    
    
    100
    %Kendle C.R.O.
Thailand Co., Ltd.
    
    Thailand
    
    
    
    
    99.9
    %Kendle Data &
Technologies (India)
Private Limited
    
    India
    
    
    
    
    .01
    %AAC Consulting
Group, Inc.
    
    Kendle India Private
Limited
    
    India
    
    
    
    
    10
    %Kendle Peru S.R.L.
    
    Peru
    
    
    
    
    1
    %ACER/EXCEL INC.
    
    Beijing Kendle Wits 
Medical Consulting Co., 
Ltd.1
    
    China
    
    
    
    50% (remaining 50%
owned by Beijing
Acerwits Medical
Consulting Co.
Ltd.)Kendle Americas
Holding Inc.
    
    Kendle Americas
Investment Inc.
    
    Ohio
    
    
    
    
    100
    %
 
 1
    
    Beijing Kendle Wits Medical Consulting
Co., Ltd. is not a Subsidiary as such term is defined in the Credit
Agreement.




---



##### 



Foreign ElectingSubsidiary/Jurisdiction of
    
    Material ForeignLoan Party
    
    Subsidiaries
    
    Organization
    
    Subsidiary
    
    Percentage InterestKendle Americas
Management Inc.
    
    Ohio
    
    
    
    
    100
    %Kendle NC LLC
    
    Kendle Canada Inc.
    
    Canada
    
    
    
    
    100
    %Kendle India Private
Limited
    
    India
    
    
    
    
    90
    %Kendle Peru S.R.L.
    
    Peru
    
    
    
    
    99
    %Kendle South Africa
(Proprietary) Limited
    
    South Africa
    
    
    
    
    100
    %Kendle Sweden AB
    
    Sweden
    
    
    
    
    100
    %Kendle International
SRO
    
    Czech Republic
    
    
    
    
    100
    %Kendle International
Israel Limited
    
    Israel
    
    
    
    
    .03
    %Kendle Clinical
Development Services
Limited
    
    Scotland
    
    Foreign Electing
Subsidiary
Material Foreign
Subsidiary
    
    
    100
    %Kendle International
Ltda.
    
    Brazil
    
    
    
    
    90
    %Kendle Delaware LLC
    
    Kendle International
Ltda.
    
    Brazil
    
    
    
    
    10
    %Kendle NC LLC
    
    North Carolina
    
    
    
    
    100
    %Kendle PTE. LTD.
    
    Singapore
    
    
    
    
    100
    %Kendle Americas
Investment Inc.
    
    Kendle Argentina
S.R.L.
    
    Argentina
    
    
    
    
    5
    %Kendle Brasil
Servicos 
de
Pesquisas Clinicas 

Ltda.
    
    Brazil
    
    
    
    
    5
    %




---



##### 



Foreign ElectingSubsidiary/Jurisdiction of
    
    Material ForeignLoan Party
    
    Subsidiaries
    
    Organization
    
    Subsidiary
    
    Percentage InterestKendle Chile Limitada
    
    Chile
    
    
    
    
    5
    %Kendle Colombia Ltda
    
    Colombia
    
    
    
    
    5
    %Kendle Americas 

Management Inc.
    
    Kendle Argentina
S.R.L.
    
    Argentina
    
    
    
    
    95
    %Kendle Brasil
Servicos de
Pesquisas Clinicas
Ltda.
    
    Brazil
    
    
    
    
    95
    %Kendle Chile Limitada
    
    Chile
    
    
    
    
    95
    %Kendle Colombia Ltda
    
    Colombia
    
    
    
    
    95
    %Kendle Clinical 
Development 
Services Limited
    
    Kendle International
Israel Limited
    
    Israel
    
    
    
    
    99.97
    %Kendle International
SRL
    
    Italy
    
    
    
    
    11
    %Kendle International
Sp. Zoo
    
    Poland
    
    
    
    
    .2
    %Kendle Clinical
Development
Services, SL
    
    Spain
    
    
    
    
    2.1
    %Kendle International
Holdings Limited
    
    United Kingdom
    
    
    
    
    100
    %Kendle GmbH
    
    Germany
    
    Material Foreign
Subsidiary
    
    
    100
    %Kendle
International CPU
LLC
    
    None
    
    n/a
    
    n/a
    
    
    n/a
 Requires issuance of Equity Interests:
 1.
    
    Stockholder Rights Agreement dated August 14, 2009 between the Borrower and American
Stock Transfer & Trust Company, LLC, as Rights Agent.




---



##### 



2.
    
    3.375% Convertible Senior Notes Due 2012, Issued Pursuant to Indenture, dated as of
March 21, 2007, between Kendle International Inc. and LaSalle Bank National Association, as
Trustee, as supplemented (The current balance as of February 26, 2010 is $154,500,000.00) (the
Notes).
 3.
    
    Kendle International Inc. Nonqualified Deferred Compensation Plan, effective as of
January 1, 2008.
 4.
    
    Kendle International Inc. 2007 Stock Incentive Plan.
 5.
    
    Kendle International Inc. 2003 Directors Compensation Plan, effective as of June 27,
2003.
 6.
    
    Kendle International Inc. 1997 Stock Option and Incentive Plan.
 7.
    
    Warrants sold to UBS AG, London Branch and JPMorgan Chase Bank, National Association,
London Branch warrants to acquire, subject to customary anti-dilution adjustments,
approximately 4.2 million shares of Common Stock at a strike price of approximately $61.22 per
share, in connection with the Notes.




---



##### 



Schedule 3.07(a)(ii)
 Existing Foreign Pledge Agreements




---



##### 



Schedule 3.07(c)
 Organizational Chart
 Kendle International Inc.  Current Structure




---



##### 



Schedule 3.08(b)
 Litigation; Compliance with Laws




---



##### 



Schedule 3.18
 Environmental Matters




---



##### 



Schedule 3.19
 Insurance




---



##### 



Schedule 6.01(b)
 Existing Indebtedness
 1.
    
    Existing Purchase Money Obligations and Attributable Indebtedness in the amount of
$86,000.
 2.
    
    Investments set forth on Schedule 6.04(b).




---



##### 



Schedule 6.02(c)
 Existing Liens
 KENDLE INTERNATIONAL, INC.  filed with the Secretary of State of Ohio
 TYPE OFSECURED PARTY
    
    FILING
    
    DATE FILED
    
    FILE NUMBER
    
    COLLATERALJPMorgan Chase Bank, N.A.
    
    UCC-1
    
    20-May-2003
    
    OH00064026646
    
    Accounts, accounts receivable, chattel
paper, contract rights, documents and
instruments, together with all proceeds
in whatever formTermination
    
    18-Jul-2006
    
    
    Termination filed by KMKContinuation
    
    6-Dec-2007Amendment
    
    6-Feb-2008
    
    
    Secured Party changed from Bank One, N.A.Canon Financial Services, Inc.
    
    UCC-1
    
    4-Aug-2004
    
    OH00080214382
    
    Leased copiersCanon Financial Services
    
    UCC-1
    
    23-Oct-2006
    
    OH00107966105
    
    All equipment leased, sold, or financed
by Secured Party and related general
intangibles and accounts receivable
[Lease # 001-0081265-026 and Lease
# 001-0081265-027]General Electric Capital Corp.
    
    UCC-1
    
    5-Nov-2007
    
    OH00120854226
    
    All equipment leased to or financed by
Secured Party under Equipment Lease
Agreement No. 7521606-003 including all
accessories, accessions, replacements,
proceeds, etc. [equipment not
specifically described]General Electric Capital
Corp.
    
    UCC-1
    
    18-Jun-2008
    
    OH00127567204
    
    All equipment leased to or financed by
Secured Party under Equipment Lease
Agreement No. 7521606-009 including all
accessories, accessions, replacements,
proceeds, etc. [equipment not
specifically described]Presidio Technology Capital, 
LLC
    
    UCC-1
    
    11-Dec-2008
    
    OH00131542955
    
    All property, goods, inventory and
equipment acquired pursuant to Master
Lease dated November 9, 2008 and
Quarterly Addendum No. TG008-3217LAJRXPresidio Technology Capital,
LLC AND Key Equipment
Finance Inc.
    
    UCC-1
    
    2-Feb-2009
    
    OH00132525536
    
    Leased equipment pursuant to Schedule
No. 596895 to Master Lease Agreement
dated November 9, 2008 [phone equipment]




---



##### 



TYPE OFSECURED PARTY
    
    FILING
    
    DATE FILED
    
    FILE NUMBER
    
    COLLATERALGeneral Electric Capital
Corp.
    
    UCC-1
    
    23-Feb-2009
    
    OH00132931547
    
    Leased equipment under FMV Lease
Agreement [No. redacted by filing
office], includes accessories,
accessions, replacements, proceeds, etc.
 ACER/EXCEL, INC.  filed with the New Jersey Department of Treasury/Commercial Recording
 TYPE OFCURRENT SECURED PARTY
    
    FILING
    
    DATE FILED
    
    FILE NUMBER
    
    COLLATERALJPMorgan Chase Bank, N.A.
    
    UCC-1
    
    16-Jul-2003
    
    
    21697814
    
    
    Accounts, accounts
receivable, chattel
paper, contract
rights, documents
and instruments,
together with all
proceeds in
whatever formTermination
    
    18-Jul-2006Continuation
    
    11-Feb-2008Amendment
    
    3-Mar-2008
 KENDLE INTERNATIONAL CPU LLC  filed with the Secretary of State of Ohio
 TYPE OFCURRENT SECURED PARTY
    
    FILING
    
    DATE FILED
    
    FILE NUMBER
    
    COLLATERALJPMorgan Chase Bank, N.A.
    
    UCC-1
    
    20-May-2003
    
    OH00064027103
    
    Accounts, accounts receivable, chattel paper,
contract rights, documents and instruments,
together with all proceeds in whatever formTermination
    
    18-Jul-2006
    
    
    Termination filed by KMKContinuation
    
    6-Dec-2007
    
    
    Continuation filed by Bank One, N.A.Amendment
    
    6-Feb-2008
    
    
    Secured Party changed from Bank One, N.A., as Agent




---



##### 



KENDLE DELAWARE INC.  filed with the Secretary of State of Delaware
 TYPE OFCURRENT SECURED PARTY
    
    FILING
    
    DATE FILED
    
    FILE NUMBER
    
    COLLATERALJPMorgan Chace Bank, N.A.
    
    UCC-1
    
    17-Oct-2005
    
    
    53200194
    
    
    In lieu for UCCs filed in Ohio in 2000, no collateral descriptionAmendment
    
    28-Oct-2005
    
    
    
    
    
    Amended to change list of original UCC-1 Financing StatementsAmendment
    
    27-Jan-2006
    
    
    
    
    
    Add Collateral: pledged equity interests in unspecified
entities, including dividends, distributions, etc; unspecified
pledged debt and intercompany debt; references Pledge
Agreement without further description.
 TYPE OFSECURED PARTY
    
    FILING
    
    DATE FILED
    
    FILE NUMBER
    
    COLLATERALJPMorgan Chase
Bank, N.A., London
Branch
    
    UCC-1
    
    28-Oct-2005
    
    
    53361434
    
    
    In lieu for UCCs filed in Ohio in 2000, no collateral descriptionAmendment
    
    27-Jan-2006
    
    
    
    
    
    Add Collateral: pledged equity interests in unspecified
entities, including dividends, distributions, etc; unspecified
pledged debt and intercompany debt; references Pledge
Agreement dated October 13, 2000




---



##### 



Schedule 6.04(b)
 Existing Investments
 1.
    
    Advances by the following Loan Parties to the following Foreign Subsidiaries:
 Loan Party
    
    Foreign Subsidiary
    
    AmountKendle Clinical Development Services Limited
    
    Kendle Clinical Development Services Limited
(Belgium Branch)
    
    $
    2,454,178.57Kendle International Inc.
    
    Kendle Brazil Servicios de Pesquisas Clinicas
Ltda.
    
    $
    100,629.03Kendle International Inc.
    
    Kendle India Private Limited
    
    $
    23,386.79Kendle International Inc.
    
    Kendle Data and Technologies (India) Private
Limited
    
    $
    234,932.36Kendle Clinical Development Services Limited
    
    Kendle International Israel Ltd.
    
    $
    1,043,968.98Kendle International Inc.
    
    Kendle CRO Malaysia Sdn. Bhd.
    
    $
    27,178.15Kendle International Inc.
    
    Kendle CRO Philippines
    
    $
    22,094.11Kendle International Inc.
    
    Kendle CRO Philippines
    
    $
    50,250.00Kendle Clinical Development Services Limited
    
    Kendle Clinical Development Services Ltd.
(Russia Branch)
    
    $
    2,113,979.93Kendle International Inc.
    
    Kendle Pte. Ltd. (Singapore)
    
    $
    2,694,844.63Kendle International Inc.
    
    Kendle South Africa (Proprietary) Limited
    
    $
    32,217.00Kendle International Inc.
    
    Kendle South Africa (Proprietary) Limited
    
    $
    11,216.19Kendle International Inc.
    
    Kendle Sweden AB
    
    $
    1,472,381.08Kendle International Inc.
    
    Kendle C.R.O. (Thailand) Co., Ltd.
    
    $
    87,924.97TOTAL
    
    $
    10,369,181.79
 2.
    
    Investments set forth on Schedule 6.04(f).3.
    
    In connection with the Notes, on July 10, 2007, the Company also entered into
convertible note hedge transactions (the Hedge Transactions) with respect to its common
stock, no par value per share (the Common Stock), with UBS AG, London Branch, an affiliate
of the Underwriter, and JP Morgan Chase Bank, National Association, London Branch. The Hedge
Transactions covers, subject to customary anti-dilution adjustments, approximately 4.2 million
shares of Common Stock at a strike price which corresponds to the initial conversion price of
the Notes.




---



##### 



Schedule 6.04(f)
 Foreign Intercompany Notes
 1.
    
    A Promissory Note made payable by Kendle Clinical Development Services Limited f/k/a
Charles River Laboratories Clinical Services International Ltd) to Kendle NC LLC (f/k/a
Charles River Laboratories Clinical Services, Inc., in the principal amount of £4.15 million.2.
    
    A Promissory Note made payable by Kendle Clinical Development Services Limited f/k/a
Charles River Laboratories Clinical Services International Ltd) to Kendle NC LLC (f/k/a
Charles River Laboratories Clinical Services, Inc., in the principal amount of £11.6 million.3.
    
    A Promissory Note made payable by Kendle International Holdings Limited to Kendle
International SRL, in the principal amount of 1.5 million.




---



##### 



Assignment Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:[and is an Affiliate/Approved Fund of [identify Lender]1]3.
    
    the Borrower(s):
    
    Kendle International Inc.4.
    
    Administrative Agent:
    
    JPMorgan Chase Bank, N.A., as the
administrative agent under the
Credit Agreement5.
    
    Credit Agreement:
    
    The Credit Agreement dated as of
March 15, 2010 among Kendle
International Inc., the Lenders
parties thereto, JPMorgan Chase
Bank, N.A., as Administrative
Agent, and the other agents
parties thereto6.
    
    Assigned Interest:
 
 1
    
    Select as applicable.




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Aggregate Amount of
    
    Amount of
    
    Percentage AssignedCommitment/Loans for all
    
    Commitment/
    
    ofLenders
    
    Loans Assigned
    
    Commitment/Loans2$
    
    $
    
    
    
    
    %$
    
    $
    
    
    
    
    %$
    
    $
    
    
    
    
    %
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: Consented to and Accepted:
JPMORGAN CHASE BANK, N.A., as 
Administrative Agent and Issuing BankBy:Title:[Consented to:]3
KENDLE INTERNATIONAL INC.By:Title: 
 2
    
    Set forth, so at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.3
    
    To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement. 2




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Representations and Warranties
 Assignor
 Assignee
 Payments
 General Provisions




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2




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Re:
    
    Credit Agreement dated as of March 15, 2010 among Kendle
International, Inc. (the Borrower), the Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent (the Credit Agreement)




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March 15, 2010
Page 2




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March 15, 2010
Page 3




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March 15, 2010
Page 4




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March 15, 2010
Page 5




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March 15, 2010
Page 6




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March 15, 2010
Page 7




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March 15, 2010
Page 8




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March 15, 2010
Page 9




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GOOD STANDING CERTIFICATES
 Name
    
    Certificate DateKendle International Inc., an Ohio corporation
    
    March 5, 2010Kendle Americas Holding Inc., an Ohio corporation
    
    March 5, 2010Kendle Americas Investment Inc., an Ohio corporation
    
    March 5, 2010Kendle Americas Management Inc., an Ohio corporation
    
    March 5, 2010Kendle International CPU LLC, an Ohio limited liability company
    
    March 5, 2010




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AGREEMENTS
 1.
    
    Underwriting Agreement, dated as of July 10, 2007, between Kendle International Inc., an Ohio
corporation, and UBS Securities, LLC.2.
    
    Indenture, dated as of March 21, 2007, between Kendle International Inc., an Ohio corporation,
and LaSalle Bank National Association, a national banking association.3.
    
    Supplemental Indenture No. 1, dated as of March 21, 2007, between Kendle International Inc., an
Ohio corporation, and LaSalle Bank National Association, a national banking association.




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CERTIFICATED SECURITIES
 Record Owner
    
    Current Legal Entities Owned
    
    
    Certificate No.Kendle International Inc.
    
    AAC Consulting Group, Inc.
    
    
    14, 15ACER/EXCEL INC.
    
    
    12Kendle Americas Holding Inc.
    
    
    1Kendle Delaware LLC
    
    
    1Kendle Americas Holding Inc.
    
    Kendle Americas Investment Inc.
    
    
    1Kendle Americas Management Inc.
    
    
    1Kendle Delaware LLC
    
    Kendle NC LLC
    
    
    1




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Supplement Credit
Agreement the Borrower Administrative Agent
  Section 2.20
 Section 2.20
 Section 2.20




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[INSERT NAME OF INCREASING LENDER]By:Name:Title: Accepted and agreed to as of the date first written above:
KENDLE INTERNATIONAL INC.By:Name:Title:Acknowledged as of the date first written above:
JPMORGAN CHASE BANK, N.A.
as Administrative AgentBy:Name:Title: 2




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Supplement Credit Agreement the Borrower Administrative Agent
     
 Section 5.01




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[INSERT NAME OF AUGMENTING LENDER]By:Name:Title: Accepted and agreed to as of the date first written above:
KENDLE INTERNATIONAL INC.By:Name:Title:Acknowledged as of the date first written above:
JPMORGAN CHASE BANK, N.A.
as Administrative AgentBy:Name:Title:




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KENDLE INTERNATIONAL INC.
 CREDIT FACILITIES
  1
 LOAN DOCUMENTS
 1.
    
    Credit Agreement (the Credit Agreement) by and among Kendle International Inc., an
Ohio corporation (the Borrower), the institutions from time to time parties thereto
as Lenders (the Lenders) and JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent for itself and the other Lenders (the Administrative Agent),
evidencing a revolving credit facility to the Borrower from the Lenders in an initial
aggregate principal amount of $35,000,000.
  Schedule 2.01
    
    
    
    CommitmentsSchedule 2.02
    
    
    
    Mandatory CostSchedule 3.03
    
    
    
    Government Approvals; Compliance with LawsSchedule 3.04(b)
    
    
    
    LiabilitiesSchedule 3.05(b)
    
    
    
    Real PropertySchedule 3.06(a)
    
    
    
    Intellectual PropertySchedule 3.06(b)
    
    
    
    RegistrationsSchedule 3.06(c)
    
    
    
    Violations or ProceedingsSchedule 3.07(a)
    
    
    
    Equity Interests; Equity Interests Note
Owned by the Borrower or a Wholly Owned
SubsidiarySchedule 3.07(a)(ii)
    
    
    
    Existing foreign pledge agreementsSchedule 3.07(c)
    
    
    
    Organizational ChartSchedule 3.08(b)
    
    
    
    Litigation; Compliance with LawsSchedule 3.18
    
    
    
    Environmental MattersSchedule 3.19
    
    
    
    InsuranceSchedule 6.01(b)
    
    
    
    Existing IndebtednessSchedule 6.02(c)
    
    
    
    Existing LiensSchedule 6.04(b)
    
    
    
    Existing InvestmentsSchedule 6.04(f)
    
    
    
    Foreign Intercompany Notes
 
 1
    
    Each capitalized term used herein and not
defined herein shall have the meaning assigned to such term in the
above-defined Credit Agreement. Items appearing in boldand italicsshall be
prepared and/or provided by the Borrower and/or the Borrowers counsel.




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Exhibit A
    
    
    
    Form of Assignment and AssumptionExhibit B
    
    
    
    Form of Opinion of Loan Parties CounselExhibit C
    
    
    
    Form of Increasing Lender SupplementExhibit D
    
    
    
    Form of Augmenting Lender SupplementExhibit E
    
    
    
    List of Closing DocumentsExhibit F
    
    
    
    Form of Intercompany Note
 2.
    
    Guaranty executed by the initial Subsidiary Guarantors (other than the UK Guarantor)
(collectively with the Borrower, the Loan Parties) in favor of the Administrative
Agent.3.
    
    Pledge and Security Agreement executed by the Loan Parties, together with pledged instruments
and allonges, stock certificates, stock powers executed in blank, pledge instructions and
acknowledgments, as appropriate.
 Exhibit A
    
    
    
    Legal and Prior Names; Principal Place of Business and Chief
Executive Office; Properties Leased by the Grantors; Properties
Owned by the Grantors; Public Warehouses or Other LocationsExhibit B
    
    
    
    Aircraft/Engines, Ships, Railcars and Other Vehicles Governed by
Federal Statute; Patents, Copyrights and Trademarks Protected under
Federal LawExhibit C
    
    
    
    County and Street Address of Property on which Fixtures are locatedExhibit D
    
    
    
    List of Instruments, Pledged Securities and other Investment PropertyExhibit E
    
    
    
    UCC Financing Statement Filing LocationsExhibit F
    
    
    
    Commercial Tort ClaimsExhibit G
    
    
    
    Grantors; FEIN; State Organization Number and Jurisdiction of
IncorporationExhibit H
    
    
    
    Deposit Accounts; Security Accounts
 4.
    
    Confirmatory Grant of Security Interest in United States Trademarks made by certain of the
Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.
 Schedule A
    
    
    
    Registered Trademarks; Trademark and Service Mark
Applications; Other TrademarksSchedule B
    
    
    
    License Agreements
 5.
    
    Confirmatory Grant of Security Interest in United States Copyrights made by certain of the
Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.
 Schedule A
    
    
    
    Registered Copyrights; Copyright Applications; Other CopyrightsSchedule B
    
    
    
    License Agreements
 6.
    
    Certificates of Insurance listing the Administrative Agent as (x) lender loss payee for the
property, casualty and business interruption insurance policies of the Initial Loan Parties,
together with long-form lender loss payable endorsements, as appropriate, and (y) additional
insured with respect to the liability insurance of the Loan Parties, together with additional
insured endorsements.
 UCC DOCUMENTS
 7.
    
    UCC, tax lien and name variation search reports naming each Loan Party from the appropriate
offices in relevant jurisdictions.




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8.
    
    UCC financing statements naming each Loan Party as debtor and the Administrative Agent as
secured party as filed with the appropriate offices in applicable jurisdictions.
 CORPORATE DOCUMENTS
 9.
    
    Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that
there have been no changes in the Certificate of Incorporation or other charter document of
such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of
State (or analogous governmental entity) of the jurisdiction of its organization, since the
date of the certification thereof by such governmental entity, (ii) the By-Laws or other
applicable organizational document, as attached thereto, of such Loan Party as in effect on
the date of such certification, (iii) resolutions of the Board of Directors or other governing
body of such Loan Party authorizing the execution, delivery and performance of each Loan
Document to which it is a party, and (iv) the names and true signatures of the incumbent
officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and
(in the case of the Borrower) authorized to request a Borrowing or the issuance of a Letter of
Credit under the Credit Agreement.10.
    
    Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from
the Secretary of State (or analogous governmental entity) of the jurisdiction of its
organization, to the extent generally available in such jurisdiction.
 OPINIONS
 11.
    
    Opinion of Keating Muething & Klekamp PLL, counsel for the Loan Parties.
 CLOSING CERTIFICATES AND MISCELLANEOUS
 12.
    
    A Certificate signed by the President, a Vice President or a Financial Officer of the
Borrower certifying the following: (i) all of the representations and warranties of the
Borrower set forth in the Credit Agreement are true and correct and (ii) no Default has
occurred and is then continuing.13.
    
    A Certificate of the chief financial officer of the Borrower in form and substance
satisfactory to the Administrative Agent supporting the conclusions that, after giving effect
to the Transactions, the Borrower and its Subsidiaries, taken as a whole, are solvent and will
be solvent subsequent to incurring the indebtedness in connection with the Transactions.14.
    
    Payoff documentation providing evidence satisfactory to the Administrative Agent that the
Existing Credit Agreement has been terminated and cancelled (along with all of the agreements,
documents and instruments delivered in connection therewith) and all Indebtedness owing
thereunder has been repaid and any and all liens thereunder have been terminated.
  15.
    
    Foreign law governed pledge agreements and related instruments.




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16.
    
    Guaranty by UK Guarantor.17.
    
    Foreign pledge and guaranty opinions.




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