##### 








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##### 



PageARTICLE IDefinitionsSECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Terms Generally
    
    
    21ARTICLE IIThe CreditsSECTION 2.01. Commitments
    
    
    22SECTION 2.02. Loans
    
    
    22SECTION 2.03. Swingline Loans
    
    
    24SECTION 2.04. Letters of Credit
    
    
    25SECTION 2.05. Borrowing Procedure
    
    
    30SECTION 2.06. Evidence of Debt; Repayment of Loans
    
    
    31SECTION 2.07. Fees
    
    
    31SECTION 2.08. Interest on Loans
    
    
    33SECTION 2.09. Default Interest
    
    
    33SECTION 2.10. Alternate Rate of Interest
    
    
    33SECTION 2.11. Termination and Reduction of Commitments
    
    
    34SECTION 2.12. Conversion and Continuation of Borrowings
    
    
    34SECTION 2.13. Prepayment
    
    
    35SECTION 2.14. Reserve Requirements; Change in Circumstances
    
    
    36SECTION 2.15. Change in Legality
    
    
    37SECTION 2.16. Indemnity
    
    
    38SECTION 2.17. Pro Rata Treatment
    
    
    39SECTION 2.18. Sharing of Setoffs
    
    
    39SECTION 2.19. Payments
    
    
    40SECTION 2.20. Taxes
    
    
    41SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
    
    
    42ARTICLE IIIRepresentations and WarrantiesSECTION 3.01. Organization; Powers
    
    
    43SECTION 3.02. Authorization
    
    
    43
 i




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PageSECTION 3.03. Enforceability
    
    
    44SECTION 3.04. Governmental Approvals
    
    
    44SECTION 3.05. Financial Statements
    
    
    44SECTION 3.06. No Material Adverse Effect; No Default
    
    
    44SECTION 3.07. Title to Properties; Possession Under Leases
    
    
    44SECTION 3.08. Subsidiaries
    
    
    45SECTION 3.09. Litigation; Compliance with Laws
    
    
    45SECTION 3.10. Agreements
    
    
    45SECTION 3.11. Federal Reserve Regulations
    
    
    46SECTION 3.12. Investment Company Act
    
    
    46SECTION 3.13. Use of Proceeds
    
    
    46SECTION 3.14. Tax Returns
    
    
    46SECTION 3.15. No Material Misstatements
    
    
    46SECTION 3.16. Employee Benefit Plans
    
    
    46SECTION 3.17. Environmental Matters
    
    
    47SECTION 3.18. Insurance
    
    
    47SECTION 3.19. Pledge Agreement
    
    
    48SECTION 3.20. Labor Matters
    
    
    48SECTION 3.21. Solvency
    
    
    48ARTICLE IVConditions of LendingSECTION 4.01. All Credit Events
    
    
    49SECTION 4.02. Effective Date
    
    
    49ARTICLE VAffirmative CovenantsSECTION 5.01. Existence; Businesses and Properties
    
    
    52SECTION 5.02. Obligations and Taxes
    
    
    52SECTION 5.03. Financial Statements, Reports, etc
    
    
    52SECTION 5.04. Litigation and Other Notices
    
    
    54SECTION 5.05. Employee Benefits
    
    
    54SECTION 5.06. Maintaining Records; Access to Properties and Inspections
    
    
    54SECTION 5.07. Use of Proceeds
    
    
    55SECTION 5.08. Compliance with Environmental Laws
    
    
    55SECTION 5.09. Compliance with Laws
    
    
    55SECTION 5.10. Further Assurances
    
    
    55
 ii




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PageARTICLE VINegative CovenantsSECTION 6.01. Indebtedness
    
    
    55SECTION 6.02. Liens
    
    
    56SECTION 6.03. Sale and Lease-Back Transactions
    
    
    58SECTION 6.04. Investments, Loans and Advances
    
    
    58SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions
    
    
    59SECTION 6.06. Dividends and Distributions; Restrictions on Ability of
Subsidiaries to Pay Dividends
    
    
    60SECTION 6.07. Transactions with Affiliates
    
    
    61SECTION 6.08. Business of Borrower and Subsidiaries
    
    
    62SECTION 6.09. Fiscal Year
    
    
    62SECTION 6.10. Leverage Ratio
    
    
    62SECTION 6.11. Consolidated Interest Expense Coverage Ratio
    
    
    62SECTION 6.12. Consolidated Net Worth
    
    
    62SECTION 6.13. Amendment of Material Documents
    
    
    62SECTION 6.14. Prepayments, Redemptions and Repurchases of Debt
    
    
    62ARTICLE VIIEvents of DefaultARTICLE VIIIThe Administrative Agent and the Collateral AgentARTICLE IXMiscellaneousSECTION 9.01. Notices
    
    
    68SECTION 9.02. Survival of Agreement
    
    
    69SECTION 9.03. Binding Effect
    
    
    69SECTION 9.04. Successors and Assigns
    
    
    69SECTION 9.05. Expenses; Indemnity
    
    
    73SECTION 9.06. Right of Setoff
    
    
    74SECTION 9.07. APPLICABLE LAW
    
    
    74SECTION 9.08. Waivers; Amendments
    
    
    75SECTION 9.09. Interest Rate Limitation
    
    
    76SECTION 9.10. Entire Agreement
    
    
    76SECTION 9.11. WAIVER OF JURY TRIAL
    
    
    76
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PageSECTION 9.12. Severability
    
    
    76SECTION 9.13. Counterparts
    
    
    77SECTION 9.14. Headings
    
    
    77SECTION 9.15. Jurisdiction; Consent to Service of Process
    
    
    77SECTION 9.16. Confidentiality; Material Non-Public Information
    
    
    77SECTION 9.17. Releases of Guarantors and Collateral
    
    
    79SECTION 9.18. Patriot Act
    
    
    80SECTION 9.19. No Fiduciary Duty
    
    
    80SECTION 9.20. Waiver of Notice Period in connection with Termination of the Commitments under the Existing Credit Agreement
    
    
    80
 iv




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##### 



SCHEDULES:Schedule 1.01(a)
    
    GuarantorsSchedule 1.01(b)
    
    Investment PolicySchedule 1.01(c)
    
    Existing Letters of CreditSchedule 2.01
    
    CommitmentsSchedule 3.08
    
    SubsidiariesSchedule 3.09
    
    LitigationSchedule 3.17
    
    Environmental MattersSchedule 3.18
    
    InsuranceSchedule 6.01
    
    Existing IndebtednessSchedule 6.02
    
    Existing LiensSchedule 6.04(a)
    
    Existing InvestmentsEXHIBITS:Exhibit A
    
    Form of Administrative QuestionnaireExhibit B
    
    Form of Assignment and AcceptanceExhibit C
    
    Form of Borrowing RequestExhibit D
    
    Form of Guarantee AgreementExhibit E
    
    Form of Pledge AgreementExhibit F
    
    Form of Indemnity, Subrogation and Contribution AgreementExhibit G-1
    
    Form of Opinion of James Elrod, Esq., General Counsel of the BorrowerExhibit G-2
    
    Form of Opinion of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., special counsel to the BorrowerExhibit G-3
    
    Form of Opinion of Bass, Berry & Sims PLC, Tennessee counsel to the BorrowerExhibit H
    
    Form of Promissory Note
 v




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##### 



Agreement Borrower Administrative Agent Collateral Agent Swingline Lender Co-Syndication
Agents Co-Documentation Agents Managing Agent
    Definitions
 Defined Terms.
 ABR Borrowing




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##### 



ABR Loan
 ABR Revolving Loan
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Agent Fees
 Administrative Questionnaire Exhibit A
 Affiliate
 Aggregate Revolving Credit Exposure
 Alternate Base Rate
 Applicable Percentage provided




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##### 



3 Eurodollar
    
    ABR
    
    FeeLeverage Ratio
    
    Spread
    
    Spread
    
    PercentageCategory 1Less than 1.25 to 1.00
    
    
    0.875
    %
    
    
    0.000
    %
    
    
    0.200
    %Category 2Less than 1.75 to 1.00 but greater
than or equal to 1.25 to 1.00
    
    
    1.000
    %
    
    
    0.000
    %
    
    
    0.250
    %Category 3Less than 2.25 to 1.00 but greater
than or equal to 1.75 to 1.00
    
    
    1.125
    %
    
    
    0.125
    %
    
    
    0.275
    %Category 4Less than 2.75 to 1.00 but greater
than or equal to 2.25 to 1.00
    
    
    1.250
    %
    
    
    0.250
    %
    
    
    0.300
    %Category 5Greater than or equal to 2.75 to 1.00
    
    
    1.500
    %
    
    
    0.500
    %
    
    
    0.350
    %
  Arranger
 Assignment and Acceptance Exhibit B
 Board
 Borrower
 Borrowing
 Borrowing Request Exhibit C
 Breakage Event
 Business Day provided however




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##### 



4 Capital Lease Obligations
 Change in Control
 Charges
 Class
 Code
 Collateral
 Collateral Agent
 Collateral Requirement
      5
 provided
 Commitment
 Commitment Fee
 Confidential Information Memorandum
 Consolidated EBITDA plus minus
 Consolidated Interest Expense
 Consolidated Interest Expense Coverage Ratio
 Consolidated Net Income provided
      6
  Consolidated Net Worth
 Control
 Convertible Note Indenture
 Convertible Notes 1 4
 Co-Documentation Agent
 Co-Syndication Agent
 Credit Event
 Default
 Designated Indebtedness
 Determination Date th th
 dollars $
 Domestic Subsidiary




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##### 



7 Effective Date
 environment
 Environmental Claim
 Environmental Law et seq CERCLA et seq et seq et seq. et seq et seq et seq et seq et seq
 Environmental Permit
 Equity Interests




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##### 



8 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar Borrowing
 Eurodollar Revolving Loan
 Event of Default
 Excluded Taxes provided however
      9
  Existing Credit Agreement
 Existing Letters of Credit Schedule 1.01(c)
 Federal Funds Effective Rate
 Fee Letter
 Fees
 Financial Officer
 Foreign Lender
 Foreign Subsidiary




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##### 



10 Fronting Fee
 GAAP
 Governmental Authority
 Granting Lender
 Guarantee primary obligor provided however
 Guarantee Agreement
 Guarantee Requirement
 Guarantors Schedule 1.01(a)
 Hazardous Materials PCBs




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11 Health Care Laws HHS
 Hedging Agreement
 Inactive Subsidiary
 Indebtedness
 Indemnified Taxes
 Indemnitee




---



##### 



12 Indemnity, Subrogation and Contribution Agreement
 Information
 Interest Payment Date
 Interest Period provided however
 Issuing Bank Schedule 2.04
 Issuing Bank Agreement
 Issuing Bank Fees
 L/C Commitment Schedule 2.04




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13 L/C Disbursement
 L/C Exposure plus
 L/C Participation Fee
 Lenders Schedule 2.01
 Letter of Credit
 Leverage Ratio
 LIBO Rate provided LIBO Rate LIBO Rate




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14 Lien
 Loan Documents
 Loan Parties
 Loans
 Managing Agent
 Margin Stock
 Material Adverse Effect
 Maturity Date
 Material Foreign Subsidiary
 Maximum Rate
 Moodys
 Multiemployer Plan
 Non-Consenting Lender
      15
  Obligations Obligations
 Other Taxes
 Patriot Act
 PBGC
 Permitted Investments




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16    Schedule 1.01(b)
   person
 Plan
 Pledge Agreement
 Prime Rate
 Properties
 Pro Rata Percentage
      17
  Ratings
 Register
 Regulation U
 Regulation X
 Related Fund
 Related Parties
 Release
 Release Conditions
 Release Date
 Remedial Action




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18 Required Lenders
 Responsible Officer
 Revolving Borrowing
 Revolving Credit Commitment Schedule 2.01
 Revolving Credit Exposure plus plus
 Revolving Loans
 S&P
 Secured Parties
 Security Documents
 Significant Subsidiary provided
      19
 Schedule 3.08
 SEC
 SPC
 Statutory Reserves
 subsidiary parent
 Subsidiary provided
 Swingline Commitment




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20 Swingline Exposure
 Swingline Lender
 Swingline Loan
 Swingline Maturity Date
 Taxes
 Total Funded Debt Indebtedness provided
 Total Revolving Credit Commitment
 Transactions
 Type Rate
 Uniform Commercial Code provided however Uniform Commercial Code




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##### 



21 Wholly Owned Subsidiary
 Withdrawal Liability
 Terms Generally. provided however pro forma pro forma
      22
 provided pro forma
  The Credits
 Commitments.
 Loans. provided however
 provided provided however
       23
          24
  Swingline Loans. Swingline Commitment. provided
 Swingline Loans.
 Prepayment. Schedule 2.01




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##### 



25 Interest.
 Participations. with the necessary changes
 Letters of Credit. General.
      26
   Notice of Issuance; Certain Conditions.
 Expiration Date. provided
 Participations.
      27
  Reimbursement.
 Obligations Absolute.




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##### 



28  provided
 Disbursement Procedures. provided
 Interim Interest.
      29
  Resignation or Removal of an Issuing Bank.
 Designation of Additional Issuing Banks. Issuing
Bank Agreement
 Cash Collateralization. provided
      30
  Issuing Bank Reports.
 Borrowing Procedure. provided however
      31
  Evidence of Debt; Repayment of Loans.
   provided however
 Exhibit H
 Fees.
      32
 Commitment Fee
 Administrative Agent Fees
 L/C Participation Fee Fronting Fee Issuing Bank Fees
 provided however




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##### 



33 Interest on Loans. plus
 plus
  Default Interest.
 Alternate Rate of Interest.




---



##### 



34 Termination and Reduction of Commitments.
 provided however
 Conversion and Continuation of Borrowings.
 pro rata




---



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35     Prepayment. provided however




---



##### 



36




Reserve Requirements; Change in Circumstances.






---



##### 



37  provided provided
 provided provided further
 Change in Legality.




---



##### 



38     Indemnity. Breakage
Event




---



##### 



39 provided
 Pro Rata Treatment. pro rata pro rata
 Sharing of Setoffs. provided however




---



##### 



40  Payments.




---



##### 



41 Taxes. provided




---



##### 



42




Assignment of Commitments Under Certain Circumstances; Duty to
Mitigate. provided plus provided
further






---



##### 



43   Representations and Warranties
  Organization; Powers.
 Authorization. Transactions




---



##### 



44  Enforceability.
 Governmental Approvals.
 Financial Statements.
 No Material Adverse Effect; No Default.
  Title to Properties; Possession Under Leases.




---



##### 



45 Subsidiaries. Schedule 3.08 Schedule 3.08
 Litigation; Compliance with Laws.
   Agreements.




---



##### 



46 Federal Reserve Regulations.
  Investment Company Act.
 Use of Proceeds.
 Tax Returns.
 No Material Misstatements. provided
 Employee Benefit Plans.




---



##### 



47 Environmental Matters. Schedule 3.17
 Properties
     Insurance. Schedule 3.18




---



##### 



48  Pledge Agreement.
 Labor Matters.
 Solvency.




---



##### 



49  Conditions of Lending
  All Credit Events. Credit Event
     Effective Date.




---



##### 



50 Exhibit G-1 Exhibit G-2 Exhibit G-3




---



##### 



51       Affirmative Covenants




---



##### 



52 Existence; Businesses and Properties.
  Obligations and Taxes. provided however
 Financial Statements, Reports, etc.




---



##### 



53




---



##### 



54  Litigation and Other Notices.
    Employee Benefits.
 Maintaining Records; Access to Properties and Inspections. provided




---



##### 



55 Use of Proceeds.
 Compliance with Environmental Laws. provided however
 Compliance with Laws.
 Further Assurances.
  Negative Covenants
  Indebtedness.
 Schedule 6.01




---



##### 



56       provided pro forma
 provided , however
 Liens.




---



##### 



57  Schedule 6.02 provided
  provided
      provided




---



##### 



58      Sale and Lease-Back Transactions. provided however
 Investments, Loans and Advances.
 Schedule 6.04(a)




---



##### 



59       provided
 Mergers, Consolidations, Sales of Assets and Acquisitions.




---



##### 



60 pro forma pro
forma provided however
 Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay
Dividends.




---



##### 



61 provided however provided provided
  Transactions with Affiliates.




---



##### 



62  Business of Borrower and Subsidiaries.
 Fiscal Year.
 Leverage Ratio.
 Consolidated Interest Expense Coverage Ratio.
 Consolidated Net Worth.
 Amendment of Material Documents.
 Prepayments, Redemptions and Repurchases of Debt.




---



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63   Events of Default
 Events of Default




---



##### 



64




---



##### 



65     The Administrative Agent and the Collateral Agent
 Administrative Agent




---



##### 



66




---



##### 



67




---



##### 



68 provided
   Miscellaneous
 Notices.
   Schedule 2.01
 Schedule 2.01




---



##### 



69 provided
 Survival of Agreement.
 Binding Effect.
 Successors and Assigns.
 provided however




---



##### 



70




---



##### 



71  Register prima facie
  provided however provided




---



##### 



72  provided
 provided
 Granting
Lender SPC provided




---



##### 



73   Expenses; Indemnity.
 Indemnitee




---



##### 



74 provided
  Right of Setoff. provided
 APPLICABLE LAW.




---



##### 



75  Waivers; Amendments.




---



##### 



76 Interest Rate Limitation. Charges Maximum Rate
 Entire Agreement.
 WAIVER OF JURY TRIAL.
 Severability.




---



##### 



77  Counterparts.
 Headings.
 Jurisdiction; Consent to Service of Process.
   Confidentiality; Material Non-Public Information.




---



##### 



78 provided however Information




---



##### 



79  Releases of Guarantors and Collateral.
 Release Conditions
 Release Date




---



##### 



80     Patriot Act. Patriot Act
 No Fiduciary Duty.
 Waiver of Notice Period in connection with Termination of the Commitments
under the Existing Credit Agreement.




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##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
KING PHARMACEUTICALS, INC.,By:
    /s/ Brian A. MarkisonName:
    Brian A. MarkisonTitle:
    President & Chief Executive Officer




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##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
individually and as Administrative AgentBy:
    /s/ Phillip HoName:
    Phillip HoTitle:
    Director By:
    /s/ Shaheen MalikName:
    Shaheen MalikTitle:
    Associate




---



##### 



By
    
    /s/ Richard L. Tavrow
    
    /s/
    
    David B. JulieName: Richard L. Tavrow
Title: Director
Banking Products
Services, US
    
    
    
    David B. Julie
Associate Director
Banking Products
Services, US




---



##### 



Lender Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
Name of Institution:UBS Loan Finance LLCBy:
    /s/ Richard L. TavrowName:
    Richard L. TavrowTitle:
    Director
Banking Products
Services, US For any Institution requiring a second signature line:By:
    /s/ David B. JulieName:
    David B. JulieTitle:
    Associate Director
Banking Products
Services, US




---



##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
CITIGROUP GLOBAL MARKETS INC., individually
and as Co-Documentation Agent,By:
    /s/ Thomas HackettName:
    Thomas Hackett, DirectorTitle:
    Citigroup  Atlanta




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##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
BANK OF AMERICA, NA, individually and as Co-Syndication Agent,By:
    /s/ Gabriela B. MillhornName:
    Gabriela B. MillhornTitle:
    Senior Vice President




---



##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
WACHOVIA BANK, NATIONAL ASSOCIATION,
individually and as Co-Documentation Agent,By:
    /s/ Jeanette GriffinName:
    Jeanette GriffinTitle:
    Director




---



##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
THE ROYAL BANK OF SCOTLAND PLC, individually
and as Co-Documentation Agent,By:
    /s/ Iain StewartName:
    Iain SewartTitle:
    Managing Director




---



##### 



Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
U.S. BANK NATIONAL ASSOCIATION, individually
and as Managing Agent,By:
    /s/ Thomas A. HeokmanName:
    Thomas A. HeokmanTitle:
    Vice President




---



##### 



Lender Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
Name of Institution:JPMORGAN CHASE BANK, N.A.By:
    /s/ Stephanie ParkerName:
    Stephanie ParkerTitle:
    Executive Director For any Institution requiring a second signature line:By:Name:Title:




---



##### 



Lender Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
Name of Institution:First Tennessee Bank National AssociationBy:
    /s/ Freddie H. MaloneName:
    Freddie H. MaloneTitle:
    Vice President For any Institution requiring a second signature line:By:
    Not RequiredName:Title:




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##### 



Lender Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
Name of Institution:Bank Hapoalim B.M.By:
    /s/ Charles McLaughlinName:
    Charles McLaughlinTitle:
    Senior Vice President For any Institution requiring a second signature line:By:
    /s/ James P. SurlessName:
    James P. SurlessTitle:
    Vice President




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##### 



Lender Signature Page to King Pharmaceuticals, Inc.
2007 Credit Agreement
Name of Institution:Chang Hwa Commerical Bank, Ltd., New York BranchBy:
    /s/ Jim C.Y. ChenName:
    Jim C.Y. ChenTitle:
    VP & General Manager For any Institution requiring a second signature line:By:Name:Title: