EX-10.28



 






Exhibit
99.2



EXECUTION
COPY




AMENDMENT NO. 1




Dated as of March 26, 2007




to




CREDIT AGREEMENT




Dated as of July 24, 2006




          THIS AMENDMENT NO. 1 (“Amendment”) is made as of March 26, 2007 (the “Effective
Date”) by and among Mylan Laboratories, Inc., a Pennsylvania corporation (the
“Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan
Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”),
under that certain Credit Agreement dated as of July 24, 2006 by and among the Borrower, the
Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings given to them in the Credit Agreement.




          WHEREAS, the Borrower has requested that certain modifications be made to the Credit
Agreement;




          WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby
agree to the following amendments to the Credit Agreement.




          1. Amendments to Credit Agreement. Effective as of the Effective Date but subject to
the satisfaction of the conditions precedent set forth in Section 2 below, the Credit
Agreement is hereby amended as follows:




          (a) Section 1.01 of the Credit Agreement is hereby amended to delete “and” immediately
preceding clause (ix) of the definition of “Consolidated EBITDA” set forth in such Section
1.01 and substitute “,” in lieu thereof and insert a new clause (x) immediately following
clause (ix) as follows (and redesignating the existing clauses (x) and (xi) as “(xi)” and “(xii)”,
respectively):




          and (x) without duplication, income of any non-wholly owned Subsidiaries




          (b) Section 1.01 of the Credit Agreement is hereby amended to delete the reference to
“such amount of” immediately preceding the word “Dollars” in clause (ii) of the definition of
“Dollar Amount” set forth in such Section 1.01.




 









 








          (c) Section 1.01 of the Credit Agreement is hereby amended to insert the following new
definition in the appropriate alphabetical order:





     “Material Acquisition” means any acquisition or investment for which the
aggregate cash consideration paid or otherwise delivered in connection therewith (including
the principal amount of any Indebtedness issued as deferred purchase price) plus the
aggregate amount of transaction costs and expenses incurred in connection therewith plus the
aggregate principal amount of all Indebtedness or other liabilities otherwise repaid,
retired or otherwise satisfied, or incurred or assumed in connection with, or resulting
from, such acquisition or investment (including Indebtedness of any acquired Persons
outstanding at the time of the applicable acquisition or investment) exceeds $300,000,000,
all of the foregoing being subject to Schedule 1.01C.



          (d) Section 1.01 of the Credit Agreement is hereby amended to delete the word “that”
contained in the first line of the definition of “Permitted Acquisition” set forth in such
Section 1.01 substitute “so long as” in lieu thereof.




          (e) Section 1.01 of the Credit Agreement is hereby amended to insert “(giving effect,
if necessary, to the increase in the permitted maximum Consolidated Leverage Ratio in connection
with a Material Acquisition set forth in Section 6.07(b) on the date of such Acquisition)”
immediately following the reference to “covenants contained in Section 6.07” contained in the
definition of “Permitted Acquisition” set forth in such Section 1.01.




          (f) Section 1.01 of the Credit Agreement is hereby amended to restate the definitions
of “Senior Note Indenture” and “Senior Notes” in their entirety as follows:





     “Senior Note Indenture” means any Indenture entered into by the Borrower and
certain of its Subsidiaries in connection with the issuance of any Senior Notes, together
with all instruments and other agreements entered into by the Borrower or such Subsidiaries
in connection therewith, as the same may be amended, supplemented or otherwise modified from
time to time.




     “Senior Notes” means (i) the 5 3/4% senior unsecured notes due 2010 (the
“2010 Notes”) and the 6 3/8% senior unsecured notes due 2015 of the Borrower issued
on July 21, 2005 pursuant to a Senior Note Indenture or any supplement thereto, and any
notes issued in exchange therefor pursuant to the exchange offer contemplated by the
offering memorandum, (ii) the 1.25% senior convertible notes of the Borrower due 2012 issued
on March 7, 2007 pursuant to a Senior Note Indenture or any supplement thereto and (iii) any
other unsecured debt securities which do not have a final maturity that is earlier than the
final maturity of the 2010 Notes or a Weighted Average Life to Maturity that is shorter than
the Weighted Average Life to Maturity of the 2010 Notes.



          (g) Section 2.04 of the Credit Agreement is hereby amended to move the “(a)”
designating the beginning of clause (a) therein to immediately precede the phrase “each
Eurocurrency Borrowing” in the second line thereof.




          (h) Section 2.04 of the Credit Agreement is hereby further amended to delete




2









 







the reference to “last Business Day of each calendar month” therein and substitute “last
Business Day of each calendar quarter” in lieu thereof.




          (i) Section 2.06(b) of the Credit Agreement is hereby amended to insert a new sentence
immediately following the first sentence thereof as follows:





     The Issuing Bank shall promptly notify the Administrative Agent of, and the
Administrative Agent shall in turn promptly furnish to the Lenders notice of, any such
issuance.



          (j) Section 2.20 of the Credit Agreement is hereby amended to insert “(giving effect,
if necessary, to the increase in the permitted maximum Consolidated Leverage Ratio in connection
with a Material Acquisition set forth in Section 6.07(b) on the date of such Acquisition)”
immediately following the reference to “(iii) the Borrower and its Subsidiaries shall be in
compliance, calculated on a Pro Forma Basis” contained in such Section 2.20.




          (k) Section 3.01 of the Credit Agreement is hereby amended to restate the third
sentence thereof in its entirety as follows:





     “All of the outstanding shares of capital stock and other equity interests, to the
extent owned by the Borrower or any Subsidiary, of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such shares and other equity interests
indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned,
beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens,
other than Liens permitted by Section 6.02.”



          (l) Section 5.01 of the Credit Agreement is hereby amended to insert to the following
immediately after clause (h) thereof:





     Financial statements and other information required to be delivered pursuant to
Sections 5.01(a), 5.01(b) and 5.01(f) shall be deemed to have been delivered if such
statements and information shall have been posted by the Borrower on its website or shall
have been posted on Intralinks or similar site to which all of the Lenders have been granted
access.



          (m) Section 5.06 of the Credit Agreement is amended to restate the first sentence
thereof as follows:





     The Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries in conformity with GAAP, if
applicable, or (in the case of a Subsidiary that is not a Domestic Subsidiary) other local
accounting standards, if applicable, and requirements of applicable law are made of all
dealings and transactions in relation to its business and activities.



          (n) Section 6.01(c) of the Credit Agreement is hereby amended to delete the reference
to “any Subsidiary this is not a Loan Party” therein and substitute “any Subsidiary that is not a
Loan Party” in lieu thereof.




3









 








          (o) Section 6.01(n) of the Credit Agreement is hereby amended to insert “(giving
effect, if necessary, to the increase in the permitted maximum Consolidated Leverage Ratio in
connection with a Material Acquisition set forth in Section 6.07(b) on the date of such
Acquisition)” immediately following the reference to “covenants set forth in Section 6.07”
contained in such Section 6.01(n).




          (p) Section 6.01 of the Credit Agreement is hereby amended to redesignate clause (q)
as clause (r) and to insert a new clause (q) therein as follows:





     (q) Indebtedness of Euro Mylan B.V. (or another European subsidiary of the Borrower
designated by the Borrower and reasonably acceptable to the Administrative Agent) under a
certain credit and guarantee agreement, dated as of March 26, 2007, by and among the
Borrower, Euro Mylan B.V., the lenders party thereto and JPMorgan Chase Bank, National
Association as administrative agent thereunder, as amended, restated, supplemented and
otherwise modified from time to time; and



          (q) Section 6.01(r) of the Credit Agreement is hereby amended to insert “(giving
effect, if necessary, to the increase in the permitted maximum Consolidated Leverage Ratio in
connection with a Material Acquisition set forth in Section 6.07(b) on the date of such
Acquisition)” immediately following the reference to “the Borrower and the Subsidiaries are in
compliance on a Pro Forma Basis” contained in such Section 6.01(r).




          (r) Section 6.03(a) of the Credit Agreement is hereby amended to insert “(it being
understood and agreed that a Loan Party shall not be merged with, and shall not dispose all or
substantially all of its Property to, a Person organized in a jurisdiction located outside of the
United States of America)” at the end of clause (ii) thereof.




          (s) Section 6.04 of the Credit Agreement is hereby amended to insert “(giving effect,
if necessary, to the increase in the permitted maximum Consolidated Leverage Ratio in connection
with a Material Acquisition set forth in Section 6.07(b) on the date of such Acquisition)”
immediately following the reference to “the Borrower and the Subsidiaries are in compliance on a
Pro Forma Basis” contained in such Section 6.04.




          (t) Section 6.07(b) of the Credit Agreement is hereby amended and restated in its
entirety as follows:





     (b) Maximum Consolidated Leverage Ratio. The Borrower will not permit the
Consolidated Leverage Ratio, determined as of the end of each of its fiscal quarters ending
for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal
quarter, to be greater than 3.5 to 1.0; provided that if the Borrower has
consummated a Material Acquisition and at the end of the fiscal quarter in which such
Material Acquisition was consummated (such quarter, the “Trigger Quarter”) the
Consolidated Leverage Ratio is (or, if calculated on a Pro Forma Basis, would be) greater
than 3.5 to 1.0, then the Consolidated Leverage Ratio may be greater than 3.5 to 1.0 but
less than or equal to 4.5 to 1.0 for the Trigger Quarter and for the seven (7) fiscal
quarters immediately following the Trigger Quarter (such eight-quarter period, the “Covenant
Holiday”); provided, further, that in the event the Borrower consummates
another



4









 







Material Acquisition during the Covenant Holiday, such subsequent Material Acquisition
will not give rise to another Trigger Quarter and Covenant Holiday unless the Borrower’s
Consolidated Leverage Ratio prior to such subsequent Material Acquisition shall have been
reduced back down to 3.5 to 1.0 or less for at least one fiscal quarter. Notwithstanding
anything contained in this Section to the contrary, the Borrower will not permit the
Consolidated Leverage Ratio to be greater than 4.0 to 1.0 for the final two (2) fiscal
quarters prior to the Term Loan Maturity Date (as defined in that certain Credit and
Guarantee Agreement dated as of March 26, 2007 among the Borrower, Euro Mylan B.V., the
lenders from time to time party thereto and JPMorgan Chase Bank, National Association as
administrative agent, as such agreement may be amended, restated, or otherwise modified from
time to time).



          (u) A new Section 6.08 is hereby added to the Credit Agreement immediately following
the existing Section 6.07, and such Section 6.08 shall read as follows:





          SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes any condition
upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist
any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to holders of its Equity Interests or to make
or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Subsidiary; provided that the foregoing shall not
apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii)
restrictions and conditions existing on the date hereof (but shall apply to any extension or
renewal of, or any amendment or modification, in each case, which expands the scope of, any
such restriction or condition), (iii) customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary or any of its assets pending such sale,
provided such restrictions and conditions apply only to the Subsidiary or assets that is to
be sold and such sale is not prohibited hereunder, (iv) customary restrictions and
conditions contained in agreements relating to a Permitted Receivables Facility or the sale
of a Subsidiary pending such sale, provided such restrictions and conditions apply only to
the Subsidiary that is to be sold and such sale is not prohibited hereunder, (v) agreements
binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower,
(vi) restrictions set forth in Indebtedness of a Subsidiary that is not a Subsidiary
Guarantor which is permitted by this Agreement, (vii) agreements that are customary
provisions in joint venture agreements and other similar agreements applicable to joint
ventures, (vii) restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Indebtedness, (viii) customary provisions in leases,
subleases, licenses, sublicenses or permits so long as such restrictions relate only to the
property subject thereto, (ix) customary provisions in leases restricting the assignment or
subletting thereof, (x) customary provisions restricting assignment or transfer of any
contract entered into in the ordinary course of business or otherwise permitted hereunder,
(xi) restrictions or conditions on Liens set forth in any Indebtedness permitted by this
Agreement but solely to the extent any such restrictions or conditions expressly permit
Liens for the benefit of the Lenders with respect to credit facilities



5









 







established under this Agreement and the Obligations under the Loan Documents, and
other similar senior credit facilities and related obligations, in each case on a senior
basis and (xii) restrictions or conditions set forth in that certain Credit and Guarantee
Agreement dated as of March 26, 2007 among the Borrower, Euro Mylan B.V., the lenders from
time to time party thereto and JPMorgan Chase Bank, National Association as administrative
agent, as such agreement may be amended, restated, or otherwise modified from time to time.



          (v) Schedules 1.01A, 2.03, 3.01, 3.06, 6.01,
6.02 and 6.05 of the Credit Agreement are hereby amended and restated in its
entirety as set forth on Exhibit A hereto.




          (w) A new Schedule 1.01C is hereby inserted into the Credit Agreement as set forth on
Exhibit B hereto.




          2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the
conditions precedent that the Administrative Agent shall have received (i) counterparts of this
Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent and (ii)
counterparts of the Consent and Reaffirmation attached hereto as Exhibit C duly executed by
the Subsidiary Guarantors.




          3. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants as follows:




          (a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and
binding obligations of the Borrower and are enforceable against the Borrower in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.




          (b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default
shall have occurred and be continuing and (ii) the representations and warranties of the Borrower
set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects
as of the date hereof, except where any such representation and warranty is expressly made as of a
specific earlier date, in which case such representation and warranty shall be true and correct in
all material respects as of any such earlier date.




          4. Reference to and Effect on the Credit Agreement.




          (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as
amended hereby.




          (b) Except as specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders,





6









 







nor constitute a waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.




          5. Governing Law. This Amendment shall be construed in accordance with and governed
by the law of the State of New York.




          6. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.




          7. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.




[Signature Pages Follow]




7









 





          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.




	 	 	 	 	 
	 	 	MYLAN LABORATORIES, INC.,
	 	 	as the Borrower
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Edward Borkowski
	 

	 	 	 	 
	 	 	Name: Edward Borkowski
	 	 	Title: Chief Financial Officer






Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.




 









 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
	 	 	NATIONAL ASSOCIATION,
	 	 	individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Helene Sprung
	 

	 	 	 	 
	 	 	Name: Helene Sprung
	 	 	Title: Senior Vice President





 Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.




 









 






	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL CORPORATION,
	 	 	individually as a Lender and as Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. O’Brien
	 

	 	 	 	 
	 	 	Name: Michael E. O’Brien
	 	 	Title: Vice President





 Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.




 









 






	 	 	 	 	 
	 	 	BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
	 	 	individually as a Lender and as Co-Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Schaffer
	 

	 	 	 	 
	 	 	Name: Scott Schaffer
	 	 	Title: Authorized Signatory





Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	CITIBANK, N.A.,
	 	 	individually as a Lender and as Co-Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Floyd
	 

	 	 	 	 
	 	 	Name: Mark Floyd
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 	individually as a Lender and as Co-Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas A. Majeski
	 

	 	 	 	 
	 	 	Name: Thomas A. Majeski
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Clifford A. Mull
	 

	 	 	 	 
	 	 	Name: Clifford A. Mull
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John M. Lokay
	 

	 	 	 	 
	 	 	Name: John M. Lokay, Jr.
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	NATIONAL CITY BANK,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Susan J. Dimmick
	 

	 	 	 	 
	 	 	Name: Susan J. Dimmick
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	SUNTRUST BANK,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Helen C. Hartz
	 

	 	 	 	 
	 	 	Name: Helen C. Hartz
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	FIFTH THIRD BANK,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim Janovsky
	 

	 	 	 	 
	 	 	Name: Jim Janovsky
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	HUNTINGTON NATIONAL BANK,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John M. Luehmann
	 

	 	 	 	 
	 	 	Name: John M. Luehmann
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	COMERICA BANK,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Erica M. Krzeminski
	 

	 	 	 	 
	 	 	Name: Erica M. Krzeminski
	 	 	Title: Account Officer




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas C. Lillis
	 

	 	 	 	 
	 	 	Name: Thomas C. Lillis
	 	 	Title: Vice President




Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.





 









 






	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,
	 	 	individually as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Tschida
	 

	 	 	 	 
	 	 	Name: Michael Tschida
	 	 	Title: Vice President






Signature Page to Amendment No. 1 to

Credit Agreement dated as of July 24, 2006

Mylan Laboratories, Inc.




 









 









EXHIBIT A




SCHEDULE 1.01A




APPLICABLE RATE




     The Applicable Rate means, for any day, with respect to any Eurocurrency Revolving Loan, or
with respect to the facility fees payable hereunder, as the case may be, the applicable rate per
annum set forth below under the caption “Eurocurrency Spread” or “Facility Fee Rate”, as the case
may be, based upon the Leverage Ratio applicable on such date:



	 	 	 	 	 	 	 	 	 
	 	 	Eurocurrency	 	Facility Fee
	Leverage Ratio:	 	Spread	 	Rate
	Category 1: £ 1.00x
	 	 	0.40	%	 	 	0.100	%
	Category 2: > 1.00x but £ 2.00x
	 	 	0.50	%	 	 	0.125	%
	Category 3: > 2.00x but £ 3.00x
	 	 	0.60	%	 	 	0.150	%
	Category 4: > 3.00x but £ 3.50x
	 	 	0.70	%	 	 	0.175	%
	Category 5: > 3.50x but £ 4.00x
	 	 	0.80	%	 	 	0.200	%
	Category 6: > 4.00x
	 	 	1.00	%	 	 	0.250	%






     For purposes of the foregoing,




     (i) if at any time the Borrower fails to deliver the Financials on or before the date
the Financials are due, Category 6 shall be deemed applicable for the period commencing five
(5) Business Days after the required date of delivery and ending on the date which is five
(5) Business Days after the Financials are actually delivered, after which the Category
shall be determined in accordance with the table above as applicable;




     (ii) except as otherwise provided in clause (iii) below, adjustments, if any, to the
Category then in effect shall be effective five (5) Business Days after the Administrative
Agent has received the applicable Financials (it being understood and agreed that each
change in Category shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the next such
change).



 









 





EXHIBIT C




CONSENT AND REAFFIRMATION




     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1
to the Credit Agreement dated as of July 24, 2006 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among
Mylan Laboratories, Inc., a Delaware corporation (the “Borrower”) the Lenders and JPMorgan
Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”),
which Amendment No. 1 is dated as of March 26, 2007 and is by and among the Borrower, the financial
institutions listed on the signature pages thereof and the Administrative Agent (the
“Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined
herein shall have the meanings given to them in the Credit Agreement. Without in any way
establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned
consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any
other Loan Document executed by it and acknowledges and agrees that the Subsidiary Guaranty and
each and every such Loan Document executed by the undersigned in connection with the Credit
Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All
references to the Credit Agreement contained in the above-referenced documents shall be a reference
to the Credit Agreement as so modified by the Amendment and as the same may from time to time
hereafter be amended, modified or restated.



Dated March 26, 2007




[Signature Pages Follow]




 









 





     IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of the day and
year above written.



	 	 	 	 	 
	BERTEK INTERNATIONAL, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MLRE LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ David L. Kennedy
 
	 	 
	Name: David L. Kennedy	 	 
	Title: Manager	 	 
	 
	 	 	 	 
	MYLAN BERTEK PHARMACEUTICALS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MYLAN INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MYLAN PHARMACEUTICALS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	UDL LABORATORIES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MYLAN HOLDING INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MP AIR, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MYLAN CARIBE, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MYLAN INTERNATIONAL HOLDINGS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary	 	 
	 
	 	 	 	 
	MYLAN TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kristin A. Kolesar
 
	 	 
	Name: Kristin A. Kolesar	 	 
	Title: Secretary