Exhibit 10.35

CREDIT AGREEMENT

among

FIRST HORIZON PHARMACEUTICAL CORPORATION,
VARIOUS LENDERS,

and

LASALLE BANK NATIONAL ASSOCIATION,
as ADMINISTRATIVE AGENT

Dated as of February 11, 2003

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TABLE OF CONTENTS

|           |  |                                                                                                                                                                                                                    |  | PAGE
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|SECTION 1. |  | Amount and Terms of Credit                                                                                                                                                                                         |  | 1   
|1.1.       |  | The Commitment                                                                                                                                                                                                     |  | 1   
|1.2.       |  | Minimum Amount of Each Borrowing                                                                                                                                                                                   |  | 1   
|1.3.       |  | Notice of Borrowing                                                                                                                                                                                                |  | 1   
|1.4.       |  | Disbursement of Funds                                                                                                                                                                                              |  | 2   
|1.5.       |  | Notes                                                                                                                                                                                                              |  | 2   
|1.6.       |  | Conversions                                                                                                                                                                                                        |  | 3   
|1.7.       |  | Pro Rata Borrowings                                                                                                                                                                                                |  | 3   
|1.8.       |  | Interest                                                                                                                                                                                                           |  | 4   
|1.9.       |  | Interest Periods                                                                                                                                                                                                   |  | 4   
|1.10.      |  | Increased Costs, Illegality, etc.                                                                                                                                                                                  |  | 5   
|1.11.      |  | Compensation                                                                                                                                                                                                       |  | 7   
|1.12.      |  | Change of Lending Office                                                                                                                                                                                           |  | 7   
|1.13.      |  | Replacement of Lenders                                                                                                                                                                                             |  | 7   
|SECTION 2. |  | Letters of Credit                                                                                                                                                                                                  |  | 8   
|2.1.       |  | Letters of Credit                                                                                                                                                                                                  |  | 8   
|2.2.       |  | Maximum Letter of Credit Outstandings; Final Maturities                                                                                                                                                            |  | 9   
|2.3.       |  | Letter of Credit Requests; Minimum Stated Amount                                                                                                                                                                   |  | 9   
|2.4.       |  | Letter of Credit Participations                                                                                                                                                                                    |  | 10  
|2.5.       |  | Agreement to Repay Letter of Credit Drawings                                                                                                                                                                       |  | 11  
|2.6.       |  | Increased Costs                                                                                                                                                                                                    |  | 12  
|SECTION 3. |  | Fees; Reductions of Commitment                                                                                                                                                                                     |  | 13  
|3.1.       |  | Fees                                                                                                                                                                                                               |  | 13  
|3.2.       |  | Voluntary Termination of Unutilized Loan Commitment                                                                                                                                                                |  | 13  
|3.3.       |  | Mandatory Reduction of Commitment                                                                                                                                                                                  |  | 14  
|SECTION 4. |  | Prepayments; Payments; Taxes                                                                                                                                                                                       |  | 14  
|4.1.       |  | Voluntary Prepayments                                                                                                                                                                                              |  | 14  
|4.2.       |  | Mandatory Repayments                                                                                                                                                                                               |  | 15  
|4.3.       |  | Method and Place of Payment                                                                                                                                                                                        |  | 17  
|4.4.       |  | Net Payments                                                                                                                                                                                                       |  | 17  
|SECTION 5. |  | Conditions Precedent to Credit Events on the Initial Borrowing Date                                                                                                                                                |  | 19  
|5.1.       |  | Effective Date; Notes                                                                                                                                                                                              |  | 19  
|5.2.       |  | Officer's Certificate                                                                                                                                                                                              |  | 19  
|5.3.       |  | Opinions of Counsel                                                                                                                                                                                                |  | 19  
|5.4.       |  | Corporate Documents; Proceedings; etc                                                                                                                                                                              |  | 20  
|5.5.       |  | Employee Benefit Plans; Shareholders' Agreements; Management Agreements; Employment Agreements; Non-Compete Agreements; Collective Bargaining Agreements; Tax Sharing Agreements; Existing Indebtedness
Agreements |  | 20  
|5.6.       |  | Adverse Change; Approvals                                                                                                                                                                                          |  | 21  
|5.7.       |  | Litigation                                                                                                                                                                                                         |  | 21  
|5.8.       |  | Subsidiaries Guaranty                                                                                                                                                                                              |  | 21  
|5.9.       |  | Security Agreement                                                                                                                                                                                                 |  | 21  
|5.10.      |  | Pledge Agreement                                                                                                                                                                                                   |  | 22  
|           |  |                                                                                                                                                                                                                    |  |     

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|5.11.      |  | Business                                                                                                     |  | 22
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|5.12.      |  | Corporate and Capital Structure                                                                              |  | 22
|5.13.      |  | Insurance Certificates                                                                                       |  | 22
|5.14.      |  | Fees, etc                                                                                                    |  | 22
|5.15.      |  | Borrowing Base                                                                                               |  | 22
|5.16.      |  | Releases                                                                                                     |  | 22
|5.17.      |  | Master Letter of Credit Agreement                                                                            |  | 23
|SECTION 6. |  | Conditions Precedent to All Credit Events                                                                    |  | 23
|6.1.       |  | Default; Representations and Warranties                                                                      |  | 23
|6.2.       |  | Notice of Borrowing; Letter of Credit Request                                                                |  | 23
|SECTION 7. |  | Representations, Warranties and Agreements                                                                   |  | 23
|7.1.       |  | Organizational Status                                                                                        |  | 23
|7.2.       |  | Power and Authority                                                                                          |  | 24
|7.3.       |  | No Violation                                                                                                 |  | 24
|7.4.       |  | Approvals                                                                                                    |  | 24
|7.5.       |  | Financial Statements; Financial Condition; Undisclosed Liabilities                                           |  | 24
|7.6.       |  | Litigation                                                                                                   |  | 25
|7.7.       |  | True and Complete Disclosure                                                                                 |  | 25
|7.8.       |  | Use of Proceeds; Margin Regulations                                                                          |  | 26
|7.9.       |  | Tax Returns and Payments                                                                                     |  | 26
|7.10.      |  | Compliance with ERISA                                                                                        |  | 26
|7.11.      |  | The Security Documents                                                                                       |  | 27
|7.12.      |  | Properties                                                                                                   |  | 27
|7.13.      |  | Capitalization                                                                                               |  | 27
|7.14.      |  | Subsidiaries                                                                                                 |  | 28
|7.15.      |  | Compliance with Statutes, etc                                                                                |  | 28
|7.16.      |  | Investment Company Act                                                                                       |  | 28
|7.17.      |  | Public Utility Holdings Company Act                                                                          |  | 28
|7.18.      |  | Environmental Matters                                                                                        |  | 28
|7.19.      |  | Labor Relations                                                                                              |  | 29
|7.20.      |  | Intellectual Property, etc                                                                                   |  | 29
|7.21.      |  | Indebtedness                                                                                                 |  | 29
|7.22.      |  | Insurance                                                                                                    |  | 29
|7.23.      |  | Representations and Warranties in Other Documents                                                            |  | 29
|7.24.      |  | Legal Names; Type of Organization (and Whether a Registered Organization); Jurisdiction of Organization, etc |  | 29
|SECTION 8. |  | Affirmative Covenants                                                                                        |  | 30
|8.1.       |  | Information Covenants                                                                                        |  | 30
|8.2.       |  | Books, Records and Inspections; Annual Meetings                                                              |  | 32
|8.3.       |  | Maintenance of Property; Insurance                                                                           |  | 33
|8.4.       |  | Existence; Franchises                                                                                        |  | 34
|8.5.       |  | Compliance with Statutes, etc                                                                                |  | 34
|8.6.       |  | Compliance with Environmental Laws                                                                           |  | 34
|8.7.       |  | ERISA                                                                                                        |  | 35
|8.8.       |  | End of Fiscal Years; Fiscal Quarters                                                                         |  | 36
|8.9.       |  | Performance of Obligations                                                                                   |  | 36
|8.10.      |  | Payment of Taxes                                                                                             |  | 36
|           |  |                                                                                                              |  |   

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|8.11.       |  | Use of Proceeds                                                                                                      |  | 36
|----------- |  | -------------------------------------------------------------------------------------------------------------------- |  | --
|8.12.       |  | Additional Security; Further Assurances, etc                                                                         |  | 36
|8.13.       |  | Ownership of Subsidiaries; etc                                                                                       |  | 37
|8.14.       |  | Corporate Separateness                                                                                               |  | 37
|8.15.       |  | Landlord Waivers                                                                                                     |  | 37
|8.16.       |  | Pledge Agreement Collateral                                                                                          |  | 37
|SECTION 9.  |  | Negative Covenants                                                                                                   |  | 38
|9.1.        |  | Liens                                                                                                                |  | 38
|9.2.        |  | Consolidation, Merger, Purchase or Sale of Assets, etc                                                               |  | 39
|9.3.        |  | Dividends                                                                                                            |  | 40
|9.4.        |  | Indebtedness                                                                                                         |  | 41
|9.5.        |  | Advances, Investments and Loans                                                                                      |  | 41
|9.6.        |  | Transactions with Affiliates                                                                                         |  | 42
|9.7.        |  | Capital Expenditures                                                                                                 |  | 42
|9.8.        |  | Consolidated Interest Coverage Ratio                                                                                 |  | 42
|9.9.        |  | Minimum Consolidated EBITDA                                                                                          |  | 42
|9.10.       |  | Leverage Ratio                                                                                                       |  | 42
|9.11.       |  | Fixed Charge Coverage Ratio                                                                                          |  | 43
|9.12.       |  | Modification of Certificate of Incorporation, By-Laws and Certain Other Agreements, etc                              |  | 43
|9.13.       |  | Limitation on Certain Restrictions on Subsidiaries                                                                   |  | 43
|9.14.       |  | Limitation on Issuance of Capital Stock                                                                              |  | 44
|9.15.       |  | Business; etc                                                                                                        |  | 44
|9.16.       |  | Limitation on Creation of Subsidiaries                                                                               |  | 44
|9.17.       |  | Change of Legal Names; Type of Organization (and Whether a Registered Organization; Jurisdiction of Organization etc |  | 44
|SECTION 10. |  | Events of Default                                                                                                    |  | 45
|10.1.       |  | Payments                                                                                                             |  | 45
|10.2.       |  | Representations, etc                                                                                                 |  | 45
|10.3.       |  | Covenants                                                                                                            |  | 45
|10.4.       |  | Default Under Other Agreements                                                                                       |  | 45
|10.5.       |  | Bankruptcy, etc                                                                                                      |  | 45
|10.6.       |  | ERISA                                                                                                                |  | 46
|10.7.       |  | Security Documents                                                                                                   |  | 46
|10.8.       |  | Guaranties                                                                                                           |  | 46
|10.9.       |  | Judgments                                                                                                            |  | 46
|10.10.      |  | Change of Control                                                                                                    |  | 47
|10.11.      |  | Material Adverse Effect                                                                                              |  | 47
|10.12.      |  | Approvals                                                                                                            |  | 47
|10.13.      |  | Licenses                                                                                                             |  | 47
|10.14.      |  | Supply Agreements                                                                                                    |  | 47
|10.15.      |  | First Horizon International Financing                                                                                |  | 47
|SECTION 11. |  | Definitions and Accounting Terms                                                                                     |  | 48
|11.1.       |  | Defined Terms                                                                                                        |  | 48
|SECTION 12. |  | The Administrative Agent                                                                                             |  | 64
|12.1.       |  | Appointment                                                                                                          |  | 64
|            |  |                                                                                                                      |  |   

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|12.2.       |  | Nature of Duties                                                       |  | 64
|----------- |  | ---------------------------------------------------------------------- |  | --
|12.3.       |  | Lack of Reliance on the Administrative Agent                           |  | 64
|12.4.       |  | Certain Rights of the Administrative Agent                             |  | 65
|12.5.       |  | Reliance                                                               |  | 65
|12.6.       |  | Indemnification                                                        |  | 65
|12.7.       |  | The Administrative Agent in its Individual Capacity                    |  | 65
|12.8.       |  | Holders                                                                |  | 66
|12.9.       |  | Resignation by the Administrative Agent                                |  | 66
|SECTION 13. |  | Miscellaneous                                                          |  | 67
|13.1.       |  | Payment of Expenses, etc                                               |  | 67
|13.2.       |  | Right of Setoff                                                        |  | 68
|13.3.       |  | Notices                                                                |  | 68
|13.4.       |  | Benefit of Agreement Assignments; Participations                       |  | 68
|13.5.       |  | No Waiver; Remedies Cumulative                                         |  | 70
|13.6.       |  | Payments Pro Rata                                                      |  | 70
|13.7.       |  | Calculations; Computations                                             |  | 71
|13.8.       |  | GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL |  | 71
|13.9.       |  | Counterparts                                                           |  | 72
|13.10.      |  | Effectiveness                                                          |  | 72
|13.11.      |  | Headings Descriptive                                                   |  | 72
|13.12.      |  | Amendment or Waiver; etc                                               |  | 72
|13.13.      |  | Survival                                                               |  | 74
|13.14.      |  | Domicile of Loans                                                      |  | 74
|13.15.      |  | Register                                                               |  | 74
|13.16.      |  | Confidentiality                                                        |  | 74
|13.17.      |  | Restructuring of Assets                                                |  | 75

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|SCHEDULE I    |  | Commitment                                         
|------------- |  | ---------------------------------------------------
|SCHEDULE II   |  | Lender Addresses                                   
|SCHEDULE III  |  | Real Property                                      
|SCHEDULE IV   |  | Plans                                              
|SCHEDULE V    |  | Subsidiaries                                       
|SCHEDULE VI   |  | Legal Names/Types of Organization                  
|SCHEDULE VII  |  | Existing Indebtedness                              
|SCHEDULE VIII |  | Insurance                                          
|SCHEDULE IX   |  | Existing Liens                                     
|SCHEDULE X    |  | Existing Investments                               
|SCHEDULE XI   |  | Litigation                                         
|SCHEDULE XII  |  | Required Landlord Waivers                          
|EXHIBIT A-1   |  | Notice of Borrowing                                
|EXHIBIT A-2   |  | Notice of Conversion/Continuation                  
|EXHIBIT B     |  | Revolving Note                                     
|EXHIBIT C     |  | Letter of Credit Request                           
|EXHIBIT D     |  | Section 4.4(b)(ii) Certificate                     
|EXHIBIT E     |  | Opinion of Burke, Warren, MacKay & Serritella, P.C.
|EXHIBIT F     |  | Officers' Certificate                              
|EXHIBIT G     |  | Borrowing Base Certificate                         
|EXHIBIT H     |  | Security Agreement                                 
|EXHIBIT I     |  | Pledge Agreement                                   
|EXHIBIT J     |  | Compliance Certificate                             
|EXHIBIT K     |  | Assignment and Assumption Agreement                
|EXHIBIT L     |  | Subsidiaries Guaranty                              
|EXHIBIT M     |  | Joinder Agreement                                  

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CREDIT AGREEMENT, dated as of February     , 2003, among FIRST HORIZON PHARMACEUTICAL CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party hereto from
time to time and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity the "Administrative Agent"). All capitalized terms used herein and defined in Section 11 are used
herein as therein defined.

W I T N E S S E T H:

WHEREAS, subject to and upon the terms and conditions set forth herein the Lenders are willing to make available to the Borrower the credit facility provided for
herein;

NOW, THEREFORE, IT IS AGREED:

SECTION 1.AMOUNT AND TERMS OF CREDIT.

1.1.The Commitment.    Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving
Loan Commitment severally, but not jointly, agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or
revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option
of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all
Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not
exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the aggregate amount of all
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time
then outstanding, equals the lesser of the Revolving Loan Commitment of such Lender at such time and such Lender's RL Percentage of the Borrowing Base Amount.

1.2.Minimum Amount of Each Borrowing.    The aggregate principal amount of each Borrowing of Loans shall not be
less than the Minimum Borrowing Amount. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than five (5) Borrowings of Revolving Loans maintained
as Eurodollar Loans.

1.3.Notice of Borrowing.



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1.4.Disbursement of Funds.    No later than 12:00 Noon (Chicago time) on the date specified in each Notice of
Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 1.7) of each such Borrowing requested to be made on such date. All such
amounts will be made available in Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will make available to the Borrower at the Payment
Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Administrative Agent such Lender's portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding
amount. If the Administrative Agent shall have made such corresponding amount available to the Borrower, but such corresponding amount is not in fact made available to the Administrative Agent by such
Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to
(i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and
(ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 1.8. Nothing in this Section 1.4 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make
Loans hereunder.

1.5.Notes.



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1.6.Conversions.    The Borrower shall have the option, to convert, on any Business Day, all or a portion equal to
at least the Minimum Borrowing Amount of the outstanding principal amount of Loans made pursuant to one or more Borrowings of one or more Types of Loans into a Borrowing of another Type of Loan,
provided that, (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the
Loans being converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the
Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is
in existence on the date of the conversion and (iii) no conversion pursuant to this Section 1.6 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under
Section 1.2. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at the Notice Office prior to 12:00 Noon (Chicago time) at least three Business Days'
prior notice (each a "Notice of Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Loans were incurred and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt
notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the
outstanding principal amount of the Loans being converted.

1.7.Pro Rata Borrowings.    All Borrowings of Revolving Loans under this Agreement shall be incurred from the
Lenders pro rata on the basis of their Revolving Loan Commitments. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder
and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

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1.8.Interest.



1.9.Interest Periods.    At the time the Borrower gives any Notice of Borrowing or Notice of
Conversion/Continuation in respect of the making of or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (Chicago time) on the
third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period), the Borrower shall have the right to elect the
interest period (each an "Interest Period") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two or three month period, provided that (in each
case):



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If
upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be
applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such
current Interest Period.

1.10.Increased Costs, Illegality, etc.



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1.11.Compensation.    The Borrower agrees to compensate each Lender, upon its written request (which request shall
set forth in reasonable detail the basis for requesting such compensation), for all losses, expenses and liabilities (including, without, limitation, any loss, expense or liability incurred by reason
of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans but excluding loss of anticipated profits) which such Lender may sustain:
(i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of, or conversion from or into, or continuance of, Eurodollar Loans does not occur on a date
or in the amount specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a));
(ii) if any prepayment or repayment (including any prepayment or repayment made pursuant to Section 4.1, Section 4.2, or as a result of an acceleration of the Loans pursuant to
Section 10) or conversion of any of its Eurodollar Loans occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date or in the amount specified in a notice of prepayment given by the Borrower; or (iv) as a consequence of, (x) any other default by the Borrower to
repay Eurodollar Loans when required by the terms of this Agreement or the Note held by such Lender or (y) any election made pursuant to Section 1.10(b).

1.12.Change of Lending Office.    Each Lender agrees that on the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.6 or Section 4.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event, provided that such designation is made
on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of
such Section. Nothing in this Section 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 1.10, 2.6 and 4.4.

1.13.Replacement of Lenders.    (x) If any Lender becomes, a Defaulting Lender or otherwise defaults in its
obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.6 or
Section 4.4 with respect to any Lender which results in such Lender charging to the Borrower increased costs materially in excess of those being generally charged by the other Lenders or
(z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required
Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right, if no Default or Event of Default then exists (or, in the case of preceding clause (z),
will exist immediately after giving effect to such replacement), to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting
Lender at the time of such replacement (collectively, the "Replacement Lender") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, provided that (i) at
the time of any replacement pursuant to this Section 1.13, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.4(b) (and with
all fees payable pursuant to said Section 13.4(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement
Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitment and outstanding Loans of, and in each case participations in Letters of Credit by, the
Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Replaced Lender, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced

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Lender,
together with all then unpaid interest with respect thereto at such time, and (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to
Section 3.1, and (y) the Issuing Lender an amount equal to such Replaced Lender's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such
amount was not theretofore funded by such Replaced Lender to the Issuing Lender and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those
specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently
with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the
Replacement Lender, delivery to the Replacement Lender of the appropriate Note executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.6, 4.4, 12.6 and 13.1), which shall
survive as to such Replaced Lender.

SECTION 2.LETTERS OF CREDIT.

2.1.Letters of Credit.



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2.2.Maximum Letter of Credit Outstandings; Final Maturities.    Notwithstanding anything to the contrary contained
in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date
of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $3,000,000 or (y) when added to the aggregate principal amount of all Revolving
Loans then
outstanding would exceed the lesser of an amount equal to the Total Revolving Loan Commitment at such time and the Borrowing Base, and (ii) each Letter of Credit shall by its terms terminate
(x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby
Letter of Credit shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the tenth Business Day prior to the Revolving Loan Maturity Date, on terms
acceptable to the Issuing Lender) and (B) ten Business Days prior to the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of
(A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date.

2.3.Letter of Credit Requests; Minimum Stated Amount:



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2.4.Letter of Credit Participations.



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2.5Agreement to Repay Letter of Credit Drawings.



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2.6.Increased Costs.    If at any time after the Effective Date, the introduction of or any change in any
applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any governmental authority charged with the interpretation or
administration thereof, or compliance by the Issuing Lender or any Participant with any request or directive by the NAIC or by any such governmental authority (whether or not having the force of law),
shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Issuing Lender or participated in by any
Participant, or (ii) impose on the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of
the foregoing is to increase the cost to the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable
by the Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference
to, the net income or profits of the Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office
is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by the Issuing Lender or any Participant (a copy of which certificate
shall be sent by the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to the Issuing Lender or such Participant such additional amount or amounts as will
compensate the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. The Issuing Lender or any
Participant, upon determining that any additional amounts will be payable pursuant to this Section 2.6, will give prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by the Issuing Lender or such Participant (a copy of which certificate shall be sent by the Issuing Lender or such Participant to the Administrative Agent),
setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate the Issuing Lender or such Participant. The certificate required to be
delivered pursuant to this Section 2.6 shall, absent manifest error, be final and conclusive and binding on the Borrower.

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SECTION 3.FEES; REDUCTIONS OF COMMITMENT.

3.1.Fees.



3.2.Voluntary Termination of Unutilized Loan Commitment.



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3.3.Mandatory Reduction of Commitment.



SECTION 4.PREPAYMENTS; PAYMENTS; TAXES.

4.1.Voluntary Prepayments.



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4.2.Mandatory Repayments.



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4.3.Method and Place of Payment.    Except as otherwise specifically provided herein, all payments under this
Agreement and under any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 12:00 Noon (Chicago time) on the date when due and shall
be made in Dollars in immediately available funds at the Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

4.4.Net Payments.



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SECTION 5.CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE INITIAL BORROWING DATE.    The obligation of each Lender to make
Loans, and the obligation of the Issuing Lender to issue Letters of Credit, on the Initial Borrowing Date, is subject at the time of the making of such Loans or the issuance of such Letters of Credit
to the satisfaction of the following conditions:

5.1.Effective Date; Notes.    On or prior to the Initial Borrowing Date, (i) the Effective Date shall have
occurred and (ii) there shall have been delivered to the Administrative Agent for the account of each of the Lenders that has requested same the appropriate Revolving Note executed by the
Borrower, in each case in the amount, maturity and as otherwise provided herein.

5.2.Officer's Certificate.    On the Initial Borrowing Date, the Administrative Agent shall have received a
certificate, dated the Initial Borrowing Date and signed on behalf of the Borrower by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the
Controller, certifying on behalf of the Borrower that all of the conditions in Sections 5.5, 5.6, 5.7, 5.8, 5.9 and 6.1 have been satisfied on such date.

5.3.Opinions of Counsel.    On the Initial Borrowing Date, the Administrative Agent shall have received from
Burke, Warren, MacKay & Serritella, P.C., special counsel to the Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Initial Borrowing Date covering the matters set forth in Exhibit E and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.

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5.4.Corporate Documents; Proceedings; etc.



5.5.  Employee
Benefit Plans; Shareholders' Agreements; Management Agreements; Employment Agreements; Non-Compete Agreements; Collective Bargaining Agreements;
Tax Sharing Agreements; Existing Indebtedness Agreements. On or prior to the initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of the
following documents:



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5.6.Adverse Change; Approvals.



5.7.Litigation.    On the Initial Borrowing Date, except as disclosed on Schedule XI, no litigation by any
entity (private or governmental) shall be pending or threatened with respect to (i) the Transaction, this Agreement, any other Credit Document or any other documentation executed in connection
herewith and therewith or the transactions contemplated hereby and thereby, or (ii) which the Administrative Agent and the Required Lenders shall reasonably determine has had, or could
reasonably be expected to have, a Material Adverse Effect.

5.8.Subsidiaries Guaranty.    On the Initial Borrowing Date, each Subsidiary Guarantor shall have duly authorized,
executed and delivered the Subsidiaries Guaranty in the form of Exhibit L (as amended, modified, restated or supplemented from time to time the "Subsidiaries Guaranty"), guarantying all of the
obligations of the Borrower as more fully provided therein, and the Subsidiaries Guaranty shall be in full force and effect.

5.9.Security Agreement.    On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed
and delivered the Security Agreement in the form of Exhibit H (as amended,

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modified
or supplemented from time to time, the "Security Agreement") covering all of such Credit Party's Security Agreement Collateral, together with:



5.10.Pledge Agreement.    On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed
and delivered the Pledge Agreement in the form of Exhibit I (as amended, modified or supplemented from time to time, the "Pledge Agreement").

5.11.Business.    During the period from the date hereof through the Initial Borrowing Date, the Borrower and its
Subsidiaries' business shall have been operated in the ordinary course and there shall not have been sold any material assets of such business other than in the ordinary course and consistent with
past practice.

5.12.Corporate and Capital Structure.    On the Initial Borrowing Date, all agreements relating to, and the
corporate and capital structure of, the Borrower and its Subsidiaries, and all organizational documents of the Borrower and its Subsidiaries, in each case as the same will exist after giving effect to
the consummation of the Transaction, shall be reasonably satisfactory to the Administrative Agent and the Required Lenders.

5.13.Insurance Certificates.    On the Initial Borrowing Date, the Administrative Agent shall have received
certificates of insurance complying with the requirements of Section 8.3 for the business and properties of the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to
the Administrative Agent and naming the Collateral Agent as an additional insured and/or as loss payee, and stating that such insurance shall not be canceled or the amount of coverage thereunder
materially reduced without at least 30 days' prior written notice by the insurer to the Collateral Agent.

5.14.Fees, etc.    On the Initial Borrowing Date, the Borrower shall have paid to the Administrative Agent and
each Lender all costs, fees and expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby payable to the Administrative Agent or such
Lender to the extent then due.

5.15.Borrowing Base.    On the Initial Borrowing Date, the Administrative Agent shall have received a duly
completed Borrowing Base Certificate, dated the Initial Borrowing Date, substantially in the form of Exhibit G.

5.16.Releases.    All security interest in and Liens on the assets of the Borrower and its Subsidiaries created
pursuant to any security documentation (other than the Security Documents) shall have been terminated and released, and all such assets shall have been returned to the Borrower or

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such
Subsidiary. The Administrative Agent shall have received evidence that the matters set forth in this Section 5.16 have been satisfied on such date.

5.17.Master Letter of Credit Agreement.    A Master Letter of Credit Agreement duly executed by the Borrower.

SECTION 6.CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.    The obligation of each Lender to make Loans (including Loans made
on the Initial Borrowing Date), and the obligation of the Issuing Lender to issue Letters of Credit (including Letters of Credit issued on the Initial Borrowing Date), is subject, at the time of each
such Credit Event (except as hereinafter indicated), to the satisfaction of the following conditions:

6.1.Default; Representations and Warranties.    At the time of each such Credit Event and also after giving effect
thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

6.2.Notice of Borrowing; Letter of Credit Request.



The
acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to the Administrative Agent and each of the Lenders that all the
conditions specified in Section 5 (with respect to Credit Events on the Initial Borrowing Date) and in this Section 6 (with respect to Credit Events on or after the Initial Borrowing
Date) and applicable to such Credit Event are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in Section 5 and in this
Section 6, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient
counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

SECTION 7.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.    In order to induce the Lenders to enter into this Agreement and
to make the Loans, and issue (or participate in) the Letters of Credit as provided herein, the Borrower makes the following representations, warranties and agreements, in each case after giving effect
to the Transaction, all of which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans and the issuance of the Letters of Credit, with the occurrence of
each Credit Event on or after the Initial Borrowing Date being deemed to constitute a representation and warranty that the matters specified in this Section 7 are true and correct in all
material respects on and as of the Initial Borrowing Date and on the date of each such other Credit Event (it being understood and agreed that any representation or warranty which by its terms is made
as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

7.1.Organizational Status.    Each of the Borrower and each of its Subsidiaries (i) is a duly organized and
validly existing corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate,
partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage
and

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(iii) is
duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business
requires such qualifications except for failures to be so qualified which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

7.2.Power and Authority.    Each Credit Party has the corporate, partnership or limited liability company power
and authority, as the case may be, to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate, partnership or
limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of each of such Credit Documents. Each Credit Party has duly executed and delivered
each of the Credit Documents to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent
that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).

7.3.No Violation.    Neither the execution, delivery or performance by any Credit Party of the Credit Documents to
which it is a party, nor compliance by it with the terms and provisions thereof (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or
decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under,
or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party or any of
its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any
Credit Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be
subject, or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent
organizational documents), as applicable, of any Credit Party or any of its Subsidiaries.

7.4.Approvals.    No order, consent, approval, license, authorization or validation of, or filing, recording or
registration with (except for (x) those that have otherwise been obtained or made on or prior to the Initial Borrowing Date and which remain in full force and effect on the Initial Borrowing
Date and (y) filings which are necessary to perfect the security interests created under the Security Documents, which filings will be made within ten days following the Initial Borrowing
Date), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required
to be obtained or made by, or on behalf of, any Credit Party in connection with, (i) the execution, delivery and performance of any Credit Document or (ii) the legality, validity,
binding effect or enforceability of any such Credit Document.

7.5.Financial Statements; Financial Condition; Undisclosed Liabilities.



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7.6.Litigation.    Except as disclosed on Schedule XI, there are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower, threatened, or material adverse development in litigation disclosed on Schedule XI (i) with respect to the Transaction or any Credit Document
or (ii) that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

7.7.True and Complete Disclosure.    All factual information (taken as a whole) furnished by or on behalf of the
Borrower in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Credit Documents) for purposes of or in connection with this Agreement,
the other Credit Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Borrower in
writing to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to
state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

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7.8.Use of Proceeds; Margin Regulations.



7.9.Tax Returns and Payments.    Each of the Borrower and each of its Subsidiaries has timely filed or caused to
be timely filed (taking into account applicable extensions of time to file) with the appropriate taxing authority all federal and state income tax returns and all other material tax returns, domestic
and foreign (the "Returns") required to be filed by, or with respect to the income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all
material respects all liability for taxes of the Borrower and its Subsidiaries for the periods covered thereby. Each of the Borrower and each of its Subsidiaries has paid all taxes and assessments
payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its
Subsidiaries in accordance with generally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the
Borrower, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries. As of the Initial Borrowing Date, neither the Borrower nor any of its Subsidiaries has
entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrower or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable
statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither
the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being
understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their
businesses in the ordinary course of business).

7.10.Compliance with ERISA.    Schedule IV sets forth, as of the Initial Borrowing Date, the name of each
Plan. Each Plan (and each related trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including, without limitation, ERISA and the Code; each
Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that
it meets the requirements of Sections 401(a) and 501(a) of the Code; neither the Borrower nor any of its ERISA Affiliates has ever maintained or contributed to, or had any obligation to
contribute to (or borne any liability with respect to) any "employee pension benefit plan," within the meaning of Section 3(2) of ERISA, that is a "multiemployer plan," within the meaning of
Section 3(37) of ERISA, or that is subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA or subject to Title IV of ERISA; neither the
Borrower nor any of its ERISA Affiliates has ever maintained or contributed to, or had any obligation to contribute to (or borne any liability with respect to) any Foreign Pension Plan; all
contributions required to be made with respect to a Plan have been timely made; neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred any material liability
(including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4204 or 4212 of ERISA or Section 4975 of the Code or
expects to incur any such material liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary of the

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Borrower
or any ERISA Affiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; each group health plan
(as defined in Section 607(l) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of the Borrower, any Subsidiary of the Borrower, or
any ERISA Affiliate has at all times been operated in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code, except for
any failure to so comply which could not, individually or in the aggregate, reasonably be expected to result in a material liability of the Borrower or any Subsidiary of the Borrower; no lien imposed
under the Code or ERISA on the assets of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; and the Borrower and its
Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability.

7.11.The Security Documents.



7.12.Properties.    All Real Property owned or leased by the Borrower or any of its Subsidiaries as of the Initial
Borrowing Date, and the nature of the interest therein, is correctly set forth in Schedule III. Each of the Borrower and each of its Subsidiaries has good and indefeasible title to all material
properties owned by it, including all material property reflected in the balance sheets referred to in Section 7.5(a) (except as sold or otherwise disposed of since the date of such balance
sheet in the ordinary course of business or as permitted by the terms of this Agreement), free and clear of all Liens, other than Permitted Liens.

7.13.Capitalization.    On the Initial Borrowing Date, the authorized capital stock of the Borrower consists of
100,000,000 shares of common stock, $0.001 par value, of which 35,414,129 shares are issued and outstanding, and 1,000,000 authorized shares of preferred stock, none of which are outstanding. All
outstanding shares of capital stock of the Borrower have been duly and validly issued

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and
are fully paid and non-assessable. The Borrower does not have outstanding any capital stock or other securities convertible into or exchangeable for its capital stock or any rights to
subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character
relating to, its capital stock.

7.14.Subsidiaries.    As of the Initial Borrowing Date, the Borrower has no Subsidiaries other than those
Subsidiaries listed on Schedule V. Schedule V correctly sets forth as of the Initial Borrowing Date, the percentage ownership (direct or indirect) of the Borrower in each class of
capital stock or other equity of its Subsidiaries and also identifies the direct owner thereof.

7.15.Compliance with Statutes, etc.    Each of the Borrower and each of its Subsidiaries is in compliance with all
applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

7.16.Investment Company Act.    Neither the Borrower nor any of its Subsidiaries is an "investment company" or a
company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.

7.17.Public Utility Holdings Company Act.    Neither the Borrower nor any of its Subsidiaries is a "holding
company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility
Holdings Company Act of 1935, as amended.

7.18.Environmental Matters.



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7.19.Labor Relations.    Neither the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice
that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Borrower or
any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, (ii) no strike,
labor dispute, slowdown or stoppage pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries and
(iii) no union representation question exists with respect to the employees of the Borrower or any of its Subsidiaries, except (with respect to any matter specified in clause (i), (ii)
or (iii) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.

7.20.Intellectual Property, etc.    Each of the Borrower and each of its Subsidiaries owns or has the right to use
all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any
type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or rights with respect to the foregoing, and has obtained assignments of all
leases, licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as
the case may be, could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect,

7.21.Indebtedness.    Schedule VII sets forth a true and complete list of all Indebtedness (including
Contingent Obligations) of the Borrower and its Subsidiaries as of the Initial Borrowing Date and which is to remain outstanding after giving effect to the Transaction, in each case showing the
aggregate principal amount thereof and the name of the respective borrower and any Credit Party or any of its Subsidiaries which directly or indirectly guarantees such debt.

7.22.Insurance.    Schedule VIII sets forth a true and complete listing of all insurance maintained by the
Borrower and its Subsidiaries as of the Initial Borrowing Date, with the amounts insured (and any deductibles) set forth therein.

7.23.Representations and Warranties in Other Documents.    All representations and warranties set forth in the
other Credit Documents were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made) and shall be true and correct in all
material respects as of the Initial Borrowing Date as if such representations or warranties were made on and as of such date (it being understood and agreed that any such representation or warranty
which by its terms is made as of a specified date shall be true and correct in all material respects as of such specified date).

7.24.Legal Names; Type of Organization (and Whether a Registered Organization); Jurisdiction of Organization,
etc.    Schedule VI attached hereto contains the exact legal name of the Borrower and each Subsidiary Guarantor, the type of organization of the Borrower and each Subsidiary
Guarantor, whether or not the Borrower and each Subsidiary Guarantor is a registered organization, the jurisdiction of organization of the Borrower and each Subsidiary Guarantor, and the
organizational identification number (if any) of the Borrower and each Subsidiary Guarantor. To the extent that the Borrower or any Subsidiary Guarantor does not have an organizational identification
number on the date hereof and later obtains one, the Borrower or such Subsidiary Guarantor shall promptly thereafter

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notify
the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security
interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect.

SECTION 8.AFFIRMATIVE COVENANTS.    The Borrower hereby covenants and agrees that on and after the Effective Date and
until the Total Commitment and all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case together with interest thereon), Fees and all other Obligations (other than
indemnities described in Section 13.13 which are not then due and payable) incurred hereunder and thereunder, are paid in full:

8.1.Information Covenants.    The Borrower will furnish to each Lender:



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8.2.Books, Records and Inspections; Annual Meetings.



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8.3.Maintenance of Property; Insurance.



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8.4.Existence; Franchises.    The Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done, all things necessary to preserve and keep in full force and effect its existence and its material
rights, franchises, licenses, permits, copyrights, trademarks and patents; provided, however, that nothing in this Section 8.4 shall prevent (i) sales of assets and other transactions by
the Borrower or any of its Subsidiaries in accordance with Section 9.2 or (ii) the withdrawal by the Borrower or any of its Subsidiaries (other than First Horizon International) of its
qualification as a foreign corporation, partnership or limited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

8.5.Compliance with Statutes, etc.    The Borrower will, and will cause each of its Subsidiaries to, comply with
all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders and restrictions relating to environmental standards and controls), except such noncompliances as could not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.6.Compliance with Environmental Laws.



34

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8.7.ERISA.    As soon as possible and, in any event, within ten (10) days after the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Lenders a certificate of the chief
financial officer or the Controller of the Borrower setting forth the full details as to such occurrence and the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is required
or proposes to take, together with any notices required or proposed to be given or filed by the Borrower, such Subsidiary, the Plan administrator or such ERISA Affiliate to or with the PBGC or any
other governmental agency, or a Plan participant and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other government agency, or a Plan participant
with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Lenders a certificate and notices (if any) concerning such event
pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the following 30 days; that an accumulated funding deficiency, within the meaning of
Section 412 of the Code or Section 302 of ERISA, has been incurred or an application may be or has been made for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any contribution
required to be made with respect to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been or may be terminated, reorganized, partitioned or declared insolvent under
Title IV of ERISA; that a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan which is subject to
Title IV of ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate will or may incur any material liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or
502(1) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the
Borrower or any Subsidiary of the Borrower may incur any material liability for retiree benefits pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as required by the severance pay Plans of the Borrower or any of its Subsidiaries or Section 601 of ERISA) or any
Plan or any Foreign Pension Plan. The Borrower will deliver to each of the Lenders copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan
pursuant to Section 4010 of ERISA. At the request of any Lender, the Borrower will also deliver to such Lender a complete copy of the annual report (on Internal Revenue Service
Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications,
schedules and information) required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of
annual reports and any records, documents or other information required to be furnished to the PBGC, and any material notices received by the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate with respect to any Plan or Foreign Pension Plan or received from

35

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any
governmental agency or plan administrator or sponsor or trustee with respect to any multiemployer plan (as defined in Section 4001(a)(3) of ERISA), shall be delivered to the Lenders no
later than ten (10) days after the date such records, documents and/or information has been furnished to the PBGC or any other governmental agency or such notice has been received by the
Borrower, the respective
Subsidiary or the ERISA Affiliate, as applicable. The Borrower will ensure, and cause each of its applicable Subsidiaries to ensure, that all Foreign Pension Plans administered by it or into which it
makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a timely manner in all respects in compliance with all applicable
laws except where the failure to do any of the foregoing could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.8.End of Fiscal Years; Fiscal Quarters.    The Borrower will cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of its, and each of its Subsidiaries', fiscal quarters to end on dates which are consistent with a fiscal
year end as described above.

8.9.Performance of Obligations.    The Borrower will, and will cause each of its Subsidiaries to, perform all of
its obligations under the terms of each mortgage, indenture, security agreement, loan agreement or credit agreement and each other agreement, contract or instrument by which it is bound, except such
non-performances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.10.Payment of Taxes.    The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and
discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Borrower or any of its Subsidiaries not otherwise permitted under Section 9.1(i);
provided that neither the Borrower nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings
if it has maintained adequate reserves with respect thereto in accordance with generally accepted accounting principles.

8.11.Use of Proceeds.    The Borrower will use the proceeds of the Loans only as provided in Section 7.8.

8.12.Additional Security; Further Assurances, etc.



36

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8.13.Ownership of Subsidiaries; etc.    The Borrower will, and will cause each of its Subsidiaries to, own 100% of
the capital stock and other equity interests of each of their Subsidiaries (other than directors' qualifying shares to the extent required by applicable law).

8.14.Corporate Separateness.    Each Credit Party will, and will cause each of its Subsidiaries to, satisfy
customary corporate, limited liability company or partnership formalities, as the case may be, including the holding of regular board of directors' and shareholders' meetings or action by directors or
shareholders without a meeting and the maintenance of corporate, limited liability company or partnership, as the case may be, offices and records. Finally, neither the Borrower nor any of its
Subsidiaries will take any action, or conduct its affairs in a manner which is likely to result in the corporate, limited liability company or partnership, as the case may be, existence of the
Borrower or any of its Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of the Borrower and its other
Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

8.15.Landlord Waivers.    The Borrower will use its reasonable commercial efforts to obtain and deliver to the
Administrative Agent fully executed landlord waivers, as requested by the Administrative Agent prior to the Initial Borrowing Date and listed on Schedule XII, as promptly as possible after the
Initial Borrowing Date.

8.16.Pledge Agreement Collateral.    Unless sooner demanded by the Collateral Agent, concurrently with the funding
of the initial loan under the First Horizon International Financing, each Credit Party shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the Pledge Agreement Collateral, if
any, referred to in the Pledge Agreement and then owned by such Credit Party, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral and
(y) together with executed and undated endorsements for transfer in the case of equity interests

37

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constituting
certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security
interests purported to be created by the Pledge Agreement have been taken and the Pledge Agreement shall be in full force and effect.

SECTION 9.NEGATIVE COVENANTS.    The Borrower hereby covenants and agrees that on and after the Effective Date and until
the Total Commitment and all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case, together with interest thereon), Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable) incurred hereunder and thereunder, are paid in full:

9.1.Liens.    The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired,
or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to
the Borrower or any of its Subsidiaries), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute; provided that the provisions of this Section 9.1 shall not prevent the creation, incurrence, assumption or existence of the following (Liens described below are
herein referred to as "Permitted Liens"):



38

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In
connection with the granting of Liens of the type described in clauses (vi) and (vii) of this Section 9.1 by the Borrower of any of its Subsidiaries, the Administrative
Agent and the Collateral Agent shall be authorized to take any actions deemed reasonably appropriate by it in connection therewith (including, without limitation, by executing appropriate lien
releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens).

9.2.Consolidation, Merger, Purchase or Sale of Assets, etc.    The Borrower will not, and will not permit any of
its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of
all or any part of its property or assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other

39

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than
purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:



To
the extent the Required Lenders waive the provisions of this Section 9.2 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this
Section 9.2 (other than to the Borrower or a Subsidiary thereof), such Collateral shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and
the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

9.3.Dividends.    The Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay
any Dividends with respect to the Borrower or any of its Subsidiaries, except that any Subsidiary of the Borrower may pay cash Dividends to the Borrower or to any Wholly-Owned Subsidiary of the
Borrower.

40

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9.4.Indebtedness.    The Borrower will not, and will not permit any of its Subsidiaries to, contract, create,
incur, assume or suffer to exist any Indebtedness, except:



9.5.Advances, Investments and Loans.    The Borrower will not, and will not permit any of its Subsidiaries to,
directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution
to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract,
or hold any cash or Cash Equivalents (each of the foregoing an "Investment" and, collectively, "Investments"), except that the following shall be permitted:



41

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9.6.Transactions with Affiliates.    The Borrowers will not, and will not permit any of its Subsidiaries to, enter
into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions
substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm's-length transaction with a Person
other than an
Affiliate, except that (i) Dividends may be paid to the extent provided in Section 9.3 and (ii) customary fees may be paid to non-officer directors of the Borrower and
its Subsidiaries.

9.7.Capital Expenditures.    The Borrower will not, and will not permit any of its Subsidiaries to, make any
Capital Expenditures, except that during any fiscal year of the Borrower (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate
amount of all such Capital Expenditures does not exceed $600,000 in the aggregate during any fiscal year ended after December 31, 2002. In addition, Borrower may spend up to $2,000,000 in the
aggregate to implement its sales force automation system, including hardware and software.

9.8.Consolidated Interest Coverage Ratio.    The Borrower will not permit the Consolidated Interest Coverage Ratio
for any Test Period ending on or after December 31, 2002 to be less than 5.00:1.00.

9.9.Minimum Consolidated EBITDA.    The Borrower will not permit Consolidated EBITDA for any Test Period ending on
the last day of a fiscal quarter of the Borrower set forth below to be less than the amount set forth opposite such fiscal quarter below:

Fiscal Quarter Ending Closet To

AmountDecember 31, 2002 through September 29, 2003

$
27,000,000September 30, 2003 through December 30, 2003

$
30,000,000December 31, 2003 and thereafter

$
36,000,000


Notwithstanding
that the foregoing covenant is measured on the last day of a fiscal quarter, compliance is required at all times during such fiscal quarter.

9.10.Leverage Ratio.    The Borrower will not permit the Leverage Ratio for any Test Period ending on the last day
of the fiscal quarter of the Borrower set forth below to be greater than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending Closest To:

RatioDecember 31, 2002 through December 30, 2003

1.5 to 1.0December 31, 2003 and thereafter

1.25 to 1.0


Notwithstanding
that the foregoing covenant is measured on the last day of a fiscal quarter, compliance is required at all times during such fiscal quarter.

9.11.Fixed Charge Coverage Ratio.    The Borrower will not permit the Fixed Charge Coverage Ratio for any Test
Period ending on the last day of any fiscal quarter of the Borrower set forth below to be less than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending Closest To:

RatioDecember 31, 2002 through December 30, 2003

1.75 to 1.0December 31, 2003 through March 30, 2003

2.00 to 1.0March 31, 2003 and thereafter

2.25 to 1.0


42

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Notwithstanding
that the foregoing covenant is measured on the last day of a fiscal quarter, compliance is required at all times during such fiscal quarter.

9.12.Modification of Certificate of Incorporation, By-Laws and Certain Other Agreements, etc.    The
Borrower will not, and will not permit any of its Subsidiaries to:



9.13.Limitation on Certain Restrictions on Subsidiaries.    The Borrower will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to
the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of
its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents or the First Horizon
International Financing, (iii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries,
(iv) except where the existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, customary provisions restricting assignment of any licensing agreement
(in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (v) restrictions
on the transfer of any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.1(iii), (vi) or
(vii).

9.14.Limitation on Issuance of Capital Stock.



43

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9.15.Business; etc.    The Borrower will not, and will not permit any of its Subsidiaries to, engage in any
business other than the businesses engaged in by Borrower and its Subsidiaries as of the Initial Borrowing Date and reasonable extensions thereof.

9.16.Limitation on Creation of Subsidiaries.    Except as provided in Sections 9.2(ix) and 9.5(vi), the
Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary. The Borrower hereby acknowledges and agrees that,
unless the Required Lenders amend or waive the provisions of this Section 9.16 after the Initial Borrowing Date, the Borrower will (i) pledge all the capital stock of such new Subsidiary
to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreement (unless the Subsidiary shall be designated by the Borrower and such designation shall be consented to by the
Required Lenders as an International Subsidiary, in which case only 65% of such International Subsidiary's capital stock shall be pledged as herein provided), (ii) cause such new Subsidiary
(other than an International Subsidiary) to enter into the Subsidiaries Guaranty and to execute and deliver to the Collateral Agent counterparts of the Security Agreement and the Pledge Agreement,
(iii) to the extent required by Section 8.12, cause such new Subsidiary (other than an International Subsidiary) to enter into such Additional Security Documents as the Administrative
Agent or the Required Lenders may require and (iv) cause such new Subsidiary (other than an International Subsidiary) to execute and deliver all other relevant documentation (including opinions
of counsel) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date.

9.17.Change of Legal Names; Type of Organization (and Whether a Registered Organization; Jurisdiction of Organization
etc.    Neither the Borrower nor any Subsidiary Guarantor shall change its legal name, its type of organization, its status as a registered organization (in the case of a registered
organization), its jurisdiction of organization, its location, or its organizational identification number (if any), except that any such changes shall be permitted (so long as such changes are not in
violation of the applicable requirements of the Security Documents and so long as same do not involve (x) a registered organization ceasing to constitute same or (y) the Borrower or any
Subsidiary Guarantor changing its jurisdiction of organization or location from the United States or a State thereof to a jurisdiction of organization or location, as the case may be, outside the
United States or a State thereof) if (i) it shall have given to the Collateral Agent not less than 15 days' prior written notice of each change to the information listed on
Schedule VI (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Schedule VI which shall correct all
information contained therein for the Borrower or the respective Subsidiary Guarantor, and (ii) in connection with such change or changes, it shall have taken all action reasonably requested by
the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

SECTION 10.EVENTS OF DEFAULT.    Upon the occurrence of any of the following specified events (each an "Event of
Default"):

10.1.Payments.    The Borrower shall (i) default in the payment when due of any principal of any Loan or
any Note or (ii) default, and such default shall continue unremedied for three or more Business Days, in the payment when due of any interest on any Loan or Note, any Unpaid Drawing or any Fees
or any other amounts owing hereunder or under any other Credit Document; or

44

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10.2.Representations, etc.    Any representation, warranty or statement made or deemed made by any Credit Party
herein or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto in the context in which it was made, taken as a whole, shall
prove to be untrue in any material respect on the date as of which made or deemed made; or

10.3.Covenants.    The Borrower or any of its Subsidiaries shall (i) default in the due performance or
observance by it of any term, covenant or agreement contained in Section 8.1(f), 8.8, 8.11, 8.16 or Section 9 or (ii) default in the due performance or observance by it of any
other term, covenant or agreement contained in this Agreement or in any other Credit Document (other than those set forth in Sections 10.1 and 10.2) and such default described in this
clause (ii) shall continue unremedied for a period of 30 days after written notice thereof to the defaulting party by the Administrative Agent or the Required Lenders; or

10.4.Default Under Other Agreements.    (i) The Borrower or any of its Subsidiaries shall
(x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in an instrument or agreement under which such Indebtedness was created
or (y) default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated
maturity or (ii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.4 unless the
aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $1,000,000; or

10.5.Bankruptcy, etc.    The Borrower or any of its Subsidiaries shall commence a voluntary case concerning itself
under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries, and the petition is not controverted within 30 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined
in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries commences
any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to
the Borrower or any of its Subsidiaries, or there is commenced against the Borrower or any of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days (it is
acknowledged and agreed that during the cure period for any such involuntary proceeding, the Lenders shall have no obligation to extend new Loans or issue new Letters of Credit), or the Borrower or
any of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower or any of its Subsidiaries suffers
any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or any corporate, limited liability company or similar action is taken by the Borrower or any of its Subsidiaries for the purpose
of effecting any of the foregoing; or the Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due; or

10.6.ERISA.    (a) Any Plan shall fail to satisfy the minimum funding standard required for any plan year
or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such

45

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standard
or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof) and an event described in subsection 62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043
shall be reasonably expected to occur with respect to such Plan within the following 30 days, any Plan which is subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA,
any Plan shall have an Unfunded Current Liability, a contribution required to be made with respect to a Plan or a Foreign Pension Plan has not been timely made, the Borrower or any Subsidiary of the
Borrower or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Plan under Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code, or the Borrower or any Subsidiary of the Borrower has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in
Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or Plans or Foreign Pension Plans, a
"default" within the meaning of Section 4219(c)(5) of ERISA shall occur with respect to any Plan, any applicable law, rule or regulation is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date hereof, by any governmental authority or agency or by any court (a "Change of Law"), or, as a result of a Change in
Law, an event occurs following a Change in Law, with respect to or otherwise affecting any Plan; (b) there shall result from any such event or events the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability; and (c) such lien, security interest or liability, either individually and/or in the aggregate, has had, or could
reasonably be expected to have, in the opinion of the Required Lenders, a Material Adverse Effect; or

10.7.Security Documents.    Any of the Security Documents shall cease to be in full force and effect, or shall
cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a perfected
security interest in, and Lien on, all of the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except as permitted by Section 9.1), and
subject to no other Liens (except as permitted by Section 9.1), or any Credit Party shall default in the due performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default shall continue beyond the period of grace, if any, specifically applicable thereto pursuant to the terms of such Security
Document; or

10.8.Guaranties.    Any Guaranty or any provision thereof shall cease to be in full force or effect as to any
Guarantor, or any Guarantor or any Person acting for or on behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations under the Guaranty to which it is a party or any Guarantor
shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Guaranty to which it is a party; or

10.9.Judgments.    One or more judgments or decrees shall be entered against the Borrower or any Subsidiary of the
Borrower involving in the aggregate for the Borrower and its Subsidiaries a liability (not paid or fully covered by a reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 30 consecutive days, and the aggregate amount of all such
judgments equals or exceeds $1,000,000; or

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10.10.Change of Control.    A Change of Control shall occur; or

10.11.Material Adverse Effect.    The determination by the Required Lenders that a Material Adverse Effect has
occurred; or

10.12.Approvals.    The FDA or DEA shall revoke, suspend or terminate any approvals for the manufacture,
distribution or sale of any drug(s) which constitutes a product line offered by the Borrower or any Subsidiary and such drug(s)' sales equal or exceed 5% of gross sales of the Borrower for the
immediately preceding twelve months; or

10.13.Licenses.    Any license to manufacture, distribute or sell any drug(s) which constitutes part of the
product lines offered by the Borrower or any Subsidiary and such drug(s)' sales equal or exceed 5% of gross sales of the Borrower for the immediately preceding twelve months shall be suspended,
cancelled, terminated, disputed or shall expire for any reason whatsoever; or

10.14.Supply Agreements.    Any manufacturing, coating or supply agreement for any drug(s) constituting part of
the product lines offered by the Borrower or any Subsidiary and such drug(s)' sales equal or exceed 5% of gross sales of the Borrower for the immediately preceding twelve months shall be suspended,
interrupted, cancelled, terminated or shall expire and the Borrower or such Subsidiary shall fail to obtain an alternative manufacturing, coating or supply source within 90 days; or

10.15.First Horizon International Financing.    A default, event of default or similar event shall occur or
continue beyond any applicable cure period under any document related to the First Horizon International Financing.

then,
and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent may, or upon the written request of the Required Lenders shall, by
written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims
against any Credit Party (provided that, if an Event of Default specified in Section 10.5 shall occur with respect to the Borrower, the result which would occur upon the giving of written
notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment
terminated, whereupon each Commitment of each Lender shall forthwith terminate immediately and any Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare
the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance
with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.5 with
respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to
the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests
created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.2 to the repayment of the Obligations.

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SECTION 11.DEFINITIONS AND ACCOUNTING TERMS.

11.1.Defined Terms.    As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Account"
shall have the meaning specified in the Security Agreement.

"Account
Debtor" shall have the meaning specified in the Security Agreement.

"Acquisitions"
shall mean any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries
(a) acquires any going business or some or all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise; provided, however, that when
less than all of the assets of a firm, corporation or division thereof are acquired, such acquired assets shall include all the assets and rights necessary to conduct the business as contemplated by
the parties to such acquisition to which such assets relate or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a
majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening
of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership, in each case relating to the pharmaceutical business, including drug and drug
license acquisitions.

"Additional
Security Documents" shall have the meaning provided in Section 8.12.

"Administrative
Agent" shall mean LaSalle, in its capacity as Administrative Agent for the Lenders hereunder, and shall include any successor to the Administrative Agent appointed
pursuant to Section 12.9. Without limiting the foregoing, it is understood and agreed that, for purposes of Sections 12 and 13.1 of this Agreement, the term Administrative Agent shall
also include LaSalle in its capacity as Collateral Agent pursuant to the Security Documents.

"Affiliate"
shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and officers of such Person),
controlled by, or under direct
or indirect common control with, such Person. For the purposes of Section 9.6, a Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power
(i) to vote 20% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that neither the Administrative Agent
nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of the Borrower or any Subsidiary thereof.

"Agreement"
shall mean this Credit Agreement, as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time.

"Applicable
Margin" shall mean, with respect to Loans, Letter of Credit Outstandings and Letter of Credit fees and non-use fees, until the first Pricing Date, the basis
points per annum shown opposite

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Level
I below, and thereafter from one Pricing Date to the next the Applicable Margin means the basis points per annum determined in accordance with the following schedule:

|LEVEL |  | LEVERAGE RATIO FOR
SUCH PRICING DATE                                       |  | APPLICABLE
MARGIN FOR
BASE RATE
LOANS UNDER
REVOLVING LOAN
COMMITMENT
AND LETTER
OF CREDIT
OUTSTANDINGS |  | APPLICABLE
MARGIN FOR
EURODOLLAR
LOANS UNDER
REVOLVING LOAN
COMMITMENT |  | UNUSED FEE |  | LETTER OF
CREDIT FEE
|----- |  | -------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------- |  | ---------- |  | --------------------
|I     |  | Less than or equal to 1.50 to 1.0 but greater than or equal to 1.25 to 1.0 |  | 75 bps                                                                                                  |  | 275 bps                                                                |  | 37.5 bps   |  | 275 bps             
|II    |  | Less than 1.25 to 1.0, but greater than or equal to 1.0 to 1.0             |  | 50 bps                                                                                                  |  | 250 bps                                                                |  | 25 bps     |  | 250 bps             
|III   |  | Less than 1.0 to 1.0, but greater than or equal to .75 to 1.0              |  | 25 bps                                                                                                  |  | 225 bps                                                                |  | 25 bps     |  | 225 bps             
|IV    |  | Less than .75 to 1.0                                                       |  | 0 bps                                                                                                   |  | 200 bps                                                                |  | 25 bps     |  | 200 bps             

For purposes hereof, the term "Pricing Date" means, for any fiscal quarter of the Borrower ending on or after December 31, 2002, the date
on which the Administrative Agent is in receipt of the Borrower's most recent compliance certificate for the fiscal quarter then ended, pursuant to Section 8.1(e) hereof (it being understood
that the first Pricing Date shall be the date upon which the Administrative Agent receives such compliance certificate for the fiscal quarter ending December 31, 2002). The Applicable Margin
shall be established based on the Leverage Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing
Date. If the Borrower has not delivered its compliance certificate by the date such compliance certificate is required to be delivered under Section 8.1(e) hereof, until such compliance
certificate is delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., the Leverage Ratio shall be deemed to be greater than 1.25 to 1.0). If the Borrower subsequently delivers
such compliance certificate before the next Pricing Date, the Applicable Margin established by such late delivered compliance certificate shall take effect from the date of delivery until the next
Pricing Date. In all other circumstances, the Applicable Margin established by such compliance certificate shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal
quarter covered by such compliance certificate until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be
conclusive and binding on the Borrower.

"Asset
Sale" shall mean any sale, transfer or other disposition by the Borrower or any of its Domestic Subsidiaries to any Person (including by way of redemption by such Person), other
than to the Borrower or a Wholly-Owned Subsidiary of the Borrower, of any asset (including, without limitation, any capital stock or other securities of, or equity interests in, another Person) other
than sales of assets pursuant to Sections 9.2(ii) and 9.2(vi).

"Assignment
and Assumption Agreement" shall mean an Assignment and Assumption Agreement substantially in the form of Exhibit K (appropriately completed).

"Bankruptcy
Code" shall have the meaning provided in Section 10.5.

"Base
Rate" shall mean, at any time, the higher of (i) the Prime Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate
at such time.

"Base
Rate Loan" shall mean each Loan designated or deemed designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

"Borrower"
shall mean First Horizon Pharmaceutical Corporation, a Delaware corporation.

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"Borrowing"
shall mean the borrowing of one Type of Loan from all the Lenders having Commitments on a given date (or resulting from a conversion or conversions on such date) having in
the case of Eurodollar Loans the same Interest Period, provided that Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of the related Borrowing of Eurodollar Loans.

"Borrowing
Base Amount" shall mean:



"Borrowing
Base Certificate" shall mean the certificate in the form of Exhibit G hereto, or in such other form acceptable to the Administrative Agent, to be delivered to the
Administrative Agent and the Lenders pursuant to Section 8.1(i) hereof.

"Business
Day" shall mean (i) for all purposes other than as covered by clause (ii) below, any day except Saturday, Sunday and any day which shall be in Chicago, Illinois,
a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close and (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) above and which is also a day for trading by and between
banks in U.S. dollar deposits in the interbank Eurodollar market.

"Capital
Expenditures" shall mean, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with generally accepted accounting principles
and, without duplication, the amount of Capitalized Lease Obligations incurred by such Person.

"Capitalized
Lease Obligations" shall mean, with respect to any Person, all rental obligations of such Person which, under generally accepted accounting principles, are or will be
required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

"Cash
Equivalents" shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (ii) marketable
direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within twelve months from the date of
acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's, (iii) Dollar denominated time deposits, certificates of deposit
and bankers acceptances of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at
least "A" or the equivalent thereof from S&P or "A2" or the equivalent thereof from Moody's with maturities of not more than six months from the date of acquisition by such Person,
(iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iii) above, (v) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by
S&P or at least P-1 or the equivalent thereof by

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Moody's
and in each case maturing not more than six months after the date of acquisition by such Person, and (vi) investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (i) through (v) above.

"CERCLA"
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42
U.S.C. ss. 9601 et seq.

"Change
of Control" shall mean (i) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) (other than the Permitted Holders) is or
shall become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of greater than 30% of the economic or
voting interests in the Borrower's capital stock, (ii) the Board of Directors of the Borrower shall cease to consist of a majority of Continuing Directors or (iii) a "change of control"
or similar event shall occur as provided in any Qualified Preferred Stock or outstanding Indebtedness (or the documentation governing the same).

"Change
of Law" shall have the meaning provided in Section 10.6.

"Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to
the Code as in effect at the date of this Agreement and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

"Collateral"
shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security
Document, including, without limitation, all Security Agreement Collateral, all Pledge Agreement Collateral, all Mortgaged Properties and all cash and Cash Equivalents delivered as collateral pursuant
to Section 4.2 or 10.

"Collateral
Agent" shall mean the Administrative Agent acting as collateral agent for the Secured Creditors pursuant to the Security Documents.

"Collective
Bargaining Agreements" shall have the meaning provided in Section 5.5.

"Commitment"
shall mean the Revolving Loan Commitment of any Lender.

"Consolidated
EBIT" shall mean, for any period, Consolidated Net Income for such period before deducting therefrom Consolidated Interest Expense for such period (to the extent that such
Consolidated Interest Expense was deducted in arriving at Consolidated Net Income for such period) and provision for taxes based on income that were included in arriving at Consolidated Net Income for
such period and without giving effect (x) to any extraordinary gains or any extraordinary
non-cash losses (except to the extent that any such extraordinary non-cash losses will require a cash payment in a future period) and (y) to any gains or losses from
sales of assets other than from sales of inventory in the ordinary course of business.

"Consolidated
EBITDA" shall mean, for any period, Consolidated EBIT for such period, adjusted by adding thereto the amount of all amortization of intangibles and depreciation that were
deducted in arriving at Consolidated Net Income for such period. Upon the consummation of each Acquisition permitted under the Credit Documents and without any duplication or double counting, a pro
rata portion of the consolidated net income before interest expense, taxes, depreciation and amortization of the acquiree related to the assets which are the subject of the Acquisition may be included
in the calculation of Consolidated EBITDA hereunder to the extent each of the components thereof to be included in Consolidated EBITDA have either (i) been included in pro forma financials
prepared by the Borrower in accordance with applicable regulatory requirements, including any SEC requirement, and audited or otherwise approved by the Borrower's auditors in a manner reasonably
satisfactory to the Required Lenders or (ii) been the subject of a written "due diligence" report of the Borrower's auditors or other auditors reasonably acceptable to the Required Lenders,
such report in form and

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substance
acceptable to the Required Lenders; provided, however, nothing in this sentence shall impair the obligation of the Borrower and its Subsidiaries to be in compliance with the financial
covenants in this Agreement without giving effect to such Acquisition.

"Consolidated
Funded Debt" shall mean, as to the Borrower and its Subsidiaries, Indebtedness of the Borrower and its Subsidiaries other than Indebtedness described in
clauses (vi) - (viii) inclusive of the definition of "Indebtedness."

"Consolidated
Indebtedness" shall mean, at any time, the principal amount of all Indebtedness of the Borrower and its Subsidiaries at such time determined on a consolidated basis.

"Consolidated
Interest Coverage Ratio" shall mean, for any period, the ratio of Consolidated EBITDA to Consolidated Interest Expense for such period.

"Consolidated
Interest Expense" shall mean, for any period, the sum of the total consolidated interest expense of the Borrower and its Subsidiaries for such period (calculated without
regard to any limitations on the payment thereof) paid in cash plus, without duplication, (x) that portion of Capitalized Lease Obligations of the Borrower and its Subsidiaries representing the
interest factor for such period and (y) the "deemed interest expense" (i.e., the interest expense which would have been applicable if the respective obligations were structured as
on-balance sheet financing arrangements) with respect to all Indebtedness of the Borrower and its Subsidiaries of the type described in clause (viii) of the definition of
Indebtedness contained herein for such period.

"Consolidated
Net Income" shall mean, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a consolidated basis (after any
deduction for minority interests), provided that (i) in determining Consolidated Net Income, the net income of any other Person which is not a Subsidiary of the Borrower or is accounted for by
the Borrower by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to the Borrower or a Subsidiary thereof
during such period, (ii) the net income of any Subsidiary of the Borrower shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by that
Subsidiary of that net income is not at the date of determination permitted by operation of its charter or any agreement, instrument or law applicable to such Subsidiary and (iii) the net
income (or loss) of any other Person acquired by the Borrower or a Subsidiary of the Borrower in a pooling of interests transaction for any period prior to the date of such acquisition shall be
excluded.

"Contingent
Obligation" shall mean, as to any Person, any obligation of such Person as a result of such Person being a general partner of any other Person, unless the underlying
obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other
obligations ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or
not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase
or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
(iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof provided, however, that the term Contingent Obligation
shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in

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respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

"Continuing
Directors" shall mean the directors of the Borrower on the Effective Date and each other director if such director's nomination for election to the Board of Directors of the
Borrower is recommended by a majority of the then Continuing Directors.

"Credit
Documents" shall mean this Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, the Subsidiaries Guaranty, the Master
Letter of Credit Agreement and each Security Document.

"Credit
Event" shall mean the making of any Loan or the issuance of any Letter of Credit.

"Credit
Party" shall mean the Borrower and each Subsidiary Guarantor.

"DEA"
shall mean the Drug Enforcement Agency, together with its successors and comparable agencies in foreign countries.

"Default"
shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

"Defaulting
Lender" shall mean any Lender with respect to which a Lender Default is in effect.

"Dividend"
shall mean, with respect to any Person, that such Person has declared or paid a dividend, distribution or returned any equity capital to its stockholders, partners or members
or authorized or made any other distribution, payment or delivery of property (other than common equity of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired,
purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or any partnership or membership interests outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other equity interests), or set aside any funds for any of the foregoing purposes, or shall have
permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or any partnership or membership interests of such Person
outstanding on or after the Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other equity interests). Without limiting the foregoing, "Dividends"
with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any
similar plans or setting aside of any funds for the foregoing purposes.

"Dollars"
and the sign "$" shall each mean freely transferable lawful money of the United States.

"Domestic
Subsidiary" means any Subsidiary which is not designated an International Subsidiary by the Borrower with the consent of the Required Lenders.

"Drawing"
shall have the meaning provided in Section 2.5(b).

"Effective
Date" shall have the meaning provided in Section 13.10.

"Eligible
Accounts" shall mean those Accounts of the Borrower which:



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An
Account which is an Eligible Account shall cease to be an Eligible Account whenever it ceases to meet any one of the foregoing requirements, but shall again be deemed to be an
Eligible Account once such foregoing requirements are again complied with in a manner reasonably satisfactory to the Administrative Agent.

If
invoices representing twenty-five percent (25%) or more of the unpaid net amount of all Accounts from any one Account Debtor are unpaid more than ninety (90) days
after the due date of such invoices, then all Accounts relating to such Account Debtor shall cease to be Eligible Accounts.

"Eligible
Inventory" shall mean all Inventory (excluding packaging materials) of the Borrower constituting first quality finished prescription pharmaceutical products which:



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Inventory
which is Eligible Inventory shall cease to be Eligible Inventory whenever it ceases to meet any one of the foregoing requirements, but shall again be deemed to be Eligible
Inventory once such foregoing requirements are again complied with in a manner reasonably satisfactory to the Administrative Agent.

"Eligible
Transferee" shall mean and include a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other "accredited
investor" (as defined in Regulation D of the Securities Act).

"Employee
Benefit Plans" shall have the meaning provided in Section 5.5.

"Employment
Agreements" shall have the meaning provided in Section 5.5.

"Environmental
Claims" shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or
violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, "Claims"), including,
without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief in connection with alleged
injury or threat of injury to health, safety or the environment due to the presence of Hazardous Materials.

"Environmental
Law" shall mean any Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, policy and rule of common law now or hereafter in effect
and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without limitation, CERCLA; the Resource Conservation and Recovery Act, 42 U.S.Css.6901 et seq.; the Federal Water Pollution Control Act,
33 U.S.C.ss. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.ss. 2601 et seq.; the Clean Air Act, 42 U.S.C.ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C.ss.3803 et seq.; the Oil
Pollution Act of 1990, 33 U.S.C.ss. 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.ss. 11001 et seq.; the Hazardous Material
Transportation Act, 49 U.S.C.ss.1801 et seq.; the

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Occupational
Safety and Health Act, 29 U.S.C. ss.651 et seq.; and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

"ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

"ERISA
Affiliate" shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of the Borrower would be deemed to be a "single
employer" (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary of the Borrower being or having been a general
partner of such person.

"Eurodollar
Loan" shall mean each Loan designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

"Eurodollar
Rate" shall mean a per annum rate of interest equal to LIBOR for the relevant Interest Period (rounded upward if necessary, to the nearest 1/16 of 1.00%),
which Eurodollar Rate shall remain fixed during such Interest Period.

"Event
of Default" shall have the meaning provided in Section 10.

"Excess
Cash Flow" means, with respect to any period, the amount (if any) by which (a) Consolidated EBITDA (including for the purpose hereof, Borrower's Domestic Subsidiaries
only) during such period exceeds (b) the sum of (i) the aggregate amount of payments required to be made by the Borrower and its Domestic Subsidiaries in cash during such period in
respect of all principal on all Indebtedness (whether at maturity, as a result of mandatory sinking fund redemption, mandatory prepayment, acceleration or otherwise, but excluding payments made on the
Revolving Loans and prepayments of the Term Loans (as defined in the First Horizon International Financing documents) made out of Excess Cash Flow), plus (ii) Consolidated Interest Expense
(including for the purpose hereof, Borrower's Domestic Subsidiaries only) paid or payable in cash during such period, plus (iii) federal, state or local taxes paid or payable in cash by the
Borrower and its Domestic Subsidiaries during such period, plus (iv) the aggregate amount of Capital Expenditures incurred by the Borrower and its Domestic Subsidiaries during such period.

"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder as from time to time in effect.

"Existing
Indebtedness Agreements" shall have the meaning provided in Section 5.5.

"Facing
Fee" shall have the meaning provided in Section 3.1(b).

"FDA"
shall mean the Food and Drug Administration, together with its successors and comparable agencies in foreign countries.

"Federal
Funds Rate" shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

"Fees"
shall mean all amounts payable pursuant to or referred to in Section 3.1.

"First
Horizon International" means First Horizon Pharmaceutical International Limited, an Irish corporation, together with its successors and assigns.

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"First
Horizon International Financing" means the secured acquisition financing provided to First Horizon International by LaSalle, certain financial institutions and the Administrative
Agent, as agent, in the initial principal amount of $15,000,000, as such amount may be modified from time to time.

"Fixed
Charge Coverage Ratio" shall mean at any time, the ratio of (a) Consolidated EBITDA less Capital Expenditures less provision for taxes that were included in arriving at
Consolidated Net Income to (b) Consolidated Interest Expense and current maturities of long term Consolidated Funded Debt.

"Foreign
Exchange Hedging Agreement" shall mean any foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against
fluctuations in currency values.

"Foreign
Pension Plan" shall mean each employee benefit plan, employment, bonus, incentive, stock purchase and stock option plan, program, agreement or arrangement; and each severance,
termination pay, salary continuation, retention, accrued leave, vacation, sick pay, sick leave, medical, life insurance, disability, accident, profit-sharing, fringe benefit, pension, deferred
compensation or other retirement or superannuation plan, fund, program, agreement, commitment or arrangement sponsored, established, maintained or contributed to, or required to be contributed to, or
with respect to which any liability is borne, outside the fifty states of the United States of America, by the Borrower or any of its Subsidiaries, including, without limitation, any such plan, fund,
program, agreement or arrangement sponsored by a government or governmental entity.

"Goods"
shall have the meaning specified in the Security Agreement.

"Guarantor"
shall mean each Subsidiary Guarantor.

"Guaranty"
shall mean the Subsidiaries Guaranty.

"Hazardous
Materials" shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam
insulation, dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous
substances," "hazardous waste," "hazardous materials," "extremely hazardous substances," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words
of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or Release of which is prohibited, limited or regulated by any
governmental authority.

"Indebtedness"
shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for
the deferred purchase price of property or services, (ii) the maximum amount available to be drawn under all letters of credit, bankers' acceptances and similar obligations issued for the
account of such Person and all unpaid drawings in respect of such letters of credit, bankers' acceptances and similar obligations, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person
(provided that, if the Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the fair market value of the
property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all Capitalized Lease Obligations of such Person, (v) all obligations of
such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person, (vii) all obligations under any Interest Rate Protection Agreement, any Other Hedging Agreement or under any similar type of agreement and (viii) all monetary
obligations of such Person under (x) a so-called synthetic, off-balance sheet or tax retention lease, or (y) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such Person but which, upon the

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insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). Notwithstanding the foregoing, Indebtedness shall not
include trade payables and accrued expenses incurred by any Person in accordance with customary practices and in the ordinary course of business of such Person.

"Initial
Borrowing Date" shall mean the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.

"Interest
Determination Date" shall mean, with respect to any Eurodollar Loan, the second Business Day prior to the commencement of any Interest Period relating to such Eurodollar Loan.

"Interest
Period" shall have the meaning provided in Section 1.9.

"Interest
Rate Protection Agreement" shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar
agreement or arrangement.

"International
Subsidiary" shall mean First Horizon International, First Horizon Pharmaceutical Ireland Limited, an Irish corporation, and First Horizon Pharmaceutical Netherlands BV, a
Dutch corporation, and any other direct or indirect Subsidiary of the Borrower that shall be designated by the Borrower with the consent of the Required Lenders as an International Subsidiary pursuant
to Section 9.16 of this Agreement, or otherwise.

"Inventory"
shall have the meaning specified in the Security Agreement.

"Investments"
shall have the meaning provided in Section 9.5.

"Issuing
Lender" shall mean LaSalle or any Lender approved by the Administrative Agent which has agreed to issue Letters of Credit under this Agreement.

"LaSalle"
shall mean LaSalle Bank National Association, in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.

"L/C
Supportable Obligations" shall mean (i) obligations of the Borrower or any of its Subsidiaries with respect to workers compensation, surety bonds and other similar statutory
obligations and (ii) such other obligations of the Borrower or any of its Subsidiaries as are reasonably acceptable to the Issuing Lender and otherwise permitted to exist pursuant to the terms
of this Agreement.

"Leaseholds"
of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

"Lender"
shall mean each financial institution listed on Schedule I, as well as any Person that becomes a "Lender" hereunder pursuant to Section 1.13 or 13.4(b).

"Lender
Default" shall mean (i) the refusal (which has not been retracted) or the failure of a Lender to make available its portion of any Borrowing in violation of the
requirements of this Agreement or to fund its portion of any unreimbursed payment under Section 2.4(c) or (ii) a Lender having notified in writing the Borrower and/or the Administrative
Agent that such Lender does not intend to comply with its obligations under Section 1.1 or 2.

"Letter
of Credit" shall have the meaning provided in Section 2.1(a).

"Letter
of Credit Fee" shall have the meaning provided in Section 3.1(a).

"Letter
of Credit Outstandings" shall mean, at any time, the sum of (i) the Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid
Drawings in respect of all Letters of Credit.

"Letter
of Credit Request" shall have the meaning provided in Section 2.3(a).

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"Leverage
Ratio" shall mean, at any time, the ratio of Consolidated Funded Debt at such time to Consolidated EBITDA for the Test Period then most recently ended.

"LIBOR"
shall mean a rate of interest equal to the LIBOR Index Rate for the relevant Interest Period, if such index is available, and, if the LIBOR Index Rate cannot be determined, the
per annum rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant Eurodollar Loan and for a period equal to the relevant Interest Period are
offered generally to the Administrative Agent (rounded upward if necessary, to the nearest 1/16 of 1.00%) in the London Interbank Eurodollar market at 11:00 a.m. (London time) on
the Interest Determination Date, in each case less the maximum reserve percentages for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency liabilities,
such rate to remain fixed for such Interest Period. The Administrative Agent's determination of LIBOR shall be conclusive, absent manifest error.

"LIBOR
Index Rate" shall mean, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the nearest 1/16th of 1.00%) for deposits in U.S. Dollars for
a period equal to such Interest Period, which appears on the Bloomberg Financial Markets System, or other authoritative source
selected by the Administrative Agent in its sole discretion as of 11:00 a.m. (London, England time) on the Interest Determination Date.

"Lien"
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any
kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar
recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

"Loan"
shall mean each Revolving Loan.

"Location"
of any Person shall mean its location as determined pursuant to Section 9-307 of the UCC (or any successor section thereof).

"Management
Agreements" shall have the meaning provided in Section 5.5.

"Margin
Stock" shall have the meaning provided in Regulation U.

"Master
Letter of Credit Agreement" shall mean the Issuing Lender's standard form of master letter of credit agreement, as amended or modified from time to time, which shall be executed
in connection with this Agreement and which shall contain terms applicable to Letters of Credit.

"Material
Adverse Effect" shall mean (i) a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole or (ii) a material adverse effect (x) on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other
Credit Document or (y) on the ability of any Credit Party to perform its obligations to the Lenders or Administrative Agent hereunder or under any other Credit Document.

"Minimum
Borrowing Amount" shall mean $1,000,000 for Revolving Loans.

"Moody's"
shall mean Moody's Investors Service, Inc.

"Mortgage"
shall mean a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or similar security instrument.

"Mortgage
Policy" shall mean a mortgage title insurance policy or a binding commitment with respect thereto.

"Mortgaged
Property" shall mean any Real Property owned or leased by the Borrower or any of its Subsidiaries which is encumbered (or required to be encumbered) by a Mortgage.

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"NAIC"
shall mean the National Association of Insurance Commissioners.

"Net
Debt Proceeds" shall mean, with respect to any incurrence of Indebtedness for borrowed money, the cash proceeds (net of underwriting discounts and commissions and other reasonable
costs associated therewith) received by the respective Person from the respective incurrence of such Indebtedness for borrowed money.

"Net
Equity Proceeds" shall mean, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution.

"Net
Recovery Event Proceeds" shall mean, with respect to any Recovery Event, the cash proceeds (net of reasonable costs and taxes incurred in connection with such Recovery Event)
received by the respective Person in connection with such Recovery Event, including without limitation any such cash proceeds received pursuant to insurance policies, as condemnation proceeds or
otherwise.

"Net
Sale Proceeds" shall mean, for any Asset Sale, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or
otherwise, but only as and when received) received from such Asset Sale, net of the reasonable costs of such Asset Sale (including fees and commissions, payments of unassumed liabilities relating to
any assets sold and required payments of any Indebtedness (other than Indebtedness secured pursuant to the Security Documents) which is secured by any assets sold pursuant to the respective Asset
Sale), and the incremental taxes paid or payable as a result of such Asset Sale.

"Non-Compete
Agreements" shall have the meaning provided in Section 5.5.

"Non-Defaulting
Lender" and "Non-Defaulting RL Lender" shall mean and include each Lender or RL Lender, as the case may be, other than a Defaulting Lender.

"Note"
shall mean each Revolving Note.

"Notice
of Borrowing" shall have the meaning provided in Section 1.3(a).

"Notice
of Conversion/Continuation" shall have the meaning provided in Section 1.6.

"Notice
Office" shall mean the office of the Administrative Agent located at 135 South LaSalle Street, Suite 828, Chicago, Illinois 60603, Attention: Patrick O'Toole or
such other office or person as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

"Obligations"
shall mean all amounts owing to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender pursuant to the terms of this Agreement or any other Credit
Document.

"Other
Hedging Agreements" shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect
against fluctuations in currency values or commodity prices.

"Participant"
shall have the meaning provided in Section 2.4(a).

"Payment
Office" shall mean the office of the Administrative Agent located at 135 South LaSalle Street, Chicago, Illinois 60603 or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

"PBGC"
shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

"Permitted
Encumbrance" shall mean, with respect to any Mortgaged Property, such exceptions to title as are set forth in the Mortgage Policy delivered with respect thereto, all of which
exceptions must be acceptable to the Administrative Agent in its reasonable discretion.

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"Permitted
Holders" shall mean John Kapoor, his decedents and members of their immediate families as well as Persons controlled by any of the foregoing.

"Permitted
Liens" shall have the meaning provided in Section 9.1.

"Person"
shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.

"Plan"
shall mean any pension plan as defined in Section 3(2) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower
or a Subsidiary of the Borrower or an ERISA Affiliate on or after the Initial Borrowing Date, and each such plan for the five year period immediately following the latest date (whether before or after
the Initial Borrowing Date) on which the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

"Pledge
Agreement" shall have the meaning provided in Section 5.10.

"Pledge
Agreement Collateral" shall mean all "Collateral" as defined in the Pledge Agreement.

"Pledgee"
shall have the meaning provided in the Pledge Agreement.

"Prime
Lending Rate" shall mean the rate which the Administrative Agent announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime
lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent, which may make
commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

"Qualified
Preferred Stock" shall mean any preferred stock of the Borrower so long as the terms of such preferred stock (i) do not contain any mandatory put, redemption,
repayment, sinking fund or other similar provision prior to the sixth anniversary of the Initial Borrowing Date, (ii) do not require cash payments (of dividends or otherwise) at a time when
such payment would be prohibited or not permitted under this Agreement (as amended, modified, supplemented, refinanced or replaced from time to time), (iii) do not contain any covenants,
(iv) do not grant the holders thereof any voting rights except for (x) voting rights required to be granted to such holders under applicable law and (y) limited customary voting
rights on fundamental matters such as mergers, consolidations, sales of substantially all of the assets of the Borrower, or liquidations involving the Borrower, and (v) are otherwise
satisfactory to the Administrative Agent.

"Real
Property" of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

"Recovery
Event' shall mean the receipt by the Borrower or any of its Subsidiaries of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss,
physical destruction, damage, taking or any other similar event with respect to any property or assets of the Borrower or any of its Subsidiaries and (ii) under any policy of insurance required
to be maintained under Section 8.3.

"Register"
shall have the meaning provided in Section 13.15.

"Regulation
D" shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.

"Regulation
T" shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

"Regulation
U" shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

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"Regulation
X" shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

"Release"
shall mean actively or passively disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or
the like, into or upon any land or water or air, or otherwise entering into the environment.

"Replaced
Lender" shall have the meaning provided in Section 1.13.

"Replacement
Lender" shall have the meaning provided in Section 1.13.

"Reportable
Event" shall mean an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA other than those events as to which
the 30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

"Required
Lenders" shall mean Non-Defaulting Lenders the sum of whose outstanding Revolving Loan Commitments (or after the termination thereof, outstanding Revolving Loans
and RL Percentages of Letter of Credit Outstandings) represent at least 50.1% of the Total Revolving Loan Commitment less the Revolving Loan Commitments of all Defaulting Lenders (or after the
termination thereof, the sum of then total outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting Lenders of the total
outstanding Letter of Credit Outstandings at such time).

"Returns"
shall have the meaning provided in Section 7.9.

"Revolving
Loan" shall have the meaning provided in Section 1.1.

"Revolving
Loan Availability" shall mean at any time, the lesser of (a) the Total Revolving Loan Commitments less the Letter of Credit Outstandings, and (b) the Borrowing
Base Amount less the Letter of Credit Outstandings.

"Revolving
Loan Commitment" shall mean, for each Lender, the amount set forth opposite such Lender's name in Schedule I directly below the column entitled "Revolving Loan
Commitment," as same may be (x) reduced from time to time pursuant to Sections 3.2, 3.3 and/or 10 or (y) adjusted from time to time as a result of assignments to of from such
Lender pursuant to Section 1.13 or 13.4(b).

"Revolving
Loan Maturity Date" shall mean February     , 2006.

"Revolving
Note" shall have the meaning provided in Section 1.5(a).

"RL
Lender" shall mean each Lender with a Revolving Loan Commitment or with outstanding Revolving Loans.

"RL
Percentage" of any RL Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the Revolving Loan Commitment of such RL Lender at such time and
the denominator of which is the Total Revolving Loan Commitment at such time, provided that if the RL Percentage of any RL Lender is to be determined after the Total Revolving Loan Commitment has been
terminated, then the RL Percentage of such RL Lender shall be determined immediately prior (and without giving effect) to such termination.

"Scheduled
Interest Payment Date" shall mean (x) in the case of Base Rate Loans, the last Business Day of each calendar month ended after the Initial Borrowing Date (beginning
with February 28, 2003) and on or before the Revolving Loan Maturity Date, (y) in the case of Letters of Credit fees, on the last Business Day of the third month following the issuance
or renewal of such Letter of Credit and on the last Business Day of each three month period thereafter, and (z) in the case of other Fees, on the last Business Day of each calendar quarter,
commencing on the first such date to occur after the Effective Date.

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"SEC" shall have the meaning provided in Section 8.1(g).

"Section 4.4(b)(ii)
Certificate" shall have the meaning provided in Section 4.4(b)(ii).

"Secured
Creditors" shall have the meaning assigned that term in the respective Security Documents.

"Securities
Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Security
Agreement" shall have the meaning provided in Section 5.9.

"Security
Agreement Collateral" shall mean all "Collateral" as defined in the Security Agreement.

"Security
Documents" shall mean and include each of the Security Agreement, the Pledge Agreement and each Mortgage and, after the execution and delivery thereof, each Additional Security
Document.

"Shareholders'
Agreements" shall have the meaning provided in Section 5.5.

"Stated
Amount" of each Letter of Credit shall mean, at any time, the maximum amount available to be drawn thereunder (in each case determined without regard to whether any conditions to
drawing could then be met).

"Subsidiaries
Guaranty" shall have the meaning provided in Section 5.8.

"Subsidiary"
shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a
majority of the directors of
such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is
at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such
Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.

"Subsidiary
Guarantor" shall mean each Domestic Subsidiary of the Borrower existing on the Initial Borrowing Date or established, created or acquired after the Initial Borrowing Date
(unless the Required Banks, in their sole discretion have waived in writing the requirement that any such Domestic Subsidiary become a Subsidiary Guarantor).

"Tax
Sharing Agreements" shall have the meaning provided in Section 5.5.

"Taxes"
shall have the meaning provided in Section 4.4(a).

"Test
Period" shall mean each period of four consecutive fiscal quarters of the Borrower ended on the last day of any fiscal quarter of the Borrower (in each case taken as one accounting
period).

"Total
Commitment" shall mean, at any time, the sum of the Commitment of each Lender at such time.

"Total
Revolving Loan Commitment" shall mean, at any time, the sum of the Revolving Loan Commitments of each of the Lenders at such time.

"Total
Unutilized Revolving Loan Commitment" shall mean, at any time, an amount equal to the remainder of (x) the Total Revolving Loan Commitment then in effect less
(y) the sum of the aggregate principal amount of all Revolving Loans then outstanding plus the aggregate amount of all Letter of Credit Outstandings.

"Transaction"
shall mean the entering into of the Credit Documents and the incurrence of Loans on the Initial Borrowing Date and the payment of all flees and expenses in connection with
the foregoing.

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"Type"
shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a Base Rate Loan or a Eurodollar Loan.

"UCC"
shall mean the Uniform Commercial Code as from time to time in effect in the State of Illinois.

"Unfunded
Current Liability" of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan determined on a plan termination basis in
accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable
to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contribution).

"United
States" and "U.S." shall each mean the United States of America.

"Unpaid
Drawing" shall have the meaning provided in Section 2.5(a).

"Unutilized
Revolving Loan Commitment" shall mean, with respect to any Lender at any time, such Lender's Revolving Loan Commitment at such time less the sum of (i) the aggregate
outstanding principal amount of all Revolving Loans made by such Lender at such time and (ii) such Lender's RL Percentage of the Letter of Credit Outstandings at such time.

"Wholly-Owned
Subsidiary" shall mean, as to any Person, (i) any corporation 100% of whose capital stock is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100%
equity interest at such time.

SECTION 12.The Administrative Agent.

12.1.Appointment.    The Lenders hereby irrevocably designate and appoint LaSalle as Administrative Agent (for
purposes of this Section 12 and Section 13.1, the term "Administrative Agent" also shall include LaSalle in its capacity as Collateral Agent pursuant to the Security Documents) to act as
specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to
exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto. The Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates.

12.2.Nature of Duties.    The Administrative Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement and in the other Credit Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any
action taken or omitted by it or them hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement
or in any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein.

12.3.Lack of Reliance on the Administrative Agent.    Independently and without reliance upon the Administrative
Agent, each Lender and the holder of each Note, to the extent it deems

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appropriate,
has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower and its Subsidiaries in connection with the making
and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrower and its Subsidiaries and,
except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of
any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall
not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or
the financial condition of the Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of
this Agreement or any other Credit Document, or the financial condition of the Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

12.4.Certain Rights of the Administrative Agent.    If the Administrative Agent requests instructions from the
Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, the Administrative Agent shall be entitled to refrain from
such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders; and the Administrative Agent shall not incur liability to any
Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result
of the
Administrative Agent acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.

12.5.Reliance.    The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by
any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder
and thereunder, upon advice of counsel selected by the Administrative Agent.

12.6.Indemnification.    To the extent the Administrative Agent (or any affiliate thereof) is not reimbursed and
indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent (and any affiliate thereof) in proportion to their respective "percentage" as used in determining the
Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof in performing its duties hereunder or under any
other Credit Document or in any way relating to or arising out of this Agreement or any other Credit Document or its syndication efforts in connection herewith; provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's (or such
affiliate's) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

12.7.The Administrative Agent in its Individual Capacity.    With respect to its obligation to make Loans, or
issue or participate in Letters of Credit, under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a "Lender" and may exercise the same rights and powers
as though it were not performing the duties specified herein; and the term "Lender," "Required Lenders," "holders of Notes" or any similar terms shall, unless the context clearly indicates

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otherwise,
include the Administrative Agent in its respective individual capacities. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any
kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Credit Party or any
Affiliate of any Credit Party (or any Person engaged in a similar business with any Credit Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept
fees and other consideration from any Credit Party or any Affiliate of any Credit Party for services in connection with this Agreement and otherwise without having to account for the same to the
Lenders.

12.8.Holders.    The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all
purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any
request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent
holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

12.9.Resignation by the Administrative Agent.



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SECTION 13.Miscellaneous.

13.1.Payment of Expenses, etc.    The Borrower hereby agrees to: (i) whether or not the transactions herein
contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and
disbursements of Gardner, Carton & Douglas and the Administrative Agent's other counsel and consultants) in connection with the preparation, execution, delivery and administration of this
Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent
in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders in connection with the
enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case, without limitation, the
reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Lenders); (ii) pay and hold
the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, court, excise and other similar documentary taxes, charges or similar levies with
respect to the foregoing matters (collectively, "Other Taxes"), and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such Other Taxes; (iii) indemnify the Administrative Agent and each Lender
for (a) the full amount of Other Taxes paid by the Administrative Agent and/or such Lender, and (b) any liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority; and (iv) indemnify the Administrative Agent and each
Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all
liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and
consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any actual or
prospective claim, investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto and whether or not such investigation, litigation or other
proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the
proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies
provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any
Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or
any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries
with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real
Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of
the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction

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in
a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence
may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which
is permissible under applicable law. All amounts due under this Section 13.1 shall be payable within ten days after demand therefor.

13.2.Right of Setoff.    In addition to any rights now or hereafter granted under applicable law or otherwise, and
not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and each Lender is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate
and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by the Administrative Agent or such Lender (including, without limitation, by branches and
agencies of such Lender wherever located) to or for the credit or the account of the Borrower or any of its Subsidiaries against and on account of the Obligations and liabilities of the Credit Parties
to the Administrative Agent or such Lender under this Agreement or under any of the other Credit Documents, including without limitation, all interests in Obligations purchased by such Lender pursuant
to Section 13.6(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender
shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them shall be contingent or unmatured.

13.3.Notices.    Except as otherwise expressly provided herein, all notices and other communications provided for
hereunder shall be in writing (including telegraphic, telex, telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party, at the
address specified opposite its signature below or in the other relevant Credit Documents; if to any Lender, at its address specified on Schedule II; and if to the Administrative Agent, at the
Notice Office; or, as to any Credit Party or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case
may be, or sent by telex or telecopier, except that notices and communications to the Administrative Agent and the Borrower shall not be effective until received by the Administrative Agent or the
Borrower, as the case may be.

13.4.Benefit of Agreement Assignments; Participations.



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13.5.No Waiver; Remedies Cumulative.    No failure or delay on the part of the Administrative Agent, the
Collateral Agent, the Issuing Lender or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other
Credit Party and the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers
and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Collateral Agent, the
Issuing Lender or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender to any other or further action in any circumstances without
notice or demand.

13.6.Payments Pro Rata.



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13.7.Calculations; Computations.



13.8.GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.



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13.9.Counterparts.    This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

13.10.Effectiveness.    This Agreement shall become effective on the date (the "Effective Date") on which the
Borrower, the Administrative Agent and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative
Agent at the Notice Office or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office
that the same has been signed and mailed to it. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Effective Date.

13.11.Headings Descriptive.    The headings of the several sections and subsections of this Agreement are inserted
for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

13.12.Amendment or Waiver; etc.



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13.13.Survival.    All indemnities set forth herein including, without limitation, in Sections 1.10, 1.11,
2.6, 4.4, 12.6 and 13.1 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.

13.14.Domicile of Loans.    Each Lender may transfer and carry its Loans at, to or for the account of any office
Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14 would, at the time of
such transfer, result in increased costs under Section 1.10, 1.11, 2.6 or 4.4 from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated
to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer).

13.15.Register.    The Borrower hereby designates the Administrative Agent to serve as its agent, solely for
purposes of this Section 13.15, to maintain a register (the "Register") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders
and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower's obligations
in respect of such Loans. With respect to any Lender, the transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans
shall be
recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.4(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part
of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and
against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this
Section 13.15.

13.16.Confidentiality.



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13.17.Restructuring of Assets.    The parties hereto acknowledge that the Borrower has informed the Lenders that
it shall, after the occurrence of the Initial Borrowing Date, transfer all or a portion of certain assets to First Horizon International and with the International Subsidiaries enter the First Horizon
International Financing. The Administrative Agent and the Lenders hereby agree, so long as no Default or Event of Default exists hereunder, that they will work in good faith with the Borrower and the
International Subsidiaries to consent to transactions described above so long as such transactions are structured in a manner which is reasonably satisfactory to the Administrative Agent and the
Required Lenders and the Collateral Agent's first perfected lien remains on any transferred Collateral. In connection with any such transaction, the parties hereto shall enter into such modifications
to the Credit Documents as the Administrative Agent and the Required Lenders determine are reasonably necessary or desirable in connection with the transaction so approved, it being understood and
agreed by all parties hereto that the nature of such modifications may require the consent of the Required Lenders pursuant to Section 13.12(a). It is further acknowledged and agreed that upon
the funding of the initial loan under the First Horizon International Financing and the Collateral Agent obtaining Liens in connection therewith as provided in the documents evidencing such financing,
any Lien of the Collateral Agent for the benefit of the Lenders for the Obligations on any property of First Horizon International or its subsidiaries transferred from the Borrower or otherwise shall
be released and no property of First Horizon International or its Subsidiaries shall secure the Obligations.

[Signature
Page Follows]

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IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Credit Agreement as of the date first above written.

|Address                                                                             |  |                                                                             |  |                                                                             
|----------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|First Horizon Pharmaceutical Corporation
6195 Shiloh Road
Alpharetta, Georgia 30005 |  | FIRST HORIZON PHARMACEUTICAL CORPORATION                                   
|                                                                                    |  | By:                                                                         |  | /s/DARRELL BORNEName:  Darrell BorneTitle:CFO                               
|                                                                                    |  | LASALLE BANK NATIONAL ASSOCIATION,
Individually and as Administrative Agent
|                                                                                    |  | By:                                                                         |  | /s/PATRICK J. O'TOOLEName:  Patrick J. O'TooleTitle:Assistant Vice President

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