payment and any claim for rescission with respect to, principal of and premium, if any, on anyIndebtedness of Borrower or any Loan Party that refinances the CODES or any Indebtedness incurredsolely pursuant to Section 9.01(viii); provided, however, that so long as noDefault exists or would result therefrom, the term “Restricted Additional Specified IndebtednessPayment” shall not include any refinancing of Indebtedness of Borrower or any Loan Party thatrefinances the CODES or any Indebtedness incurred solely pursuant to Section 9.01(viii) that ispermitted under Section 9.01.               (v) “Robin Hood” means Robin Hood Holdings Limited, a Malta private limited liabilitycompany.               (vi) “Robin Hood Acquisition” means the acquisition of Robin Hood by Borrower pursuantto the Share Purchase Agreement.               (vii) “Sellers” means the selling shareholders party to the Share Purchase Agreement.               (viii) “Sepracor” means Sepracor, Inc., a Delaware corporation.               (ix) “Sepracor Sharing Agreements Note” means any note, loan or other indebtednessissued or incurred (or to be issued or incurred) by AIL (or any Affiliate of Borrower) to a thirdparty lender(s) (including any related interest and guarantee undertakings) as contemplated bySection 6.21 of the Share Purchase Agreement, provided that the intention of the parties is thatBorrower and its Subsidiaries will not be required to make any principal payments on the SepracorSharing Agreements Note in excess of amounts received from payments from Sepracor.               (x) “Share Purchase Agreement” means the share purchase agreement dated as of June 16,2009, among Borrower, a non-U.S. wholly-owned Subsidiary of Borrower, Robin Hood, the sellingshareholders party thereto and a representative of the selling shareholders.          (b) Section 1.01 of the Credit Agreement is hereby amended as follows:               (i) The definition of “Indebtedness” shall be amended by adding the language “: (i)” afterthe word “include” in the last sentence thereof, by replacing the period at the end thereof with acomma, and by adding the following language at the end thereof:“(ii) obligations to make post-closing payments from Borrower or any of its Subsidiaries tothe Seller(s) or any applicable successors relating to the Atorvastatin Profit SharingArrangement which are due and payable to the Sellers beginning no earlier than February2012, and (iii) indebtedness incurred by AIL evidenced by the Sepracor Sharing AgreementsNote in a principal amount not to exceed $151.4 million (or refinancings thereof to theextent of the principal amount of the Sepracor Sharing Agreements Note)”.               (ii) The definition of “Restricted Payment” shall be amended by deleting the language “or”therein and replacing it with a comma, and adding the language “or Restricted Additional SpecifiedIndebtedness Payment” at the end thereof.          (c) Section 8.10(a) of the Credit Agreement is hereby clarified, for the avoidance ofdoubt, to add the word “domestic” before each use of the terms “Subsidiary” and “Subsidiaries”contained therein.          (d) Section 9.01 of the Credit Agreement is hereby amended as follows:               (i) Section 9.01(viii) is hereby amended by deleting the language “$100,000,000”therein and replacing it with the language “$500,000,000”.               (ii) Section 9.01(xiii) is hereby amended:
 

 
          (1) by adding the language “or this clause (xiii)” after the language “or (xii)”therein;          (2) by adding the following language after the word “Lenders” in the fourth linethereof: “provided further however, that with regard to refinancing the ConvertibleContingent Senior Debentures (the “CODES”), the first proviso of this clause (xiii)shall not apply to any Indebtedness incurred to refinance the CODES, which Indebtedness hasa maturity occurring after the later of the 91st day following the Term LoanMaturity Date or the 91st day following the Revolving Loan Maturity Date and, forthe avoidance of doubt, the principal amount of the Indebtedness incurred to refinance theCODES may be in excess of the amount of the CODES up to the amount permitted to be used withany other exception in this Section 9.01”.***Section 2. Consent and Waiver***          Pursuant to Section 13.09 of the Credit Agreement, the Requisite Lenders herebyconsent to the Robin Hood Acquisition described in this Amendment and waive the requirements of anyprovision of the Credit Agreement or any other Loan Document that might otherwise be deemed toimpair or otherwise restrict the foregoing, if any, subject to the limitations of the covenantscontained in Articles IX and X of the Credit Agreement, as amended hereby.***Section 3. Conditions Precedent to the Effectiveness of this Amendment***          This Amendment shall become effective as of the date first written above when, and only when,each of the following conditions precedent shall have been (or are or will be substantiallyconcurrently therewith) satisfied or waived (the “Amendment No. 1 Effective Date”) by theAdministrative Agent:          (a) The Administrative Agent shall have received this Amendment, duly executed by Borrower,the Administrative Agent and the Requisite Lenders.          (b) Evidence that the person executing this Amendment on behalf of Borrower is authorized toexecute this Amendment on behalf of Borrower and bind Borrower hereunder.          (c) Borrower shall have paid, in each case to the extent invoiced prior to the Amendment No. 1Effective Date, all reasonable out-of-pocket costs and expenses of the Administrative Agent inconnection with the preparation, reproduction, execution and delivery of this Amendment (including,without limitation, the reasonable fees, charges, disbursements and out-of-pocket expenses ofCahill Gordon & Reindel llp with respect thereto).***Section 4. Representations and Warranties***          On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment,Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:          (a) this Amendment has been duly authorized, executed and delivered by Borrower andconstitutes the legal, valid and binding obligations of Borrower enforceable against Borrower inaccordance with its terms and the Credit Agreement as amended by this Amendment constitutes thelegal, valid and binding obligation of Borrower enforceable against Borrower in accordance with itsterms, except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generallyand by general equitable principles (whether enforcement is sought by proceedings in equity or atlaw);          (b) each of the representations and warranties contained in Section 6.01 of the CreditAgreement and each other Loan Document is true and correct in all material respects, as if made onand as of such date and except to the extent that such representations and warranties specificallyrelate to a specific date, in which case such representations and warranties shall be true andcorrect in all material respects as of such specific date;
 

 
provided*,*however, that references therein to the “Credit Agreement” shall bedeemed to refer to the Credit Agreement as amended hereby and after giving effect to the consentsset forth herein; and          (c) no Default or Event of Default has occurred and is continuing.***Section 5. Covenants***          (a) Borrower agrees to pay on demand in accordance with the terms of Section 13.04 ofthe Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent inconnection with the preparation, reproduction, execution and delivery of this Amendment (including,without limitation, the reasonable fees and out-of-pocket expenses of Cahill Gordon & Reindelllp with respect thereto).          (b) Borrower agrees to repay $100.0 million of the Term Loan Commitment on or before the laterof (x) September 15, 2009 and (y) two business days after the closing of one or more financingtransactions that have net proceeds of $775.0 million, $575.0 million of which is used to refinancethe CODES; provided that if no such financing shall have occurred by December 16, 2009,Borrower hereby agrees to repay $100.0 million of the Term Loan Commitment on such date. Any suchprepayment shall comply with the terms of Article III and Section 4.02(f) of the Credit Agreement.          (c) Borrower agrees that any new Indebtedness incurred by Borrower shall also not prohibitpayments with respect to the Atorvastatin Profit Sharing Arrangement and the Sepracor SharingAgreements Note as described in Section 1 hereof.***Section 6. Reference to and Effect on the Loan Documents***          (a) As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “thisAgreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in theother Loan Documents to the Credit Agreement (including, without limitation, by means of words like“thereunder”, “thereof” and words of like import), shall mean and be a reference to the CreditAgreement as amended hereby, and this Amendment and the Credit Agreement shall be read together andconstrued as a single instrument. Each of the table of contents and lists of Exhibits andSchedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment asof the Amendment No. 1 Effective Date.          (b) Except as expressly amended hereby or specifically waived above, all of the terms andprovisions of the Credit Agreement and all other Loan Documents are and shall remain in full forceand effect and are hereby ratified and confirmed in all respects.          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of the Lenders, Borrower or theAdministrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of anyother provision of any of the Loan Documents or for any purpose except as expressly set forthherein.          (d) This Amendment is a Loan Document.***Section 7. Agreements of Borrower***          (a) Borrower hereby (i) expressly acknowledges the terms of this Amendment, (ii) ratifies andaffirms after giving effect to this Amendment its obligations under the Loan Documents executed byBorrower and (iii) after giving effect to this Amendment, acknowledges, renews and extends itscontinued liability under all such Loan Documents and agrees such Loan Documents remain in fullforce and effect.          (b) Borrower hereby reaffirms, as of the Amendment No. 1 Effective Date, and after givingeffect to this Amendment, the covenants and agreements contained in each Loan Document to which itis a party.
 

 
          (c) Borrower hereby acknowledges and agrees that the acceptance by the Administrative Agent,each Lender and each other Agent of this Amendment shall not be construed in any manner toestablish any course of dealing on any Agent’s or Lender’s part, including the providing of anynotice or the requesting of any acknowledgment not otherwise expressly provided for in any LoanDocument with respect to any future amendment, waiver, supplement or other modification to any LoanDocument or any arrangement contemplated by any Loan Document.***Section 8. Execution in Counterparts***          This Amendment may be executed in counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame instrument. This Amendment shall become effective against the Borrower, each Lender and theAdministrative Agent on the date hereof when each such party hereto executes and delivers thisAmendment. This Amendment and each of the other Loan Documents shall be construed to the extentreasonable to be consistent one with the other, but to the extent that the terms and conditionshereof are actually inconsistent with the terms and conditions of any other Loan Document, thisAgreement shall govern.***Section 9. Governing Law***          THIS AMENDMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETODETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.***Section 10. Section Titles***          Section headings in this Amendment are included herein for convenience of reference only andshall not constitute a part of this Amendment or be given any substantive effect.***Section 11. Notices***          All communications and notices hereunder shall be given as provided in the Credit Agreement.***Section 12. Severability***          In case any provision in or obligation under this Amendment shall be invalid, illegal orunenforceable in any jurisdiction, the validity, legality and enforceability of the remainingprovisions or obligations, or of such provision or obligation in any other jurisdiction, shall notin any way be affected or impaired thereby.***Section 13. Successors and Assigns***          This Amendment shall be binding upon the parties thereto and their respective successors andassigns and shall inure to the benefit of the parties thereto and the successors and permittedassigns of the Lenders. The rights hereunder of Borrower, or any interest therein, may not beassigned without the written consent of all Lenders.***Section 14. Waiver of Jury Trial***          EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND BORROWER IRREVOCABLY WAIVES TRIAL BY JURY INANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT.
 

 
***Section 15. Release.***          In further consideration of the Requisite Lenders’ execution of this Amendment, Borrowerhereby releases the Administrative Agent and each Lender and each of their respective affiliates,officers, employees, directors, agents and attorneys (collectively, the “Releasees”) fromany and all claims, demands, liabilities, responsibilities, disputes, causes of action (whether atlaw or equity) and obligations of every kind or nature whatsoever, whether liquidated orunliquidated, known or unknown, matured or unmatured, fixed or contingent that Borrower may haveagainst the Releasees which arise from the Credit Agreement, Obligations or any Loan Documents, ineach case, to the extent arising on or prior to the date hereof.[SIGNATURE PAGES FOLLOW]
 

 
**In Witness Whereof**, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first written above.      WATSON PHARMACEUTICALS, INC.