CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
(B)
ON AND AFTER THE AMENDMENT EFFECTIVE DATE, EACH REFERENCE IN THE
CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN", OR WORDS
OF LIKE IMPORT, AND EACH REFERENCE TO THE CREDIT AGREEMENT IN ANY OTHER LOAN
DOCUMENT SHALL BE DEEMED TO BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 6.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS (AND
BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF
THIS AMENDMENT BY FACSIMILE OR OTHER ELECTRONIC IMAGING SHALL BE AS EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
SECTION 8.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER JURISDICTION.
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SECTION 9.
HEADINGS.
THE SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AMENDMENT AND SHALL NOT AFFECT THE
CONSTRUCTION OF, OR BE TAKEN INTO CONSIDERATION IN INTERPRETING, THIS AMENDMENT.
SECTION 10.
FEES AND EXPENSES.
WITHOUT LIMITING THE BORROWER'S OBLIGATIONS
UNDER SECTION 9.03 OF THE CREDIT AGREEMENT, THE BORROWER AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT FOR ITS REASONABLE AND DOCUMENTED OUT-OF-POCKET EXPENSES IN
CONNECTION WITH THIS AMENDMENT, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF CRAVATH, SWAINE & MOORE LLP, COUNSEL FOR THE ADMINISTRATIVE
AGENT.
THE BORROWER AGREES TO PAY ON THE AMENDMENT EFFECTIVE DATE TO THE
ADMINISTRATIVE AGENT, (A) FOR THE ACCOUNT OF EACH LENDER THAT EXECUTES AND
DELIVERS A COPY OF THIS AMENDMENT TO THE ADMINISTRATIVE AGENT (OR ITS COUNSEL)
ON OR PRIOR TO THE TIME SPECIFIED BY THE ADMINISTRATIVE AGENT, AN AMENDMENT FEE
IN AN AMOUNT EQUAL TO 0.10% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE COMMITMENTS
OF SUCH LENDER OUTSTANDING ON THE AMENDMENT EFFECTIVE DATE AND (B) FOR THE
ACCOUNT OF EACH OTHER LENDER, AN AMENDMENT FEE IN AN AMOUNT EQUAL TO 0.05% OF
THE AGGREGATE PRINCIPAL AMOUNT OF THE COMMITMENTS OF SUCH LENDER OUTSTANDING ON
THE AMENDMENT EFFECTIVE DATE.
ALL FEES SHALL BE PAYABLE IN IMMEDIATELY
AVAILABLE FUNDS AND SHALL NOT BE REFUNDABLE.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the date first above
written.
CEPHALON, INC.,
by
/s/ Wilco Groenhuysen
Name: Wilco Groenhuysen
Title: Sr. VP, Worldwide