AS FOLLOWS:
"(B) TRANSACTIONS
BETWEEN OR AMONG TWO OR MORE OF ANY OF THE BORROWER AND THE SUBSIDIARIES NOT
INVOLVING ANY OTHER AFFILIATE, PROVIDED THAT ANY SALE, TRANSFER OR OTHER
DISPOSITION OF AN ASSET (OTHER THAN ANY SUCH SALE, TRANSFER OR OTHER DISPOSITION
CONSTITUTING AN INVESTMENT) BY ANY LOAN PARTY TO ANY SUBSIDIARY THAT IS NOT LOAN
PARTY SHALL BE MADE FOR CONSIDERATION THAT EQUALS AT LEAST THE FAIR MARKET VALUE
(AS DETERMINED REASONABLY AND IN GOOD FAITH BY THE CHIEF FINANCIAL OFFICER OF
THE BORROWER, GIVING EFFECT TO GAAP) OF SUCH ASSET,".
(D)
THE SECOND SENTENCE OF SECTION 9.14 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY REPLACING THE PARENTHETICAL "(OTHER THAN TO THE BORROWER OR
ANY SUBSIDIARY OR ANY OF THEIR RELATED PARTIES)" WITH "(OTHER THAN TO ANOTHER
LOAN PARTY)".
SECTION 3.
ADDITIONAL AGREEMENT.
THE LENDERS PARTY HERETO HEREBY AUTHORIZE THE
ADMINISTRATIVE AGENT TO RELEASE, IN CONNECTION WITH THE CONSUMMATION OF THE UK
RESTRUCTURING TRANSACTIONS, ANY AND ALL LIENS CREATED IN FAVOR OF THE
ADMINISTRATIVE AGENT UNDER THE SECURITY DOCUMENTS ON THE EQUITY INTERESTS IN
CEPHALON UK, AND TO EXECUTE AND DELIVER TO ANY LOAN PARTY ALL DOCUMENTS THAT
SUCH LOAN PARTY SHALL REASONABLY REQUEST TO EVIDENCE SUCH RELEASE.
ANY
EXECUTION AND DELIVERY OF DOCUMENTS BY THE ADMINISTRATIVE AGENT PURSUANT TO THIS
PARAGRAPH SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE ADMINISTRATIVE AGENT.
3
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND TO EACH OF THE LENDERS, AS OF THE
AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW), THAT:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS AMENDMENT
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL
AND, IF REQUIRED, STOCKHOLDER OR OTHER EQUITYHOLDER ACTION.
THIS AMENDMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER AND THIS AMENDMENT AND THE
CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, CONSTITUTES LEGAL, VALID AND
BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW.
(B)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE SUBSIDIARY LOAN
PARTIES SET FORTH IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE AMENDMENT EFFECTIVE DATE,
EXCEPT IN THE CASE OF ANY SUCH REPRESENTATION OR WARRANTY THAT EXPRESSLY RELATES
TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY IS TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE.
(C)
ON AND AS OF THE AMENDMENT EFFECTIVE DATE, AFTER GIVING EFFECT TO THIS
AMENDMENT, NO DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 5.
EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME EFFECTIVE, AS OF THE
DATE FIRST ABOVE WRITTEN, ON THE DATE (THE "AMENDMENT EFFECTIVE DATE") ON WHICH
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED DULY EXECUTED COUNTERPARTS HEREOF
THAT, WHEN TAKEN