FIRSTAMENDMENT

provided, however, that notwithstanding anything herein to the contrary, the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.

SECTION 1.02.                                                           Amendment to Section 6.01(c) of the Existing Credit Agreement.  Section 6.01(c) of the Existing Credit Agreement is hereby amended by deleting the phrase “but in any event at least 60 days after the end of each fiscal year of the Company” and replacing it with “but in any event no later than 60 days after the end of each fiscal year of the Company”.

SECTION 1.03.                                                           Amendment to Section 6.02 of the Existing Credit Agreement.   The penultimate paragraph of Section 6.02 of the Existing Credit Agreement is hereby amended by (i) replacing the reference to “Section 6.02(d)” in the first sentence thereof with a reference to “Section 6.02(c)” and (ii) replacing the reference to “Section 6.02(b)” in the second sentence thereof with a reference to “Section 6.02(a)”.

SECTION 1.04.                                                           Amendment to Section 8.02 of the Existing Credit Agreement. Section 8.02 of the Existing Credit Agreement is hereby deleted in its entirety and replaced by the following:

8.02                           Remedies upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)                                  declare the commitment of each Lender to make Loans, any obligation of Bank of America to enter into Secured Hedge Agreements under the Permitted FX Facility and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)                                 declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c)                                  require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)                                 exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

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provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans, any obligation of Bank of America to enter into Secured Hedge Agreements under the Permitted FX Facility and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

SECTION 1.05.                                                           Amendment to Schedule 10.02 to the Existing Credit Agreement.  Schedule 10.02 to the Existing Credit Agreement shall be amended by adding the following website of the Company to such Schedule:  www.amylin.com.

SECTION 1.06.                                                           Amendment to Section 3.01 of the Existing Security Agreement.   The first sentence of the last paragraph of Section 3.01 of the Existing Security Agreement is hereby amended by deleting the reference to “clauses (i) through (iv) above” with a reference to “clauses (i) through (iii) above”.

SECTION 1.07.                                                           Amendment to Section 4.01(f) of the Existing Security Agreement.  The first sentence of Section 4.01(f) of the Existing Security Agreement is hereby amended by deleting the clause at the end of such sentence that begins “provided, however” and replacing it with the following clause:

; provided, however, that any Grantor shall not be required to deliver an Account Control Agreement in respect of any Deposit Account that consists solely of Excluded Collateral or is exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Grantors’ employees.

SECTION 1.08.                                                           Representations and Warranties.  Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows:

(a)                                  The representations and warranties of such Borrower contained in Article V of the Existing Credit Agreement, as amended hereby (the “Amended Credit Agreement”), or any other Loan Document (except for any Secured Hedge Agreements or Secured Cash Management Agreements) or which are contained in any document furnished at any time under or in connection therewith are true and correct in all material respects on and as of the date hereof and on and as of the Amendment Effective Date with the same effect as if made on and as of the date hereof or the Amendment Effective Date, as the case may be, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Existing Credit Agreement shall be deemed