MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 ROYAL BANK OF CANADA 200 Vesey Street New York, New York 10281 CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 CITIZENS BANK, NATIONAL ASSOCIATION 28 State Street Boston, MA 02109 PNC BANK, NATIONAL ASSOCIATION PNC CAPITAL MARKETS LLC 225 Fifth Ave Pittsburgh, PA 15228

Very truly yours,

MORGAN STANLEY SENIOR FUNDING, INC.

By:

/s/ Nehal Abdel Hakim

Name:

Nehal Abdel Hakim

Title:

Authorized Signatory

ROYAL BANK OF CANADA

By:

/s/ James S. Wolfe

Name:

James S. Wolfe

Title:

Managing Director, Head of Global Leveraged Finance

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Justin Tichauer

Name:

Justin Tichauer

Title:

Director

CITIZENS BANK, NATIONAL ASSOCIATION

By:

/s/ Jason S. Miller

Name:

Jason S. Miller

Title:

Managing Director

PNC BANK, NATIONAL ASSOCIATION

By:

/s/ John M. DiNapoli

Name:

John M. DiNapoli

Title:

Senior Vice President

PNC CAPITAL MARKETS LLC

By:

/s/ Lawrence Daly

Name:

Lawrence Daly

Title:

Managing Director

Accepted and agreed to as of

the date first written above:

LANNETT COMPANY, INC.

By:

/s/ Arthur P. Bedrosian

Name:

Arthur P. Bedrosian

Title:

Chief Executive Officer

CONFIDENTIAL

EXHIBIT A

CONFIDENTIAL

EXHIBIT B

Borrower:

Lannett Company, Inc. (the “Borrower”).

Joint Lead Arrangers and Bookrunners:

Morgan Stanley Senior Funding, Inc. (“MSSF”), RBC Capital Markets, Citi and each other financial institution appointed as a joint lead arranger and/or joint bookrunner pursuant to the terms of the Commitment Letter (the “Joint Lead Arrangers”).

Administrative Agent and Collateral Agent:

MSSF will act as the sole administrative agent and sole collateral agent (in such capacities, the “Administrative Agent”) for the Lenders.

Co- Documentation Agents:

Citizens Bank, National Association (“Citizens”) and PNC Bank, National Association (“PNC”).

Transactions:

As described in Exhibit A to the Commitment Letter.

Lenders:

MSSF, Royal Bank of Canada (“Royal Bank”), Citi (or one of their affiliates), Citizens, PNC and a syndicate of financial institutions and other lenders (the “Lenders”) arranged by the Joint Lead Arrangers as contemplated by the Commitment Letter.

Term Facility:

A senior secured term loan facility in an aggregate principal amount of up to $1,160.0 million, plus, at the Borrower’s option pursuant to the terms of the Fee Letter, the Term Loan Flex Increase (the “Term Facility”).

Loans under the Term Facility (the “Term Loans”) will be available to the Borrower in U.S. dollars.

Revolving Facility:

A senior secured revolving credit facility in an aggregate principal amount of up to $125.0 million (the “Revolving Facility”; together with the Term Facility, the “Bank Facilities”).  Lenders with commitments under the Revolving Facility are collectively referred to herein as the “Revolving Lenders”.

The commitment to make loans under the Revolving Facility (the “Revolving Loans”) will be available to the Borrower in U.S. dollars.

Swingline Facility:

The Administrative Agent or another consenting Revolving Lender approved by the Administrative Agent and the Borrower (in such capacity, the “Swingline Lender”) will make available to the Borrower a swingline facility under which the Swingline Lenders shall make at their absolute discretion short-term borrowings to the Borrower in U.S. dollars (in minimum amounts to be agreed upon and integral multiples to be agreed upon) of up to an amount to be agreed; provided, that no Swingline Lender shall be obligated to make available swingline borrowings, or fund participations in any swingline loans, in an aggregate amount exceeding such Swingline Lender’s commitment on a pro rata basis.  Except for purposes of calculating the commitment fee described below, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis.  The Revolving Lenders will be unconditionally obligated to purchase participations in any swingline loan pro rata based upon their commitments under the Revolving Facility.

Letters of Credit:

An amount to be agreed of the Revolving Facility will be available to the Borrower in the form of letters of credit.  Letters of credit will be issued by MSSF or one or more other consenting Revolving Lenders approved by the Administrative Agent (in such capacity, the “Issuing Banks”); provided, that no Issuing Bank shall be obligated to issue letters of credit, or fund participations in the reimbursement obligations of such letters of credit, in an aggregate amount, together with the aggregate principal amount of the outstanding Revolving Loans and swingline loans made by such Issuing Bank, exceeding such Issuing Bank’s commitment in respect of the Revolving Facility. Each letter of credit will be denominated in U.S. dollars and will expire not later than the earlier of (a) twelve months after its date of issuance and (b) the fifth business day prior to the final maturity of the Revolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to twelve months on customary terms (which in no event shall extend beyond the date referred to in clause (b) above unless cash collateralized or otherwise credit supported by arrangements satisfactory to the Issuing Bank on or before such date).  Drawings under any letter of credit shall be reimbursed (whether with its own funds or with the proceeds of Revolving Loans, if otherwise available) by the Borrower within one business day.  The Revolving Lenders will be irrevocably and unconditionally obligated to acquire participations in each letter of credit, pro rata in accordance with their commitments under the Revolving Facility, and to fund such participations in the event the Borrower does not reimburse an Issuing Bank for drawings within one business day.

Incremental Facilities:

The definitive credit documentation in respect of the Bank Facilities shall provide for one or more incremental term facilities (the “Incremental Term Facilities”) and/or incremental revolving facility (the “Incremental Revolving Facility”, together with the Incremental Term Facilities, the “Incremental Facilities”) in minimum amounts to be agreed and in an

aggregate total principal amount for all such increases and incremental facilities not to exceed the sum of (x) $300.0 million (the amount available under this clause (x), the “Incremental Dollar Basket”) plus (y) an unlimited amount so long as after giving effect to the incurrence of such Incremental Facility, the Borrower would be in pro forma compliance with a Senior Secured Net Leverage Ratio (as defined below under the heading Documentation & Defined Terms) of not greater than the Senior Secured Net Leverage Ratio as of the Closing Date (the “Closing Date Senior Secured Net Leverage Ratio”) (calculated (1) assuming the commitments under such Incremental Facility (including any Incremental Revolving Facility) were fully drawn and (2) excluding the cash proceeds of any borrowing under any such Incremental Facility), for the most recent determination period for which financial statements are available (after giving effect to such Incremental Facility, any acquisitions or dispositions or prepayment of indebtedness and other appropriate pro forma adjustments to be mutually agreed), for all such Incremental Facilities (the amount available under this clause (y), the “Incremental Ratio Basket”) plus (z) an amount equal to all voluntary prepayments and commitment reductions (other than any prepayment or commitment reduction in connection with a permitted refinancing) of the Bank Facilities (and with respect to any Revolving Facility, to the extent accompanied by a permanent reduction of the revolving commitments thereunder) (the amount available under this clause (z), the “Voluntary Prepayment Incremental Basket”), provided that (x) at the Borrower’s option, capacity under the Incremental Ratio Basket shall be deemed to be used before capacity under the Incremental Dollar Basket or Voluntary Prepayment Incremental Basket, and (y) loans may be incurred under each of the Incremental Dollar Basket, the Voluntary Prepayment Incremental Basket and the Incremental Ratio Basket, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Incremental Ratio Basket by disregarding any concurrent utilization of the Incremental Dollar Basket and the Voluntary Prepayment Incremental Basket; provided further, that any Incremental Revolving Facility shall be effectuated by increasing the Revolving Facility.  The Incremental Facilities will rank pari passu in right of payment and security with the other Bank Facilities.

The Incremental Facilities shall not initially be effective but may be activated at any time and from time to time during the life of the Bank Facilities at the request of the Borrower with consent required only from those Lenders (including new lenders that are reasonably acceptable to the Administrative Agent and the Borrower) that agree, in their sole discretion, to participate in such Incremental Facility, and the following shall be conditions to the effectiveness of any Incremental Facility:  (a) if subject to testing, pro forma compliance with the Financial Covenant described below, (b) the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date for the Term Facility,

(c) the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Term Facility, (d) the interest margins for the Incremental Term Facility shall be determined by the Borrower and the lenders of the Incremental Term Facility; provided that in the event that the interest margins for any such Incremental Term Facility incurred on or prior to the twelve (12) month anniversary of the Closing Date are greater than the Applicable Margin for the Term Facility by more than 50 basis points (the “Yield Differential”), then the Applicable Margin for the Term Facility shall be increased to the extent necessary so that the interest margins for the Incremental Term Facility are not more than 50 basis points higher than the Applicable Margin for the Term Facility (the “Incremental MFN”), and the Applicable Margin for the Revolving Facility shall be increased by a like amount and (e) any Incremental Revolving Facility shall be on terms and pursuant to documentation applicable to the Revolving Facility and any Incremental Term Facility shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the Term Facility (except to the extent permitted by clause (b), (c) or (d) above), they shall be reasonably satisfactory to the Administrative Agent.

As used herein, “Limited Condition Acquisition” means any acquisition by the Borrower or one or more of its subsidiaries permitted pursuant to the Loan Documents whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

In the case of the incurrence of any indebtedness or liens, or the making of any investments, restricted payments, asset sales or fundamental changes, or the designation of any subsidiaries in connection with a Limited Condition Acquisition, at the Borrower’s option, any condition that there be no default, event of default or specified default and the calculation of relevant ratios and baskets shall be determined as of the date a definitive acquisition agreement for such Limited Condition Acquisition is entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election, in connection with the calculation of any ratio or basket with respect to the incurrence of any other debt or liens, or the making of any other investments, restricted payments, asset sales, fundamental changes or the designation of a restricted subsidiary or unrestricted subsidiary on or following such date and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated, any such ratio or basket shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated.

For purposes of determining the interest margins applicable to the Incremental Term Facility and the Yield Differential for the Term Facility, (i) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) (other than any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Term Facility or the existing Term Facility, as applicable) payable by the Borrower for the account of the Lenders with respect to the Term Facility or the Incremental Term Facility in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (ii) customary arrangement or similar fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term Facility or to one or more arrangers (or their affiliates) of the Incremental Term Facility shall be excluded, and (iii) if the LIBOR or ABR floor for the Incremental Term Facility is greater than the LIBOR or ABR floor, respectively, for the existing Term Facility, then to the extent that such an increase in the interest rate floor in the existing Term Facility would cause an increase in the interest rate then in effect thereunder, and in such case then the interest rate floor (but not the interest rate margin) applicable to the existing Term Facility shall be increased to the extent of such differential between interest rate floors and such increase shall be equated to an increase in the Applicable Margin of the Term Facility.

The Bank Facilities will permit the Borrower to utilize availability under the Incremental Facilities to issue (at the option of the Borrower) (a) notes or loans that are unsecured or secured by the Collateral on a junior basis, or (b) notes that are secured by the Collateral on a pari passu basis (“Incremental Indebtedness”); provided that such notes or loans (i) do not mature prior to the stated maturity of, or have a shorter weighted average life to maturity than, the remaining weighted average life to maturity of, the Term Facility (subject to exceptions for customary bridge financings), (ii) to the extent secured, shall not be secured by any lien on any asset of the Borrower or any Guarantor (as defined below) that does not also secure the Term Facility, or be guaranteed by any person other than the Guarantors, (iii) so long as after giving effect to any such utilization (other than a utilization pursuant to the Incremental Dollar Basket), the Borrower would be in pro forma compliance with a Senior Secured Net Leverage Ratio of not greater than the Closing Date Senior Secured Net Leverage Ratio, and (iv) to the extent secured, shall be subject to the Intercreditor Agreement (as defined below) or other intercreditor terms reasonably agreed between the Borrower and the Administrative Agent.

Refinancing Facility:

The Borrower may refinance loans or commitments under the Bank Facilities and any Incremental Facility from time to time, in whole or in part, in a principal amount not to exceed the principal amount of indebtedness so refinanced plus any accrued but unpaid interest, premiums and fees payable by the terms of such indebtedness being

refinanced plus fees, expenses, original issue discount and upfront fees incurred in connection with such refinancing with (i) a new facility (each, a “Refinancing Facility”) under the relevant Bank Documentation (as defined below) with the consent of the Borrower, the Administrative Agent (to the extent its consent would be required with regard to the identity of potential lenders pursuant to the “Assignments and Participations” provisions below) and the entities providing such Refinancing Facility or (ii) one or more additional series of unsecured or subordinated notes or loans or senior secured loans or notes that will be secured by the Collateral on a pari passu basis with such Bank Facility or junior lien secured or unsecured notes or loans that will be secured on a junior basis to such facility (any such loans “Refinancing Loans”); provided that (a) any secured Refinancing Facility or Refinancing Loans shall be subject to the Intercreditor Agreement (as defined below) or other intercreditor terms reasonably satisfactory to the Administrative Agent, (b) any such Refinancing Facility or Refinancing Loans do not mature prior to the maturity date of the commitments under the Bank Facility or the Incremental Facility being refinanced, (c) no subsidiary of the Borrower shall guarantee any such Refinancing Facility unless such subsidiary is a Loan Party (as defined below), (d) any such Refinancing Facility will have a weighted average life to maturity no shorter than the remaining weighted average life to maturity of the Bank Facility or Incremental Facility being refinanced, and (e) the other terms and conditions of such Refinancing Facility or Refinancing Loans (excluding price and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) no more favorable to the investors providing such Refinancing Facility or Refinancing Loans, as applicable, than, those applicable to the Bank Facility or Incremental Facility being refinanced are to the Lenders (except for covenants or other provisions applicable only to periods after the final maturity date of such Bank Facility existing at the time of such refinancing).

In addition, the loans under the Term Facility or any Incremental Term Facility may be exchanged for unsecured notes or secured notes ranking pari passu with or junior to the Term Facility (“Exchange Indebtedness”); provided that such Exchange Indebtedness (i) does not mature prior to the maturity date of, or have a shorter weighted average life to maturity than, loans under the Term Facility or Incremental Term Facility being exchanged, (ii) shall be issued in exchange for loans under the Term Facility or applicable Incremental Term Facility pursuant to an offer made on a pro rata basis to all Lenders holding loans of any applicable class, and any loans that are so exchanged shall be immediately cancelled, (iii) is in an aggregate principal amount no greater than the aggregate principal amount of the loans exchanged therefor plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the exchange, (iv) to the extent secured, is subject to the terms of the intercreditor agreement attached as an exhibit to the Bank Documentation

(the “Intercreditor Agreement”) or other intercreditor terms reasonably agreed between the Borrower and the Administrative Agent and (v) shall not, to the extent secured, be secured by any lien on any asset that does not also secure the existing Term Facility, or be guaranteed by any person other than the Guarantors.

Purpose:

The proceeds of loans under the Term Facility, together with the proceeds of Take-out Securities (if any) will be used to finance the Acquisition, the Refinancing and other Transaction Costs.

The proceeds of loans under the Revolving Facility will be used for working capital and other general corporate purposes, including financing of permitted acquisitions; provided, however, on the Closing Date, drawings under the Revolving Facility shall be limited to (i) amounts required to fund any additional upfront fees or OID payable due to any imposition of “flex” terms under the Fee Letter, (ii) an amount to be agreed to fund Transaction Costs and (iii) to the extent required to replace existing letters of credit for the Borrower or the Acquired Business.

Letters of credit will be used by the Borrower for general corporate purposes of the Borrower and its subsidiaries.

Availability:

The full amount of the Term Facility must be drawn in a single drawing concurrently with the consummation of the Acquisition. Amounts repaid or prepaid under the Term Facility may not be reborrowed.

Loans under the Revolving Facility will be available on and after the Closing Date and at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon. Amounts prepaid under the Revolving Facility may be reborrowed. Up to an amount to be agreed of Revolving Loans may be borrowed on the Closing Date to finance Transaction Costs as set forth under “Purpose” above. Letters of credit may be issued at any time on and after the Closing Date and at any time prior to date set forth in clause (b) of the Section of this Exhibit B entitled “Letters of Credit”.

Interest Rates and Fees:

As set forth on Annex I hereto.

Maturity and Amortization:

The Term Facility will mature on the seventh anniversary of the Closing Date (provided that the Loan Documents shall provide the right for individual Lenders to agree to extend the maturity date of all or a portion of the outstanding Term Loans (which may include, among other things, an increase in the interest rate payable with respect to such extended Term Loans, with such extension not subject to any financial test or “most favored nation” pricing provision) upon the request of the Borrower to all Lenders under the Term Facility ratably and without the consent of any

other Lender) and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of the Term Facility during each year of the Term Facility, with a final balloon payment equal to the balance of the original principal amount of the Term Facility payable at maturity.

The Revolving Facility will mature, and lending commitments thereunder will terminate, on the fifth anniversary of the Closing Date (provided that the Loan Documents shall provide the right for individual Revolving Lenders to agree to extend the maturity date of all or a portion of the outstanding Revolving Facility commitments (which may include, among other things, an increase in the interest rate payable with respect to such extended Revolving Facility commitments, with such extension not subject to any financial test or “most favored nation” pricing provision) upon the request of the Borrower to all Revolving Lenders under the Revolving Facility ratably and without the consent of any other Lender).

Guarantees:

All obligations of the Borrower under the Bank Facilities and all obligations of the Borrower and its subsidiaries under any interest rate protection or other hedging arrangements entered into with a Lender, a Joint Lead Arranger or the Administrative Agent or any affiliate of any such Lender, Joint Lead Arranger or the Administrative Agent; provided that subsidiaries that are not “eligible contract participants” (after giving effect to customary keepwell provisions) shall not guarantee swap obligations to the extent not permitted by the Commodity Exchange Act, or any regulation thereunder, by virtue of such subsidiary failing to constitute an “eligible contract participant” (collectively, the “Hedging Arrangements”) and certain cash management arrangements entered into with a Lender, a Joint Lead Arranger or the Administrative Agent or any affiliate of any such Lender, Joint Lead Arranger or the Administrative Agent (collectively, the “Cash Management Arrangements” and, together with the Hedging Arrangements, the “Secured Agreements”), will be unconditionally guaranteed by each existing and each subsequently acquired or organized direct or indirect material domestic subsidiary of the Borrower (other than Cody LCI Realty, LLC, a Wyoming limited liability company), unrestricted subsidiaries, any subsidiary substantially all of the assets of which consist of equity interests in one or more foreign subsidiaries (a “FHSCO”) and any subsidiary that is prohibited by applicable law, rule or regulation or contractual obligation existing on the Closing Date or at the time of acquisition thereof after the Closing Date, in each case, from guaranteeing the Bank Facilities or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee of the Bank Facilities unless such consent, approval, license or authorization has been received or which would result in material adverse tax consequences to the Borrower or one of its subsidiaries (including as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable

jurisdiction) as reasonably determined by the Borrower), subject to other customary exceptions to be agreed.

The foregoing guarantees are referred to herein as the “Guarantees” and such guarantors collectively, the “Guarantors”). The Borrower and the Guarantors are herein referred to as the “Loan Parties” and, individually, as a “Loan Party.”

Security:

Subject to the Certain Funds Provision on the Closing Date, obligations of the Loan Parties in respect of the Bank Facilities, the Guarantees, the Hedging Arrangements and the Cash Management Agreements will be secured by the following property of the Loan Parties, wherever located, now owned or hereafter acquired (collectively, but excluding Excluded Assets (as defined below), the “Collateral”):

(a)  valid and perfected first-priority security interests in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor (including, subject to the following paragraph, accounts receivable, deposit accounts, inventory, equipment, investment property, intellectual property, other general intangibles, real property and proceeds of the foregoing), subject to permitted liens;

(b)  a valid and perfected first-priority pledge of the equity interests of each wholly-owned direct subsidiary of the Borrower and of each Guarantor (but in no event more than 65% of the equity interests in any FSHCO or any foreign subsidiary), subject in each case to any applicable prohibitions and limitations provided by law or regulation; and

(c)  all proceeds and products of the property and assets described in clauses (a) and (b) above.

Notwithstanding the foregoing, the Collateral shall exclude the following: (i) motor vehicles, aircraft, airframes, rolling stock, and other assets subject to certificates of title, letter of credit rights with a value of less than an amount to be agreed and commercial tort claims with a value of less than an amount to be agreed; (ii) pledges and security interests (including in respect of interests in partnerships, joint ventures and other non-wholly owned entities) to the extent prohibited by applicable law, rule or regulation or prohibited by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law; (iii) any fee owned real property with a value of less than an amount to be mutually agreed (with any required mortgages on properties with a value greater than such amount being permitted to be delivered post-closing) and all leasehold interests (there being no requirement to obtain landlord lien waivers, access agreements or acknowledgments, bailee waivers and the

like); (iv) intent to use trademark applications; (v) equity interests in any person other than wholly owned subsidiaries to the extent not permitted by the terms of such subsidiary’s organizational, shareholders, acquisition or joint venture documents; (vi) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation, operating lease obligation, the property subject thereto, any insurance in respect thereof, any management or operating agreement with respect thereto and deposits made in respect thereof and all rights in relation to any of the foregoing, in each case, to the extent permitted under the Loan Documents to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition; (vii) that are letter of credit rights and commercial tort claims, in each case with a value of less than an amount to be agreed; (viii) assets to the extent that such security interests therein would result in material adverse tax consequences to the Borrower or any Guarantor, as reasonably determined by the Borrower, (ix) deposit accounts, securities accounts, commodities accounts, futures accounts and other similar accounts (a) for the sole purpose of funding payroll obligations, employee benefit or health benefit obligations, tax obligations, escrow arrangements or holding funds owned by persons other than a Loan Party, (b) that are zero-balance accounts, (c) that are accounts in jurisdictions other than in the jurisdiction of organization of the applicable granting Loan Party, the United States or any state thereof, and (d) that are accounts other than those described in the preceding clauses (a) through (c) with respect to which the average daily balance of the funds maintained on deposit therein does not exceed an amount to be agreed upon, (xi) those assets as to which the Administrative Agent and the Borrower agree that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby and (xii) foreign intellectual property (the foregoing described in clauses (i) through (xii) are, collectively, the “Excluded Assets”).

In addition, in no event shall (a) control agreements or control or similar arrangements be required with respect to deposit or securities accounts, (b) notices be required to be sent to account debtors or other contractual third-parties prior to the occurrence and during the continuance of an event of default, (c) perfection (except to the extent perfected through the filing of Uniform Commercial Code financing statements) be required with respect to letter of credit rights, commercial tort claims and immaterial intercompany notes or (d) security documents governed by the laws of a jurisdiction other than the United States or any state thereof be

required.

Documentation & Defined Terms:

The definitive documentation for the Bank Facilities, including all the above described pledges and security interests shall contain the terms and conditions set forth in this Exhibit B and shall be based on documentation consistent with recent financings by similar borrowers, with such changes as the Joint Lead Arrangers and the Borrower shall reasonably determine to be appropriate, giving due regard to operational and strategic requirements of the Borrower in light of its industry, business and business practice and the specific nature and size of the business of the Borrower after giving effect to the Transactions (the “Bank Documentation”); provided that the Bank Documentation shall be no less favorable to the Borrower, taken as a whole, than the terms of Concordia Healthcare Corp.’s Credit and Guaranty Agreement, dated as of April 21, 2015. The Bank Documentation shall contain only those conditions to borrowing, mandatory prepayments, representations and warranties, affirmative, negative and financial covenants and events of default expressly set forth in this Exhibit B. This paragraph and the provisions herein shall be referred to as the “Bank Documentation Principles”.

“Consolidated Net Income” shall be defined in a manner consistent with the Bank Documentation Principles and in any event shall include, without limitation, the net income of any person that is not a subsidiary, or is an unrestricted subsidiary, or that is accounted for by the equity method of accounting, in each case, to the extent of cash received from such entity.

“EBITDA” shall be defined in a manner consistent with the Bank Documentation Principles and in any event shall include, without limitation, add backs, deductions and adjustments, as applicable, without duplication, for (a) non-cash items, (b) extraordinary, unusual or non­ recurring items, (c) restructuring charges and related charges, (d) pro forma adjustments, pro forma cost savings, operating expense reductions and cost synergies, in each case, related to mergers and other business combinations, acquisitions, divestitures and other transactions (including in respect of the pro forma adjustments and addbacks set forth in clause (c) above) consummated by the Borrower and projected by the Borrower in good faith to result from actions taken or expected to be taken (in the good faith determination of the Borrower) within six fiscal quarters after the date any such transaction is consummated and (e) “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to result from actions either taken or expected to be taken within 24 months after the date of determination to take such action.

“Excess Cash Flow” shall be defined in a manner consistent with the Bank Documentation Principles and in any event shall be reduced by amounts

(without duplication) used for capital expenditures, permitted acquisitions, other permitted investments (including investments in joint ventures), permitted repayments of debt and earn-outs, permitted restricted payments (excluding restricted payments made with the Available Amount Basket, general baskets and ratio baskets) made in cash during such fiscal year and taxes paid and provisions for taxes, to the extent payable in cash with respect to such period, increases in working capital (or increased, for decreases in working capital) and, at the option of the Borrower, capital expenditures and/or investments committed to be made during such fiscal year or prior to the date of such Excess Cash Flow prepayment (without duplication in any other Excess Cash Flow period), in each case, (other than with respect to taxes and working capital charges) except to the extent financed with long-term indebtedness). For the avoidance of doubt, any amount which reduced the Excess Cash Flow in any fiscal year shall increase the Excess Cash Flow in the immediately following fiscal year in the event that the contemplated transaction in respect of which such amount was intended to be applied shall not have been consummated.

“Senior Secured Net Leverage Ratio” shall be defined in a manner consistent with the Bank Documentation Principles as the ratio of secured funded debt (excluding, for the avoidance of doubt, any debt secured by the Collateral on a junior basis to the liens on the Collateral securing the Bank Facilities) net of unrestricted cash and cash equivalents (with no cap or repatriation limits) of the Borrower and its restricted subsidiaries to consolidated EBITDA of the Borrower and its restricted subsidiaries; provided that solely for the purposes of calculating the Senior Secured Net Leverage Ratio to determine the availability under the Incremental Facilities, any Incremental Facilities or Incremental Indebtedness that is unsecured or secured on a junior basis shall nevertheless be deemed at all times to be secured on a pari passu basis to the Bank Facilities.

“Total Net Leverage Ratio” shall be defined in a manner consistent with the Bank Documentation as the ratio of funded debt net of unrestricted cash and cash equivalents (with no cap or repatriation limits) of the Borrower and its restricted subsidiaries to consolidated EBITDA of the Borrower and its restricted subsidiaries.

The ratio in each incurrence ratio test set forth in the Term Sheet shall be adjusted to take into account any increase in Closing Date indebtedness as a result of OID or the payment of upfront fees pursuant to the “market flex” provisions in the Fee Letter.

Mandatory Prepayments:

Loans under the Term Facility and any Incremental Term Facility shall be prepaid with:

(a)  50% (with step-downs to 25% and 0% based on a Senior Secured Net Leverage Ratio of 0.50x and 1.00x inside of the Closing

Date Senior Secured Net Leverage Ratio, respectively) of the Borrower’s annual Excess Cash Flow commencing with the fiscal year of the Borrower ending June 30, 2017; provided that voluntary prepayments of Term Loans and Revolving Loans accompanied by commitment reductions made during such fiscal year or, at the Borrower’s option and without duplication, after the end of such fiscal year and prior to the time such mandatory prepayment is due, shall reduce excess cash flow payments on a dollar-for-dollar basis (except to the extent made with the proceeds of long-term indebtedness or non-ordinary course dispositions of property).

(b)  100% of the net cash proceeds (which will be defined to exclude, among other things, (i) the amount of any taxes that the Borrower may be required to pay as a result of such sale or disposition, and (ii) the repayment of any indebtedness secured by a lien on the asset subject to the prepayment event described below (other than Indebtedness subject to the terms of an Intercreditor Agreement)) of all non-ordinary course asset sales or other dispositions of property by the Borrower and its subsidiaries (including, without limitation, insurance, casualty and condemnation proceeds), subject to the right of the Borrower to reinvest 100% of such proceeds (including to make Permitted Acquisitions (as defined below) and other investments), if such proceeds are reinvested (or committed to be reinvested) within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter (provided, that the Borrower may elect to reinvest proceeds attributable to any such event prior to actual receipt of such proceeds and upon such receipt those proceed shall be deemed reinvested so long as such reinvestment has been consummated).

(c)  100% of the net cash proceeds of issuances of debt obligations of the Borrower and its subsidiaries after the Closing Date (other than permitted debt (excluding refinancing debt)).

The above described mandatory prepayments shall be applied on a pro rata basis to the Term Facility and to any Incremental Term Facility and to the installments thereof as directed by the Borrower (and if not so directed, in direct order of maturity).

Notwithstanding the foregoing, the Bank Documentation will provide that, in the event any indebtedness is incurred that is permitted to be secured by the Collateral on a pari passu basis with the Bank Facilities, such indebtedness may share in any prepayments required by the foregoing provisions on not more than a ratable basis.

At the Borrower’s option, it may allow any Lender to elect not to accept its pro rata portion of any mandatory prepayment (each a “Declining

Lender”). Any prepayment amount declined by a Declining Lender (“Declined Amounts”) may be retained by the Borrower and shall increase the Available Amount Basket (as defined below).

Prepayments from non-United States subsidiaries’ excess cash flow or from proceeds of their asset sales will be limited in a manner consistent with the Bank Documentation Principles to the extent such prepayments would result in material adverse tax consequences or would be prohibited or restricted by applicable law, rule or regulation.

Voluntary Prepayments/ Reductions in Commitments:

Voluntary prepayments of borrowings under the Term Facility and any Incremental Term Facility and voluntary reductions of the unutilized portion of the Revolving Facility commitments will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty, other than any required Call Premium (referred to below), subject to reimbursement of the Lenders’ redeployment costs (excluding lost profits) in the case of a prepayment of Adjusted LIBOR loans other than on the last day of the relevant interest period.

All voluntary prepayments under the Term Facility and any Incremental Term Facility shall be applied as directed by the Borrower.

Any Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of loans under the Term Facility, exchange such Lender’s portion of such loans to be prepaid for new indebtedness of the Borrower (“Rollover Indebtedness”), in lieu of all or part of such Lender’s pro rata portion of such prepayment (and any such loans so exchanged shall be deemed repaid for all purposes).

Call Premium:

If, prior to the six-month anniversary of the Closing Date, (a) there shall occur any amendment, amendment and restatement or other modification of the definitive documentation for the Term Facility that has the effect of reducing the total yield then in effect for the loans thereunder, (b) all or any portion of the Term Facility is voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placements of bank indebtedness, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new first lien bank indebtedness that has an effective yield lower than the yield in effect for the loans so prepaid (in each case, after giving effect to interest rate margins (including any LIBOR and ABR floors), original issue discount and upfront fees) or (c) a lender must assign its loans under the Term Facility as a result of its failure to consent to an amendment, amendment and restatement or other modification of the Term Facility that would have the effect of reducing the total yield then in effect for the loans under the Term Facility (any of clause (a), (b) or (c), a “Repricing Transaction”), then in each case the aggregate principal amount so subject to such Repricing Transaction (other than any Repricing Transaction made in

connection with a change of control or any Repricing Transaction the primary purpose of which was not to refinance the Term Facility with indebtedness with an effective yield lower than the Term Facility) will be subject to a 1.00% prepayment premium (the “Call Premium”) payable by the Borrower.

Representations and Warranties:

Limited to the following: financial statements (including pro forma financial statements); no material adverse change; corporate status; compliance with laws; corporate power and authority; enforceability of Bank Documentation; no conflict with law, charter documents or contractual obligations; governmental and third-party approvals; no material litigation; ownership of property; intellectual property; use of proceeds; insurance; undisclosed liabilities; taxes; PATRIOT Act, anti-money laundering, FCPA and OFAC; Federal Reserve regulations; pension matters; Investment Company Act; subsidiaries and equity interests; environmental matters; consolidated solvency as of the Closing Date; accuracy of disclosure; labor matters; and creation, validity, perfection and priority of security interests; subject, in the case of each of the foregoing representations and warranties, to qualifications and limitations for materiality consistent with the Bank Documentation Principles.

For the avoidance of doubt, the representations and warranties set forth in the Bank Documentation will be required to be made in connection with any extension of credit on the Closing Date, except that the failure of any representation or warranty (other than the Specified Representations and the Specified Stock Purchase Agreement Representations) to be true and correct in all material respects on the Closing Date will not constitute the failure of a condition precedent to funding (provided that the materiality qualification in this paragraph shall not apply to the extent such representations and warranties are already qualified by materiality).

Conditions Precedent to Initial Borrowing:

Under the Bank Documentation, the availability of the initial borrowing under the Bank Facilities on the Closing Date shall only be subject to the Specified Conditions set forth in Section 5 of the Commitment Letter.

Conditions Precedent to Each Borrowing:

The making of each extension of credit under the Bank Facilities, other than the initial borrowing thereunder on the Closing Date, shall be conditioned upon (a) the accuracy of representations and warranties in all material respects (provided that the materiality qualification in this clause (a) shall not apply to the extent such representations and warranties are already qualified by materiality) (excluding extensions of credit under any Incremental Facility in connection with a Limited Condition Acquisition), (b) the absence of defaults and events of default at the time of, and after giving effect to the making of such extension of credit and the use of proceeds thereof and (c) the delivery of a borrowing notice.

Affirmative Covenants:

Consistent with the Bank Documentation Principles and limited to the following (to be applicable to the Borrower and its restricted subsidiaries and subject to customary exceptions, qualifications, thresholds and exclusions to be agreed): delivery of audited annual consolidated and unaudited consolidated quarterly financial statements (in each case accompanied by customary managements’ discussion and analysis, and it being understood and agreed that the audit opinion may be subject to qualification, exception or explanatory paragraph as to “going concern” or scope of the audit with respect to, or expressly resulting solely from, (i) an upcoming maturity date of any debt incurred in compliance with the Bank Facilities, (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any unrestricted subsidiary), which delivery shall be satisfied to the extent such financial statements and management’s discussion and analysis is publicly available, annual budgets, officers’ certificates and other information reasonably requested by the Lenders through the Administrative Agent; notices of defaults, litigation and other material events; quarterly Lender calls (provided that the Borrower will be deemed to have complied with its obligation to hold lender calls if all Lenders are afforded the opportunity to join the Borrower’s quarterly earnings calls); payment of obligations; maintenance of existence and material rights and privileges; use of proceeds; compliance with laws and regulations (including environmental laws and pension laws); PATRIOT Act, anti-money laundering, FCPA and OFAC; maintenance of property and insurance; maintenance of books and records; commercially reasonable efforts to maintain public corporate debt ratings for the Bank Facilities and public corporate ratings in respect of the Borrower (but in each case not any particular rating); right of the Lenders to inspect property and books and records; and further assurances with respect to guarantees, security interests and related matters.

Negative Covenants:

Consistent with the Bank Documentation and limited to the following (to be applicable to the Borrower and its restricted subsidiaries) limitations on:

(a)         the incurrence of indebtedness (which shall permit, among other things, the incurrence and/or existence of (i) indebtedness under the Bank Facilities (including Incremental Facilities) and indebtedness in respect of Take-out Securities (if any), (ii) indebtedness existing on the Closing Date, (iii) Incremental Indebtedness, (iv) Exchange Indebtedness, (v) Refinancing Facilities, Refinancing Loans and Rollover Indebtedness, (vi) subordinated indebtedness, senior unsecured indebtedness and indebtedness secured by junior liens of the Borrower or its restricted subsidiaries, so long as the Total Net Leverage Ratio on a pro forma basis does not exceed 5.00:1.00; provided that (x) the

terms of such indebtedness do not provide for any scheduled repayment or mandatory redemption (subject to customary exceptions, including for customary bridge financings) prior to the maturity date in respect of the Term Loans and (y) any such indebtedness incurred by a restricted subsidiary that is not a Guarantor, or that does not become, merge or consolidate with and into a Guarantor, shall be limited to an amount to be agreed; (vii) unsecured or secured indebtedness incurred or assumed in connection with Permitted Acquisitions (as defined below) or other investments permitted to be made pursuant to the Bank Documentation without limit, so long as (A) either (1) the Total Net Leverage Ratio on a pro forma basis does not exceed 5.00:1.00 or (2) the Total Net Leverage Ratio after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events is equal to or less than the Total Net Leverage Ratio immediately prior to such incurrence, (B) with respect to any such “incurred” indebtedness incurred by a restricted subsidiary that is not a Guarantor, or does not become, merge or consolidate with and into a Guarantor, shall be limited to an amount to be agreed, (C) with respect to any such “incurred” indebtedness, such indebtedness does not mature prior to the maturity date of, or have a weighted average life to maturity, earlier than the final maturity, or shorter than the weighted average life to maturity of the Term Loans (subject to customary exceptions, including for customary bridge financings), (D) with respect to any such “incurred” indebtedness, the terms of such indebtedness do not provide for any scheduled repayment or mandatory redemption (subject to customary exceptions, including for customary bridge financings) prior to the maturity date in respect of the Term Loans, and (E) with respect to any “assumed” indebtedness, such indebtedness shall not have been incurred in contemplation of such transaction, (viii) purchase money indebtedness and capital leases in an aggregate principal amount not to exceed an amount to be agreed, (ix) intercompany debt without limitation; provided, the obligation of the Borrower or any Guarantor to a non-Guarantor subsidiary shall be subject to customary subordination provisions and shall be limited to an amount to be agreed, (x) a general debt basket and (xi) indebtedness existing under the Stock Purchase Agreement, as in effect on the date hereof). Intercreditor arrangements with respect to permitted pari passu or junior lien indebtedness shall be subject to the Intercreditor Agreement or other intercreditor terms reasonably agreed between the Borrower and the Administrative Agent);

(b)         liens (which shall permit, among other things, liens securing (i) the Bank Facilities (including Incremental Facilities), (ii) Incremental

Indebtedness, (iii) Refinancing Facilities, Refinancing Loans and Rollover Indebtedness, (iv) Exchange Indebtedness, (v) indebtedness contemplated by clauses (a)(vi) and (vii) above, so long as, in the case of indebtedness to be secured by a lien ranking pari passu to the liens securing the Bank Facilities such indebtedness is incurred pursuant to clause (a)(vii) above and the Senior Secured Net Leverage Ratio on a pro forma basis does not exceed the Closing Date Senior Secured Net Leverage Ratio, (vi) customary tax liens, (vii) liens securing purchase money debt and capital leases, (viii) liens on the equity of unrestricted subsidiaries, (ix) liens not securing debt for borrowed money that are customary in the operation of the business of the Borrower and/or its restricted subsidiaries, (x) (A) liens on capital stock of joint ventures securing capital contributions to, or obligations of, such person and (B) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and (xi) a general liens basket);

(c)          fundamental changes;

(d)         sales, transfers and other dispositions of property and assets but with exceptions to include, among other things, (i) sales of assets in the ordinary course of business, (ii) sales of investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties if set forth in the relevant joint venture arrangements and/or similar binding arrangements, (iii) subject to the mandatory prepayment provisions, sales of non-core assets acquired in a Permitted Acquisition or any other investment permitted under the Bank Documentation, (iv) subject to the mandatory prepayment provisions, sales of assets that are necessary or advisable, in the good faith judgment of the Borrower, in order to obtain the approval of regulatory authorities to consummate any Permitted Acquisition or any other investment permitted under the Bank Documentation, and (y) asset sales permitted by the third succeeding paragraph. It being understood that the lien on any Collateral that is sold, transferred or otherwise disposed in a transaction permitted under the Bank Documentation will be automatically released upon the consummation of such transaction;

(e)          investments (which shall permit, among other things, (i) intercompany investments subject to a cap to be agreed for investments in non-Guarantors, reorganizations and other activities related to tax planning and reorganization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired and subject to

limitations on investments in non-Guarantor subsidiaries to be agreed, (ii) Permitted Acquisitions, (iii) advances to employees to meet expenses incurred in the ordinary course of business, (iv) a general investments basket and (y) unlimited investments, so long as (A) the Total Net Leverage Ratio does not exceed the Total Net Leverage Ratio that is 0.5x inside the Total Net Leverage Ratio as of the Closing Date (the “Closing Date Total Net Leverage Ratio”) and (B) no payment or bankruptcy event of default would exist, in each case on a pro forma basis after giving effect to such investment and (v) payments pursuant to the Stock Purchase Agreement, as in effect on the date hereof);

(f)           dividends or distributions on, or redemptions of, the Borrower’s equity and other restricted payments (which shall permit, among other things, (i) a general dividends basket and (ii) unlimited dividends, distributions, redemptions and other restricted payments, so long as (A) the Total Net Leverage Ratio does not exceed the Total Net Leverage Ratio that is 1.0x inside the Closing Date Total Net Leverage Ratio and (B) no event of default would exist, in each case on a pro forma basis after giving effect to such dividends, distributions, redemptions or other restricted payments);

(g)          prepayments, repurchases or redemptions of the Take-out Securities (if any) and contractually subordinated debt (which shall permit, among other things, (i) prepayments, repurchases or redemptions as part of an “AHYDO catch-up payment”, (ii) refinancing or exchanges of such debt for like or junior debt, subject to customary conditions consistent with the Bank Documentation Principles and (iii) unlimited prepayments, repurchases or redemptions, so long as (A) the Total Net Leverage Ratio does not exceed the Total Net Leverage Ratio that is 1.0x inside the Closing Date Total Net Leverage Ratio and (2) no event of default would exist, in each case on a pro forma basis after giving effect to such prepayments, repurchases or redemptions);

(h)         customary limitations on the amendment of the terms of (i) any contractually subordinated debt that would have resulted in such debt not being permitted if incurred on the date of such amendment and (ii) the Take-out Securities (if any) subject to customary limitations;

(i)             changes in the fiscal year of the Borrower;

(j)            transactions with affiliates (which shall permit, among other things, (i) transactions approved by a majority of the disinterested directors and (ii) transaction permitted by clause (f) above);

(k)         negative pledge clauses with respect to the Collateral securing the Bank Facilities and restrictions on distributions by subsidiaries;

(l)             limitations on amending or otherwise modifying any organizational documents in a manner materially adverse to the rights and remedies of the Lenders; and

(m)     permitted businesses.

The negative covenants will be subject, in the case of each of the foregoing covenants, to exceptions, qualifications and “baskets” to be set forth in the Bank Documentation, (which currency denominated baskets will be based on the greater of an amount to be agreed and, at the Borrower’s option, either a percentage of consolidated total assets or consolidated EBITDA and which baskets will not (other than as expressly set forth in this Term Sheet) be subject to any condition with respect to the absence of default or event of default).

The Borrower and its subsidiaries will be permitted to make acquisitions (each, a “Permitted Acquisition”) if: (a) the Borrower shall be in pro forma compliance with the Financial Covenant, if subject to testing, after giving effect to any such acquisition; (b) no default or event of default shall have occurred and be continuing or would result therefrom; (c) a substantial portion of the property acquired (or a substantial portion of the property of the person acquired) is used or useful in the same or a related line of business as the Borrower and its subsidiaries (or any reasonable expansions or extensions thereof); (d) the Borrower and the Guarantors comply with the applicable covenants to provide Collateral and Guarantees; and (e) acquisitions of entities that do not become Guarantors (or of assets that do not become Collateral) will be subject to limitations to be mutually agreed.

In addition, the negative covenants shall include a customary “Available Amount Basket” based on, among other customary items, (i) the portion of Excess Cash Flow not required to be applied to prepay the Term Loans pursuant to the mandatory prepayment requirements described above, (ii) qualified equity proceeds (including proceeds of debt and disqualified equity issued after the Closing Date which have been exchanged or converted into qualified equity of the Borrower), (iii) returns of investments made with the Available Amount Basket, and (iv) Declined Amounts, which may be used (without duplication) for restricted payments, investments and the prepayment or redemption of the Take-out Securities (if any) and subordinated debt; provided that the ability to utilize the Available Amount Basket shall be subject to their being no event of default and, in the case of restricted payments, the Total Net Leverage Ratio of the Borrower being no greater than the Closing Date Total Net Leverage Ratio after giving pro forma effect to such restricted

payment and the other pro forma events in connection therewith.

The Borrower or any restricted subsidiary will be permitted to dispose of an unlimited amount of assets so long as for dispositions in excess of an amount to be agreed (a) the disposition is for fair market value, (b) at least 75% of the consideration for asset sales in excess of an amount to be agreed consists of cash and cash equivalents (subject to customary exceptions to the cash consideration requirement to be set forth in the Bank Documentation, including a basket in an amount to be agreed for non-cash consideration that may be designated as cash consideration), (c) such asset sale is subject to the terms set forth in the section entitled “Mandatory Prepayments” above (without limiting the reinvestment rights applicable thereto), and (d) no event of default exists or would result therefrom (other than a disposition made pursuant to a legally binding commitment entered into at a time when no event of default exists).

Unrestricted Subsidiaries:

The Bank Documentation will contain customary provisions pursuant to which, subject to customary limitations on investments, loans, advances to, and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a “restricted subsidiary”; provided, that no default or event of default shall have occurred and be continuing or would result from any such designation and the Borrower shall be in pro forma compliance with the Financial Covenant described below. Unrestricted subsidiaries will not be subject to the mandatory prepayment, representation and warranty, affirmative or negative covenant or event of default provisions of the Bank Documentation and the cash held by, results of operations, indebtedness and interest expense of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Bank Documentation.

Financial Covenant:

A springing Senior Secured Net Leverage Ratio which ratio will be applicable to the Revolving Facility only, with levels to be mutually agreed and set forth in the Bank Documentation set with cushions to EBITDA of not less than 30% (not on a cumulative basis) used to calculate the level for such covenant for the applicable period in the agreed upon financial model, and to be applicable to the Borrower and its subsidiaries on a consolidated basis and to be tested quarterly when the aggregate amount of outstanding loans and letters of credit (other than (i) letters of credit that have been fully cash collateralized and (ii) up to $5.0 million of undrawn letters of credit) under the Revolving Facility exceeds 30% of the Revolving Commitments as of the last day of the applicable fiscal quarter (the “Financial Covenant”), with step-downs to be mutually agreed occurring as of the end of the sixth full fiscal quarter following the Closing Date and the twelfth full fiscal quarter following the Closing

Date.

The Term Facility shall not have any financial maintenance covenant.

For purposes of determining compliance with the Financial Covenant, a cash equity contribution in the Borrower after the end of a fiscal quarter and on or prior to the day that is ten business days after the day on which financial statements are required to be delivered for such a fiscal quarter will, at the request of the Borrower, be included in the calculation of EBITDA for purposes of determining compliance with the Financial Covenant for the applicable fiscal quarter and applicable subsequent periods that include such fiscal quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) no Lender or Issuing Bank shall be required to make any extension of credit during the ten business day period referred to above unless the Borrower has received the proceeds of such Specified Equity Contribution, (b) a Specified Equity Contribution may be made no more than two times per four consecutive fiscal quarter period and no more than five Specified Equity Contributions may be made during the term of the Bank Facilities, (c) the amount of any Specified Equity Contribution shall not exceed the amount required to cause the Borrower to be in compliance with the Financial Covenant, (d) all Specified Equity Contributions will be disregarded for purposes of calculating EBITDA for purposes of determining the availability of any baskets with respect to the covenants contained in the Bank Documentation, (e) the proceeds of each Specified Equity Contribution shall have been contributed to the Borrower as a common equity contribution or issuance or other qualified capital stock on terms and conditions reasonably acceptable to the Administrative Agent and (f) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant (including through any cash netting).

Events of Default:

To be applicable to the Borrower and its restricted subsidiaries, subject to qualifications, cure periods, thresholds, baskets and exclusions consistent with the Bank Documentation Principles and limited to the following: nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties when made or deemed made; failure to perform negative covenants and, with respect to the Revolving Facility, the failure to meet the Financial Covenant (it being agreed that any breach of the Financial Covenant shall not be an Event of Default for the Term Facility unless and until the Lenders under the Revolving Facility have accelerated the debt under the Revolving Facility so long as such acceleration has not been rescinded); affirmative covenants to provide notice of default, use of proceeds and maintain the Borrower’s existence; violation of other covenants (subject to a grace period of 30 days after

knowledge thereof by any Loan Party); cross-default and cross-acceleration to other material debt; bankruptcy and insolvency events of the Borrower and any significant subsidiary thereof (with a customary grace period for involuntary events); certain pension events; material judgments; actual or asserted invalidity of any material Guarantee or material security interest; and change of control (to be defined in a manner to be mutually agreed).

Voting:

Amendments and waivers of the Bank Documentation will require the approval of Lenders (the “Required Lenders”) holding more than 50% of the aggregate amount of loans and commitments under the Bank Facilities (and any Incremental Facility), excluding Defaulting Lenders (to be defined in a manner to be mutually agreed), except that: (a) the consent of each Lender adversely affected thereby shall be required with respect to (i) increases in commitments, (ii) reductions of principal, interest (other than default interest), premium or fees, and (iii) extensions of scheduled amortization or final maturity; (b) the consent of 100% of the Lenders will be required with respect to (i) modifications to any of the voting percentages applicable thereto, and (ii) releases of liens on all or substantially all of the Collateral or all or substantially all of the Guarantees (other than in connection with any sale of Collateral or of the relevant Guarantor permitted by the Bank Documentation); and (c) the consent of the Administrative Agent and the applicable Swingline Lender or Issuing Bank will be required to amend, modify or otherwise affect the rights and duties of the Administrative Agent and such Swingline Lender or Issuing Bank, as the case may be.

Notwithstanding the foregoing, amendments and waivers in respect of (1) the Financial Covenant, (2) conditions to extensions of credit under the Revolving Facility, (3) representations made or deemed made in connection with any extension of credit under the Revolving Facility and (4) events of default relating solely to the Revolving Facility (including events of default relating to the foregoing clauses (1), (2) and (3)) shall only require the approval of Lenders holding more than 50% of the aggregate amount of the commitments under the Revolving Facility.

The Bank Documentation shall contain customary provisions for replacing Defaulting Lenders, Lenders claiming increased costs or withholding tax compensation and non-consenting Lenders in connection with amendments and waivers requiring the consent of all relevant Lenders or of all relevant Lenders directly affected thereby so long as relevant Lenders holding at least 50% of the aggregate amount of the loans and commitments under the relevant Bank Facilities have consented thereto.

The Bank Documentation will contain customary “amend and extend” and “refinancing” provisions (on terms to be mutually agreed by the Administrative Agent, the Joint Lead Arrangers and the Borrower)

pursuant to which the Borrower may refinance or extend commitments and/or outstandings pursuant to one or more tranches with only the consent of the respective extending or refinancing Lenders; it being understood that each Lender under the applicable tranche or tranches that are being extended or refinanced shall have the opportunity to participate in such extension or refinancing on the same terms and conditions as each other Lender in such tranche or tranches; provided that it is understood that no existing Lender will have any obligation to commit to any such extension or refinancing.

Yield Protection and Increased Costs:

Consistent with the Bank Documentation Principles, including customary tax gross-up provisions and treatment of Dodd-Frank and Basel III as changes in law.

Defaulting Lenders:

Consistent with the Bank Documentation Principles.

Assignments and Participations:

The Lenders will be permitted to assign loans and commitments (other than to Disqualified Lenders (as defined in Section 3 of the Commitment Letter), provided that the list thereof is made available to all Lenders) with the consent of the Borrower (unless an event of default has occurred and is continuing or, in the case of the Term Facility, such assignment is to a Lender, an affiliate of a Lender or an approved fund, and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten business days after having received notice thereof), the Administrative Agent (unless such assignment is an assignment of a commitment or loan under a Term Facility to a Lender, an affiliate of a Lender or an approved fund) and, in the case of assignments under the Revolving Facility, each Issuing Bank and Swingline Lender, in each case such consent not to be unreasonably withheld or delayed. Each assignment (except to other Lenders or their affiliates or approved funds) will be in a minimum amount of $1.0 million in the case of the Term Facility and $2.5 million in the case of the Revolving Facility. The Administrative Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will not be required to be pro rata among the Bank Facilities.

Assignments of loans under the Term Facility and Incremental Term Facility to the Borrower will be permitted so long as (i) any offer to purchase or take by assignment any loans by the Borrower shall have been made pursuant to open market purchases or made to all applicable Lenders pro rata (with buyback mechanics to be agreed), (ii) no default or event of default has occurred and is continuing, (iii) the loans purchased are immediately cancelled, and (iv) no proceeds from any loan under the Revolving Facility shall be used to fund such assignments.

The Lenders will be permitted to participate in loans and commitments without restriction (other than to Disqualified Lenders, provided that the list thereof is made available to all Lenders). Voting rights of participants shall be limited to matters in respect of (a) increases in commitments, (b) reductions of principal, interest or fees, (c) extensions of scheduled amortization or final maturity and (d) releases of all or substantially all of the Collateral or all or substantially all of the Guarantees.

Notwithstanding anything in the Bank Documentation to the contrary, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions thereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct.

Expenses and Indemnification:

The Borrower shall pay (a) provided that the Closing Date occurs, all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and each Swingline Lender and Issuing Bank associated with the syndication of the Bank Facilities and the preparation, execution, delivery and administration of the Bank Documentation and any amendment or waiver with respect thereto (including, without limitation, the reasonable fees, disbursements and other charges of counsel identified herein, one local counsel in each relevant jurisdiction (and, in the case of a conflict of interest, one additional counsel) and counsel otherwise retained with the Borrower’s consent) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers, each Swingline Lender and Issuing Bank and the Lenders (including, without limitation, the fees, disbursements and other charges of counsel) in connection with the enforcement of the Bank Documentation.

The Loan Parties will indemnify the Administrative Agent, the Joint Lead Arrangers, each Swingline Lender and Issuing Bank and the Lenders and their respective affiliates, and the officers, directors, employees, affiliates, agents and controlling persons of the foregoing, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel) and liabilities of any such indemnified person arising out of or relating to any claim or any litigation or other proceedings (regardless of whether any such indemnified person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Borrower or any of its affiliates, creditors or shareholders) that relate to

the Bank Documentation, provided that no indemnified person will be indemnified for its gross negligence, bad faith, willful misconduct or material breach in bad faith of the Bank Documentation, as determined in a final, non-appealable judgment of a court of competent jurisdiction.

Governing Law and Forum:

New York.

Counsel to Administrative Agent and Joint Lead Arrangers:

Shearman & Sterling LLP.

Interest Rates:

The interest rates under the Bank Facilities will be as follows:

Term Facility:

At the option of the Borrower, Adjusted LIBOR plus the Applicable Margin or ABR plus the Applicable Margin.

Revolving Facility:

At the option of the Borrower, (i) Adjusted LIBOR plus the Applicable Margin, or (ii) ABR plus the Applicable Margin.

As used herein:

“Applicable Margin” means: (i) with respect to the Revolving Facility, (1) 3.25% per annum, in the case of ABR loans and (2) 4.25% per annum, in the case of Adjusted LIBOR loans and (ii) with respect to the Term Facility, (1) 3.25% per annum, in the case of ABR loans and (2) 4.25% per annum, in the case of Adjusted LIBOR loans.

From and after the first full fiscal quarter completed after the Closing Date, the Applicable Margin under the Revolving Facility shall be subject to two 25 basis point step-downs based on leverage levels to be agreed.

“Adjusted LIBOR” means the London interbank offered rate, adjusted for statutory reserve requirements; provided that, (i) with respect to the Revolving Facility, “Adjusted LIBOR” shall be no less than 0.00% per annum and (ii) with respect to the Term Facility, “Adjusted LIBOR” shall be no less than 1.00% per annum.

“ABR” means the highest of (a) the prime rate announced or established by the Administrative Agent in the United States for U.S. dollar loans from time to time, changing effective on the date of announcement of said corporate base rate changes, (b) the Federal Funds Rate plus 0.50% per annum and (c) one-month Adjusted LIBOR plus 1.00% per annum. The prime rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

Adjusted LIBOR borrowings may be made for interest periods of 1, 2, 3 or 6 (or, if agreed to by all applicable Lenders, 12) months or a shorter period as may be agreed, as selected by the Borrower.

Interest on loans and all fees will be payable in arrears on the basis of a 360-day year (calculated on the basis of actual number of days elapsed), provided that interest on ABR loans, when based on the Administrative

Agent’s prime rate, will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year). Interest will be payable on Adjusted LIBOR loans on the last day of the applicable interest period (and at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on ABR loans quarterly and upon prepayment.

Default Rate:

Upon and during the continuance of any event of default, with respect to principal, the applicable interest rate plus 2.00% per annum and, with respect to any other amount, the interest rate applicable to ABR loans plus 2.00% per annum.

Letter of Credit Fees:

A per annum fee equal to the applicable spread over Adjusted LIBOR under the Revolving Facility in effect from time to time will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon termination of the Revolving Facility. Such fees shall be distributed to the applicable Revolving Lenders pro rata in accordance with their commitments under the Revolving Facility. In addition, the Borrower shall pay to each Issuing Bank, for its own account, (a) a fronting fee to be agreed upon on the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon termination of the Revolving Facility and (b) the Issuing Bank’s customary issuance and administration fees.

Commitment Fee:

A commitment fee of 0.50% per annum on the average daily unused portion of the Revolving Facility, payable quarterly in arrears and subject to two step-downs to 0.375% and 0.25% based on Senior Secured Net Leverage Ratios of 1.00x and 1.50x inside of the Closing Date Senior Secured Net Leverage Ratio, respectively.

CONFIDENTIAL

EXHIBIT C

CONFIDENTIAL

EXHIBIT D

By:

Name:

Title: