SECOND AMENDMENT TO TERM LOAN AGREEMENT

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT, dated as of October 26, 2011 (this "Amendment"), is among PERRIGO COMPANY (the "Borrower"), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") and RBS CITIZENS, N.A., as Syndication Agent (in such capacity, the "Syndication Agent").

The Borrower, the Lenders, the Administrative Agent and the Syndication Agent have entered into a Term Loan Agreement dated as of April 22, 2008, as amended by the First Amendment to Term Loan Agreement dated as of October 8, 2011 (as further amended or modified from time to time, the "Term Loan Agreement"). The Borrower desires to amend the Term Loan Agreement as set forth herein, and the Lenders are willing to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

Upon the satisfaction of the conditions in Section 4.1 hereof, the Term Loan Agreement is amended as of the date hereof as follows:

    

1.1    The following definitions in Section 1.01 are restated:

"Adjusted One Month LIBOR Rate" means, an interest rate per annum equal to the sum of (i) 1.00% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period     on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based     on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day.

“Guaranty” means each guaranty or similar agreement executed by any of the Guarantors and Guaranteeing the Secured Obligations, as amended, supplemented or otherwise modified from time to time, and in form and substance satisfactory to the Administrative Agent.

"Material Indebtedness" means Indebtedness (other than the Term Loans), and/or Swap Agreement Obligations (based on the net mark-to-market amount) of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding the Dollar Equivalent of $50,000,000.

    

"Senior Notes" means Borrower's 4.91% $115,000,000 Senior Notes, Series 2010-A, 5.45% $150,000,000 Senior Notes, Series 2010-B, 5.55% $150,000,000 Senior Notes, Series 2010-C, 5.97% $75,000,000 Senior Notes, Series 2008-A, 6.37% $125,000,000 Senior Notes, Series 2008-B and its 4.27% $75,000,000 Senior Notes, Series 2011-A, 4.52% $175,000,000 Senior Notes, Series 2011-B, to be issued on December 15, 2011 and its 4.67% $100,000,000 Senior Notes, Series 2011-C, as issued under the Master Note Purchase Agreement.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect

to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

1.2    The following definitions are added to Section 1.01 in appropriate alphabetical order:

“Exempt Foreign Subsidiary Debt” means any Indebtedness of a Foreign Subsidiary and which satisfies the following conditions: (a) if a Release Period is not in effect, neither the Borrower nor any of its other Subsidiaries is liable, whether directly, indirectly, contingently or otherwise, for under such Indebtedness, other than Foreign Subsidiaries that are the parent or subsidiaries of such Foreign Subsidiary, or (b) if a Release Period is in effect, neither the Borrower nor any Domestic Subsidiary is liable, whether directly, indirectly, contingently or otherwise, for such Indebtedness.

“Master Note Purchase Agreement” means the Master Note Purchase Agreement dated as of May 29, 2008 among the Borrower and the purchasers named therein, as supplemented by the First Supplement to Master Note Purchase Agreement, dated as of April 30, 2010 among the Borrower and the purchasers named therein, by the Second Supplement to Master Note Purchase Agreement, dated as of September 1, 2011 among the Borrower and the purchasers named therein and as further amended or modified from time to time.

“Release Date” means any date after the date hereof on which no Default is continuing and either of the following events occurs: (a) Moody’s issues a rating for the Index Debt (that has not been placed on negative watch) of Baa1 (stable or better outlook) or higher, or (b) S&P issues a rating for the Index Debt (that has not been placed on negative watch) of BBB+ (stable or better outlook) or higher.

“Release Period” means any period after the date hereof commencing on the occurrence of a Release Date and ending on a Trigger Date subsequent to such Release Date.

“Trigger Date” means any date after any Release Date on which any of the following events shall have occurred: (a) Moody’s has issued a rating for the Index Debt of Baa3 or lower or Moody’s has ceased to issue a rating for the Index Debt or (b) S&P has issued a rating for the Index Debt of BBB- or lower or S&P has ceased to issue a rating for the Index Debt.

"2011 Credit Agreement" means the Credit Agreement dated October 26, 2011 among the Borrower, certain Foreign Subsidiary Borrowers parties thereto, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as it may from time to time amended or otherwise modified, and any successor to or replacement of such agreement or the credit facilities evidenced thereby, as each such successor or replacement may from time to time be amended or otherwise modified, in each case, to the extent not prohibited hereby.

1.3     Section 1.01 is amended by deleting the definition of “2010 Credit Agreement”.

1.4     Section 5.09 is restated as follows:

SECTION 5.09. Additional Covenants. If at any time the Borrower, any Guarantor or any Foreign Subsidiary that is required to have 65% or more of the Equity Interests pledged under Section 2.17 shall enter into or be a party to any instrument or agreement, including all such instruments or agreements in existence as of the date hereof and all such instruments or agreements entered into after the date hereof, relating to or amending any provisions applicable to any of its Indebtedness which in the aggregate, together with any related Indebtedness, exceeds $100,000,000, but excluding Exempt Foreign Subsidiary Debt, which includes financial covenants or the equivalent thereof not substantially provided for in this Agreement or more favorable to the lender or lenders thereunder than those provided for in this Agreement, then the Borrower shall promptly so advise the Administrative Agent and the Lenders. If the Administrative Agent or the Required Lenders shall request, upon notice to the Borrower, the

Administrative Agent and the Lenders shall enter into an amendment to this Agreement or an additional agreement (as the Administrative Agent may request), providing for substantially the same financial covenants or the equivalent thereof as those provided for in such instrument or agreement to the extent required and as may be selected by the Administrative Agent.

1.5    Section 6.01(e) is restated as follows:

(e) other Indebtedness in an aggregate amount not exceed an amount equal to 15% of Consolidated Total Tangible Assets.

1.6    Section 6.02 is restated as follows:

SECTION 6.02 Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)     Permitted Encumbrances;

(b)     Liens on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, as reduced from time to time;

(c)    Precautionary UCC filings with respect to operating leases of the Borrower or any Domestic Subsidiary;

(d)    Liens on assets of Subsidiaries solely in favor of the Borrower or a Guarantor as secured party and securing Indebtedness owing by a Subsidiary to the Borrower or a Guarantor;

(e)    Liens on the Collateral securing, on a pro rata basis, the Secured Obligations hereunder, the "Secured Obligations" as defined in the 2011 Credit Agreement (provided that the aggregate principal amount outstanding thereunder shall not exceed $950,000,000, as reduced from time to time), the Indebtedness under the Senior Notes (provided that the aggregate principal amount outstanding thereunder shall not exceed $965,000,000, as reduced from time to time) and the other obligations defined as "Secured Obligations" under the Intercreditor Agreement, all subject to the terms of the Intercreditor Agreement and the other Collateral Documents and related agreements governing the pro rata sharing of the Collateral and other rights and terms with respect to the Collateral (and the Administrative Agent is authorized by each Lender to execute the Intercreditor Agreement and such other Collateral Documents and related agreements on behalf of each such Lender (including without limitation such joinders, amendments and supplements thereto) to implement such Liens and pro rata sharing of the Collateral and other rights and terms as determined by the Administrative Agent);

    

(f)    Liens in favor of JPMorgan on cash collateral securing the obligations of a "Defaulting Lender" as defined in the 2011 Credit Agreement to fund risk participations under the 2011 Credit Agreement;

(g)    Liens (in addition to the Liens permitted above in this Section 6.02) on assets of the Borrower and its Subsidiaries securing indebtedness in the aggregate less than an amount equal to 5% of Consolidated Total Tangible Assets, provided that such Liens assumed or created in connection with an Acquisition after the date hereof may secure Indebtedness in an aggregate amount of up to $25,000,000 in excess of 5% of Consolidated Total Tangible Assets for a period of time not to exceed 60 days after any such Acquisition; and

(h)     Liens (in addition to the Liens permitted above in this Section 6.02) on assets of the Borrower's Foreign Subsidiaries assumed or created in connection with an Acquisition after the date hereof and not created in contemplation of such Acquisition and securing Indebtedness in the aggregate less than an amount equal to 10% of Consolidated Total Tangible Assets, provided that such Liens may secure Indebtedness in an aggregate amount of up to $25,000,000 in excess of 10% of Consolidated Total

Tangible Assets for a period of time not to exceed 60 days after any such Acquisition.

1.7    Section 6.03 is amended by adding the parenthetical "(other than the Borrower)" after the words "any Person" at the start of the clause (ii) of Section 6.03.

    

1.8    Section 6.04(g) is restated as follows:

    

(g) Guarantees, investments, loans or advances not otherwise permitted by this Section 6.04 not in excess of fifteen percent (15%) of Consolidated Total Assets in the aggregate.

1.9    Section 6.09(c) is restated as follows:

(c) prohibit any such sale, lease, license, transfer, assignment or other disposition if in any Fiscal Year of the Borrower, the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of shall be less than 20% of the aggregate book value of the Consolidated Total Assets as of the end of the immediately preceding Fiscal Year and the business, assets, rights, revenues and property disposed of shall be responsible for less than     20% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the immediately preceding Fiscal Year, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

1.10    Schedules 3.06 through 8.08 attached to the Term Loan Agreement are replaced with Schedules 3.06 through 6.08 attached to this Amendment.

Upon the satisfaction of the conditions in Sections 4.1 and 4.2 hereof, the Term Loan Agreement is amended as of the date hereof as follows:

        

2.1    Section 2.17 is amended by adding the following subsection to the end thereof:

(e) Notwithstanding the foregoing, the Guaranties and Collateral required under this Section 2.17, if no Default exists and if the Liens on the Collateral and all Guarantees of Subsidiaries in favor of the holders of the Senior Notes and other obligations pursuant to the Master Note Purchase Agreement, of the lenders under the 2011 Credit Agreement and of any other lenders secured by the Collateral are released (either automatically by operation of the applicable agreements upon the release under this Section 2.17(e) or by any additional agreements under which such release occurs prior to or simultaneously with the release under this Section 2.17(e)), then the Guaranties and Collateral required under this Section 2.17 shall be released upon the occurrence of a Release Date and shall not be required during a Release Period, provided that the Guaranties and Collateral required under this Section 2.17 that have been so released shall be reinstated upon the occurrence of a Trigger Date thereafter and the Borrower agrees to execute and deliver, and cause its Subsidiaries to execute and deliver, such Guaranties, Collateral Documents and other documents required under this Section 2.17 promptly after a Trigger Date upon the request of the Administrative Agent. The Borrower agrees to promptly provide all notices and certificates to the holders of the Senior Notes under the Master Note Purchase Agreement, and take such other actions that may be required, with respect to the release of the Lien on the Collateral and release of the Guarantees of Subsidiaries as described in this Section 2.17(e).

2.2    Section 6.04(d) is restated as follows:

(d) Investments, loans or advances made by (i) the Borrower or any Subsidiary to the Borrower or any Domestic Subsidiary that is a Guarantor, (ii) any Foreign Subsidiary that is not a Guarantor to any Subsidiary, or (iii) during a Release Period, the Borrower or any Subsidiary to the Borrower or any Subsidiary.

In order to induce the Lenders to enter into this Amendment, the Borrower represents and

warrants that:

3.1    The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary action and are not in material contravention of any requirement of law, or of the terms of the Borrower's bylaws or other charter documents, or of any contractual obligation of the Borrower and will not result in the imposition of any Lien on any of its property or of any of its Subsidiaries except for Permitted Liens.

3.2    This Amendment is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

3.3    After giving effect to this Amendment, the representations and warranties contained in Article III of the Term Loan Agreement are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

3.4    After giving effect to this Amendment, no Default exists or has occurred and is continuing on the date hereof.

4.1    This Amendment shall be effective as of the date hereof (provided that the amendments to the Term Loan Agreement set forth in Article 2 shall not be effective unless the conditions in Section 4.2 are also satisfied) when (a) it shall be executed by the Borrower, the Required Lenders and the Administrative Agent, (b) the Consent and Agreement attached hereto is signed by the Guarantors, (c) the 2011 Credit Agreement shall be effective simultaneously with this Amendment, and (d) the Administrative Agent has received a copy of resolutions of the Borrower's board of directors authorizing the Borrower to enter into this Amendment.

4.2    The amendments to the Term Loan Agreement set forth in Article 2 shall be effective if and when the conditions set forth in Section 4.1 are satisfied and this Amendment is executed by each of the Lenders. If this Amendment is not executed by each of the Lenders, but the conditions set forth in Section 4.1 are satisfied, all provisions of this Amendment (other than the amendments to the Term Loan Agreement set forth in Article 2) shall be effective.

5.1    All references in any Loan Document to the Term Loan Agreement shall be deemed references to the Term Loan Agreement, as amended hereby and as further amended or modified from time to time.

5.2    Except as expressly amended hereby, the Borrower agrees that all Loan Documents are ratified and confirmed and shall remain in full force and effect and that it has no set off, counterclaim, defense or other claim or dispute with respect to any Loan Document.

5.3    Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Term Loan Agreement. This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan. This Amendment may be executed upon any number of

counterparts with the same effect as if the signatures thereto were upon the same instrument, and signatures sent by facsimile or electronic mail message shall be enforceable as originals.

PERRIGO COMPANY

    

By /s/ Ronald L. Winowiecki

Name: Ronald L. Winowiecki

Title: Treasurer

JPMORGAN CHASE BANK, N.A., as a Lender                             and as Administrative Agent

                            By /s/ Thomas A. Gamm

Name: Thomas A. Gamm

Title: Managing Director

RBS CITIZENS, N.A., as a Lender and as Syndication Agent

WELLS FARGO BANK, N.A.

FIFTH THIRD BANK

FIRST HAWAIIAN BANK

HSBC BANK USA, N.A.