FIRST AMENDMENT AND WAIVER
TO LOAN AND SECURITY AGREEMENT
FIRST AMENDMENT AND WAIVER, dated as of May 22, 1997 (this "Amendment"), to the Loan and
Security Agreement referred to below by and among GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation ("Lender"), PAR PHARMACEUTICAL, INC., a New Jersey corporation
("Borrower"), PHARMACEUTICAL RESOURCES, INC., a New Jersey corporation ("Parent"),
NUTRICEUTICAL RESOURCES, INC., a New York Corporation ("NRI"), and PARCARE, LTD., a New
("ParCare"). Parent, NRI and ParCare are hereinafter referred to as "Guarantors".
W I T N E S S E T H
WHEREAS, Lender, Borrower and Guarantors are parties to that certain Loan and Security Agreement, dated
as of December 15, 1996 (as amended, supplemented or otherwise modified, the "Loan Agreement");
WHEREAS, Lender, Borrower and Guarantors have agreed to amend the Loan Agreement in the manner, and
on the terms and conditions, provided for herein; and
WHEREAS, Lender has agreed to waive certain violations of the Loan Agreement in the manner, and on the
terms and conditions, provided for herein.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby
agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
2. Recital A of the Loan Agreement is hereby amended to change the reference to "2.50%" under the caption
"Revolving Credit Rate" to read "3.50%."
3. Section 1.5(a) of the Loan Agreement is hereby amended to change the reference to "two and one-half
percent (2.50%)" to read "three and one-half percent (3.50%)."
4. Section 1.15 of the Loan Agreement is hereby amended to add a new sentence at the end thereof to read as
follows: "Upon any prepayment of Revolving Credit Advances from the net proceeds of the Sano Stock