ELEVENTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
ELEVENTH AMENDMENT, dated as of March 29, 2002 (this "AMENDMENT"), to the Loan and Security
Agreement referred to below by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation ("LENDER"), PAR PHARMACEUTICAL, INC., a New Jersey corporation ("BORROWER"),
PHARMACEUTICAL RESOURCES, INC., a New Jersey corporation ("PARENT"), and the other Credit
Parties signatory thereto.
W I T N E S S E T H
WHEREAS, Lender, Borrower and Credit Parties are parties to that certain Loan and Security Agreement,
dated as of December 15, 1996 (as amended, supplemented or otherwise modified prior to the date hereof, the
"LOAN AGREEMENT"); and
WHEREAS, Lender, Borrower and Credit Parties have agreed to amend 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 Loan Agreement.
2. AMENDMENT TO RECITALS TO LOAN AGREEMENT. Recital A of the Loan Agreement is hereby
deleted in its entirety as of the Amendment Effective Date (as hereinafter defined in Section 21 hereof).
3. AMENDMENT TO SECTION 1.2 OF THE LOAN AGREEMENT. As of the Amendment Effective Date,
SECTION 1.2(c) of the Loan Agreement is hereby amended by deleting such Section in its entirety and inserting
in lieu thereof the following new SECTION 1.2(c) to read as follows:
"(c) Immediately upon receipt by Parent, Borrower or any other Credit Party of proceeds of any asset
disposition (including insurance and condemnation proceeds, but excluding proceeds of the sale of Inventory in
the ordinary course of business), Borrower shall prepay Revolving Credit Advances in an amount equal to all
such proceeds, net of