SECOND AMENDMENT TO REGISTRANT'S AGREEMENT,
DATED NOVEMBER 20, 1998
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of November 20, 1998 (this
"Amendment"), is among PERRIGO COMPANY, a Michigan corporation (the "Company"), the lenders set
forth on the signature pages hereof (collectively, the "Lenders"), and NBD BANK, as agent for the Lenders (in
such capacity, the "Agent").
A. The Company, the Lenders, and the Agent are parties to a Credit Agreement, dated as of June 30, 1996, as
amended (the "Credit Agreement").
B. The Company, the Lenders, and the Agent desire to amend the Credit Agreement as set forth herein.
In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Credit
Agreement shall be amended as follows:
1.1 The definition of "Applicable Margin" contained in Section 1.1 is changed to fix the Applicable Margin
amounts until June 30, 1999, to specify how the Applicable Margin will be determined after June 30, 1999, and
to include the Facility Fee rates under the Applicable Margin definition, and thus is restated as follows:
"Applicable Margin" means, (a) on or before the date the Applicable Margin is adjusted based on the Interest
Coverage Ratio as of June 30, 1999 as described below, .55% with respect to the Eurocurrency Rate, .675%
with respect to the CD Rate and L/C Fee, and .20% with respect to the Facility Fee under Section 2.5, and (b)
thereafter, the percentage per annum set forth below in accordance with the then-applicable Interest Coverage
Ratio (calculated as set forth in Section 6.2(d) of this Agreement):
Greater than or equal to 10.0 to 1.0 .20% .325% .325% .11% and less than 15.0 to 1.0
Greater than or equal to 15.0 to 1.0 .18%% .305% .305% .09%
The applicable Interest Coverage Ratio shall be determined as of the last