SECOND AMENDMENT TO B CREDIT AGREEMENT
Second Amendment (this "Amendment"), dated as of August 2, 1996 among American Home Food Products,
Inc., Sherwood Medical Company, A.H. Robins Company, Incorporated (each, a "Subsidiary Borrower"),
American Home Products Corporation (the "Company", and together with the Subsidiary Borrowers, the
"Borrowers"), the lending institutions party to the B Credit Agreement referred to below (the "Banks") and The
Chase Manhattan Bank, as Agent (in such capacity, the "Agent"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the B Credit Agreement referred to
W I T N E S S E T H :
WHEREAS, the Borrowers, the Banks and the Agent are parties to a Credit Agreement, dated as of September
9, 1994, (the "B Credit Agreement");
WHEREAS, the parties hereto wish to amend the B Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. AC Acquisition Holding Company is hereby added as a Subsidiary Borrower, with all references in the Credit
Documents to Subsidiary Borrower and/or Subsidiary Borrowers to include such company.
2. The first recital of the B Credit Agreement is hereby amended by adding after the reference to
"3,000,000,000" therein the phrase "(as the same may be increased pursuant to subsection 2.5(c) hereof)".
3. Section 1.1 of the B Credit Agreement is hereby amended by deleting the definition of "Applicable Margin" in
its entirety and inserting in lieu thereof the following new definition:
"Applicable Margin": for any day, the rate per annum set forth below opposite the Rating Period then in effect, it
being understood that the Applicable Margin for (x) Alternate Base Rate Loans shall be the percentage set forth
under the column "Alternate Base Rate Margin", (y) C/D Rate Loans shall be the percentage set forth under the
column "C/D Rate Margin" and (z) Eurodollar Rate Loans shall be the percentage set forth under the column
"Eurodollar Rate Margin"