FIFTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
FIFTH AMENDMENT, dated as of October 30, 1998 (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 York corporation
("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 prior to the date hereof, the "Loan
WHEREAS, Lender, Borrower and Guarantors 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
2. Amendment to Recitals of the Loan Agreement. Recital A of the Loan Agreement is hereby amended as of
Amendment Effective Date (as hereinafter defined) by (i) deleting the percentage "3.50%" immediately following
the caption "Revolving Credit Rate:" and inserting the percentage "2.25%" in lieu thereof, and (ii) inserting
immediately following the text under the caption
"Unused Line Fee" the following proviso: "; provided, that, notwithstanding the foregoing, the Unused Line Fee
shall be 0.250% per annum commencing on November 1, 1998".
3. Amendment to Section 1.5 of the Loan Agreement. Section 1.5(a) of the Loan Agreement is hereby amended