Preview | Revolving Credit and Security Agreement |

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I.	DEFINITIONS		2
	1.1	General Terms	2

II.	ADVANCES, PAYMENT AND INTEREST		2
	2.1	The Revolving Facility	2
	2.2	The Loans; Maturity	3
	2.3	Interest on the Facility	4
	2.4	Revolving Facility Disbursements; Requirement to Deliver Borrowing Certificate	4
	2.5	Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox	4
	2.6	Promise to Pay; Manner of Payment	5
	2.7	Repayment of Excess Advances	6
	2.8	Payments by Lender	6
	2.9	Grant of Security Interest; Collateral	6
	2.10	Collateral Administration	8
	2.11	Power of Attorney	9
	2.12	Evidence of Loans	9

III.	FEES AND OTHER CHARGES		11
	3.1	Commitment Fee	11
	3.2	Unused Line Fee	11
	3.3	Collateral Management Fee	11
	3.4	Computation of Fees; Lawful Limits	11
	3.5	Default Rate of Interest	12
	3.6	Acknowledgement of Joint and Several Liability	12

IV.	CONDITIONS PRECEDENT		12
	4.1	Conditions to Closing	12
	4.2	Conditions to Initial Advance	14
	4.3	Conditions to Each Advance	15

V.	REPRESENTATIONS AND WARRANTIES		16
	5.1	Organization and Authority	16
	5.2	Loan Documents	17
	5.3	Subsidiaries, Capitalization and Ownership Interests	17
	5.4	Properties	18
	5.5	Other Agreements	18
	5.6	Litigation	18
	5.7	Hazardous Materials	19
	5.8	Potential Tax Liability; Tax Returns; Governmental Reports	19
	5.9	Financial Statements and Reports	19
	5.10	Compliance with Law	20
	5.11	Intellectual Property	20
	5.12	Licenses and Permits; Labor	20
	5.13	No Default	21
	5.14	Disclosure	21

	5.15	Existing Indebtedness; Investments, Guarantees and Certain Contracts	21
	5.16	Other Agreements	22
	5.17	Insurance	22
	5.18	Names; Location of Offices, Records and Collateral	22
	5.19	Non-Subordination	22
	5.20	Accounts and Inventory	23
	5.21	Food and Drug Administration Approvals	24
	5.22	Product Recalls	24
	5.23	Foreign Subsidiaries	24
	5.24	Inactive Subsidiaries	25
	5.25	Survival	25

VI.	AFFIRMATIVE COVENANTS		25
	6.1	Financial Statements, Borrowing Certificate, Financial Reports and Other Information	25
	6.2	Payment of Obligations	27
	6.3	Conduct of Business and Maintenance of Existence and Assets	27
	6.4	Compliance with Legal and Other Obligations	27
	6.5	Insurance	28
	6.6	True Books	28
	6.7	Inspections; Periodic Audits and Reappraisals	28
	6.8	Further Assurances; Post Closing	28
	6.9	Payment of Indebtedness	29
	6.10	Lien Searches	29
	6.11	Use of Proceeds	29
	6.12	Collateral Documents; Security Interest in Collateral	29
	6.13	Right of First Refusal	30
	6.14	Taxes and Other Charges	30
	6.15	Payroll Taxes	31
	6.16	Inventory Covenants	31
	6.17	Inactive Subsidiaries	32

VII.	NEGATIVE COVENANTS		32
	7.1	Financial Covenants	32
	7.2	Permitted Indebtedness	32
	7.3	Permitted Liens	33
	7.4	Investments; New Facilities or Collateral; Subsidiaries	33
	7.5	Dividends; Redemptions	34
	7.6	Transactions with Affiliates	34
	7.7	Charter Documents; Fiscal Year; Name; Jurisdiction of Organization; Dissolution; Use of Proceeds	35
	7.8	Truth of Statements	35
	7.9	IRS Form 8821	35
	7.10	Transfer of Assets	35
	7.11	Payment on Permitted Subordinated Debt	36
	7.12	Foreign Subsidiaries	36
	7.13	Inactive Subsidiaries	37

VIII.	EVENTS OF DEFAULT		37

IX.	RIGHTS AND REMEDIES AFTER DEFAULT		40
	9.1	Rights and Remedies	40

	9.2	Application of Proceeds	41
	9.3	Rights of Lender to Appoint Receiver	42
	9.4	Rights and Remedies not Exclusive	42

X.	WAIVERS AND JUDICIAL PROCEEDINGS		42
	10.1	Waivers	42
	10.2	Delay; No Waiver of Defaults	43
	10.3	Jury Waiver	43
	10.4	Cooperation in Discovery and Litigation	43

XI.	EFFECTIVE DATE AND TERMINATION		44
	11.1	Termination and Effective Date Thereof	44
	11.2	Survival	45

XII.	MISCELLANEOUS		45
	12.1	Governing Law; Jurisdiction; Service of Process; Venue

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