PERRIGO CO - FORM 8-K - EX-10.4 - FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT DATED AS OF APRIL 30, 2010

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Exhibit 10.4

PERRIGO COMPANY

FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT

Dated as of April 30, 2010

$115,000,000 4.91% Senior Notes, Series 2010-A, due April 30, 2017

$150,000,000 5.45% Senior Notes, Series 2010-B, due April 30, 2020

$150,000,000 5.55% Senior Notes, Series 2010-C, due April 30, 2022

PERRIGO COMPANY

515 Eastern Avenue

Allegan, MI 49010

Phone: 269-673-8451

Fax: 269-673-7534

FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT

DATED AS OF MAY 29, 2008

Dated as of April 30, 2010

TO EACH OF THE PURCHASERS LISTED

IN THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

This First Supplement to Master Note Purchase Agreement (this “First Supplement” or this “Agreement”) is among PERRIGO COMPANY, a Michigan corporation (the “Company”), and the institutional investors named on the attached Schedule A (collectively, the “Purchasers”) hereto.

Reference is hereby made to the Master Note Purchase Agreement, dated as of May 29, 2008, by and among the Company and the purchasers listed on Schedule A thereto, as amended by that certain First Amendment to Master Note Purchase Agreement dated as of April 29, 2010 (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement. Reference is further made to Section 1.2 of the Note Purchase Agreement, which provides that each series of Additional Notes will be issued pursuant to a Supplement.

The Company agrees with the Purchasers as follows:

1. Authorization of the New Series of Additional Notes. The Company has authorized the issue and sale of $115,000,000 in aggregate principal amount of Notes to be designated as its 4.91% Senior Notes, Series 2010-A, due April 30, 2017 (the “Series 2010-A Notes”), $150,000,000 in aggregate principal amount of Notes to be designated as its 5.45% Senior Notes, Series 2010-B, due April 30, 2020 (the “Series 2010-B Notes”) and $150,000,000 in aggregate principal amount of Notes to be designated as its 5.55% Senior Notes, Series 2010-C, due April 30, 2022 (the “Series 2010-C Notes”) and together with the Series 2010-A Notes and Series 2010-B Notes, collectively, the “Series 2010 Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2010 Notes, together with the Series 2008 Notes heretofore issued pursuant to the Note Purchase Agreement and each series of Additional Notes that may from time to time hereafter be issued pursuant to the provisions of Section 1.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in

substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2010-A Notes shall be substantially in the form set out in Exhibit 1-A to this First Supplement, the Series 2010-B Notes shall be substantially in the form set out in Exhibit 1-B to this First Supplement and the Series 2010-C Notes shall be substantially in the form set out in Exhibit 1-C to this First Supplement, in each case with such changes therefrom, if any, as may be approved by the Company and the Purchasers of such series of Notes.

2. Sale and Purchase of Series 2010 Notes. Subject to the terms and conditions herein and in the Note Purchase Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the First Supplement Closing provided for in Section 3, Series 2010 Notes in the series and in the principal amount specified opposite such Purchaser’s name in the attached Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers are several and not joint obligations and each Purchaser shall have no liability to any Person for the performance or non-performance by any other Purchaser hereunder.

3. Closing. The sale and purchase of the Series 2010 Notes to be purchased by the Purchasers shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022-4689 at 9:00 a.m., New York time, at a closing (the “First Supplement Closing”) on April 30, 2010 or on such other Business Day thereafter on or prior to May 5, 2010 as may be agreed upon by the Company and each of the Purchasers. At the First Supplement Closing, the Company will deliver to each Purchaser the Series 2010 Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Series 2010 Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the First Supplement Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to Account 860523, Perrigo Company at JPMorgan Chase Bank, N.A., 277 Park Avenue, New York, New York 10172, ABA No. 021000021. If at the First Supplement Closing the Company fails to tender such Series 2010 Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4. Conditions to First Supplement Closing. Each Purchaser’s obligation to purchase and pay for the Series 2010 Notes to be sold to such Purchaser at the First Supplement Closing is subject to the fulfillment to such Purchaser’s reasonable satisfaction, prior to or at the First Supplement Closing, of the conditions set forth below:

(a) Each of the representations and warranties of the Company set forth in Section 8 hereof shall be correct in all material respects (except those representations and warranties that are qualified by materiality, which will be correct in all respects) when made and as of the date of the First Supplement Closing after giving effect to the Acquisition (it being understood that representations and warranties that speak as of a specific date or time need only be correct as of such date or time).

(b) Contemporaneously with the First Supplement Closing, the Company shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2010 Notes to be purchased by such Purchaser at the First Supplement Closing as specified in Schedule A to this First Supplement.

(c) Each Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of such First Supplement Closing (a) from Warner Norcross & Judd LLP, special counsel for the Company, covering the matters set forth in Exhibit 4(a)(i) to this First Supplement and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company instructs its counsel to deliver such opinions to the Purchasers), and (b) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4(a)(ii) to this First Supplement and covering such other matters incident to such transactions as such Purchasers may reasonably request.

(d) Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained by Bingham McCutchen LLP for each series of the Series 2010 Notes.

(e) Pursuant to and in accordance with the terms of that certain Merger Agreement, dated as of March 22, 2010 (the “Acquisition Agreement” and together with all other agreements, exhibits, schedules, annexes and documents executed or delivered in connection therewith, in each case as may be amended, modified or supplemented from time to time, collectively, the “Acquisition Documents”), by and among the Company, PBM Holdings, Inc., a Delaware corporation (“Holdings”), PBM Nutritionals, LLC, a Delaware limited liability company (“Nutritionals” and together with Holdings, the “Acquired Companies”), Pine Holdings Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Pine Holdings Merger Sub”), Pine Nutritionals Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pine Nutritionals Merger Sub”) and PBM Stakeholders, LLC, as stockholder representative, Pine Holdings Merger Sub shall have merged, or shall merge contemporaneously with the sale of the Series 2010 Notes hereunder, with and into Holdings and Pine Nutritionals Merger Sub shall have merged, or shall merge contemporaneously with the sale of the Series 2010 Notes hereunder, with and into Nutritionals and all of the outstanding Equity Interests of the Acquired Companies will be purchased for cash by the Company, such that, after giving effect to all such transactions, the Company shall own all of the issued and outstanding Equity Interests of the Acquired Companies (such transactions herein referred to as the “Acquisition”). The Company shall have delivered a copy of all of the Acquisition Documents certified in an Officer’s Certificate as being the true, correct and complete copies thereof.

(f) The Company shall have delivered an unaudited balance sheet as at the date of the First Supplement Closing based on the Company’s December 26, 2009 balance sheet and with such adjustments thereto as shall be reasonable and appropriate in light of the circumstances existing at the time such adjustments are made in order to give pro forma effect to the Acquisition.

(g) The Company shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the First Supplement Closing, certifying that the conditions specified in clauses (a), (i) and (m) have been fulfilled, and the Company and each Subsidiary Guarantor shall have executed and delivered a certificate of its Secretary or an Assistant Secretary, dated the date of the First Supplement Closing, certifying as to the resolutions attached thereto, its organizational documents and other corporate proceedings relating to the authorization, execution and delivery of the Series 2010 Notes and this First Supplement.

(h) The Purchasers shall have received a fully executed copy of the First Amendment to Collateral Agency and Intercreditor Agreement, dated as of April 30, 2010, by and among the Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement and as Administrative Agent under the Term Loan Agreement, the requisite holders of the Series 2008 Notes and each of the Purchasers, pursuant to which (i) the Series 2010 Notes shall have been deemed to constitute Secured Obligations under, and as defined in, the Intercreditor Agreement, and (ii) each Purchaser that at such time is not a party to the Intercreditor Agreement shall have agreed to be bound by the terms and provisions set forth in the Intercreditor Agreement applicable to a “Secured Party” and a “2008 Noteholder” (as each such term is defined in the Intercreditor Agreement).

(i) The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the First Supplement Closing, and, after giving effect to the issue and sale of the Series 2010 Notes (and the application of the proceeds thereof as contemplated hereby), no Default or Event of Default shall have occurred and be continuing.

(j) On the date of the First Supplement Closing, each Purchaser’s purchase of the Series 2010 Notes to be purchased by such Purchaser shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If reasonably requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable it to determine whether such purchase is so permitted.

(k) Without limiting the provisions of Section 15.1 of the Note Purchase Agreement, the Company shall have paid on or before the First Supplement Closing the reasonable and properly documented fees, charges and disbursements of the Purchasers’ special counsel to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the First Supplement Closing.

(l) At least three Business Days prior to the date of the First Supplement Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 hereof, including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Series 2010 Notes is to be deposited.

(m) The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time since December 26, 2009.

(n) The Company shall have delivered fully executed copies of (i) the Credit Agreement, together with all amendments, supplements, waivers or modifications thereto through the date of the First Supplement Closing, and (ii) the Term Loan Agreement, together with all amendments, supplements, waivers or modifications thereto through the date of the First Supplement Closing, and (iii) the Subsidiary Guaranty, each other Guaranty executed in respect of the Notes (if any) and all of the Collateral Documents, in each case certified in an Officer’s Certificate as being the true, correct and complete copies thereof as of the First Supplement Closing.

(o) All corporate and other proceedings in connection with the transactions contemplated by this First Supplement and all documents and instruments incident to such transactions shall be reasonably satisfactory to each Purchaser and its special counsel, and each Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request.

5. Prepayments; Maturity; Additional Interest.

(a) No Required Prepayments; Maturity. No regularly scheduled prepayments are due on the Series 2010-A Notes, the Series 2010-B Notes and the Series 2010-C Notes prior to their respective stated maturities. The entire unpaid principal balance of the Series 2010-A Notes, the Series 2010-B Notes and the Series 2010-C Notes shall be due and payable on the stated maturity thereof.

(b) Other Prepayment Provisions. The prepayment provisions set forth in Sections 8.2, 8.3, 8.4, 8.5, 8.6 and 8.7 of the Note Purchase Agreement shall apply with respect to the Series 2010 Notes.

(c) Additional Interest. If the Consolidated Leverage Ratio shall exceed 3.25 to 1.00 on the last day of any fiscal quarter in the circumstances contemplated by the proviso to Section 6(a) below, the interest rate otherwise payable on the Notes shall be increased by 0.75% (the “Incremental Interest”) effective as of the first day of the next succeeding fiscal quarter. Such Incremental Interest shall continue to accrue through (but not beyond) the last day of the first fiscal quarter ending thereafter on which the Consolidated Leverage Ratio as of the last day of such fiscal quarter is not greater than 3.25 to 1.00.

6. Additional Covenants, etc.

(a) Consolidated Leverage Ratio. The Company will not permit the Consolidated Leverage Ratio, as of the end of any fiscal quarter, to be greater than 3.25 to 1.00; provided that, upon delivery of a notice invoking this proviso by the Company to the holders of the Notes not later than the last day of the fiscal quarter in which a Qualified Acquisition is consummated, such ratio may be greater than 3.25 to 1.00, but in no event greater than 3.50 to 1.00, on such last day and on the last day of each of the three fiscal quarters next succeeding such fiscal quarter, so long as the Company has paid all interest that has become due on the Notes (including, without limitation, all Incremental Interest payable pursuant to Section 5(c) of this First Supplement) on or prior to each such date.

Notwithstanding anything contained in the Note Purchase Agreement, for purposes of determining compliance with the Consolidated Leverage Ratio pursuant to this Section 6(a), any election by the Company or its Subsidiaries to measure an item of its Indebtedness using fair value (as permitted by FASB ASC 825-10-25 - Fair Value Option (formerly known as Statement of Financial Accounting Standards No. 159) or International Accounting Standard 39 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

(b) Interest Coverage. The Company will not permit the ratio of Consolidated EBIT to Consolidated Interest Expense (in each case for the Company’s then most recently completed four fiscal quarters) to be less than 3.00 to 1.00 at any time.

(c) Priority Debt. The Company will not at any time permit Priority Debt to exceed 15% of Consolidated Adjusted Total Assets as of the end of the most recently completed fiscal quarter.

Notwithstanding anything contained in the Note Purchase Agreement, for purposes of determining compliance with this Section 6(c), any election by the Company or its Subsidiaries to measure an item of its Indebtedness using fair value (as permitted by FASB ASC 825-10-25 - Fair Value Option (formerly known as Statement of Financial Accounting Standards No. 159) or International Accounting Standard 39 or any similar accounting standard) shall be disregarded for purposes of determining the amount of Priority Debt at any time and such determination shall be made as if such election had not been made.

(d) Additional Guarantees. Without limiting the provisions of Section 9.7 of the Note Purchase Agreement, the Company will cause each of Holdings and Nutritionals to execute and deliver to each holder of Notes a Joinder to the Subsidiary Guaranty in substantially the form of Exhibit A to the Subsidiary Guaranty on or before the date that is the earlier of (x) the date that is 5 Business Days after the date of the First Supplement Closing, and (y) the date on which such Person becomes a co-borrower under any Loan Agreement or a guarantor of Indebtedness in respect of any Loan Agreement, together with (i) a certificate of the Secretary or an Assistant Secretary for such Person, dated the date of the delivery of such Joinder, certifying as to (A) the authorizing resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Joinder to the Subsidiary Guaranty and (B) the copies of the charter, bylaws, operating agreement and other constitutive documents of such Person attached thereto, and (ii) an opinion of independent counsel dated the date of delivery of such Joinder reasonably satisfactory to the Required Holders covering the opinions set forth in paragraphs 2, 4, 5, 6, 7 and 9 of the form of opinion attached as Exhibit 4.4(a) to the Note Purchase Agreement.

(e) Remuneration for Amendments and Waivers. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof or of the Note Purchase Agreement, the Subsidiary Guaranty or the Collateral Documents, unless (i) such remuneration is concurrently paid, on the same terms, ratably to each holder of Notes then outstanding that also enters into such waiver or amendment, and (ii) an amount equal to 50% of such remuneration is concurrently paid, on the same terms, ratably to each holder of Notes then outstanding that does not consent to such waiver or amendment. If, in the case of any waiver or amendment of any of the terms and provisions hereof, or of the Note Purchase Agreement, the Subsidiary Guaranty or the Collateral Documents, remuneration in excess of the amount set forth in clause (ii) above is paid to any holder of Notes that for any reason does not enter into such waiver or amendment, such excess remuneration shall also be paid to all other non-consenting holders in respect of such waiver or amendment.

The Company will not directly or indirectly grant any security or provide other credit support to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof or of the Note Purchase Agreement, the Subsidiary Guaranty or the Collateral Documents, unless such security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(f) Make-Whole Amount. All references to “actively traded U.S. Treasury securities” or “actively traded U.S. Treasury security” in the definition of “Reinvestment Yield” in Section 8.7 of the Note Purchase Agreement shall be deemed to refer to “actively traded on-the-run U.S. Treasury securities” or “actively traded on-the-run U.S. Treasury security”, respectively.

7. Events of Default. The Company hereby acknowledges and agrees that (i) the failure of the Company to comply with Section 6(a) or Section 6(b) above as of the end of any fiscal quarter of the Company or its failure to comply with Section 6(c) above at any time shall constitute an Event of Default under Section 11(c) of the Note Purchase Agreement; (ii) the failure of the Company to comply with Section 6(d) or Section 6(e) above shall constitute an Event of Default under Section 11(d) of the Note Purchase Agreement; and (iii) any default by the Company in the performance of or compliance with Section 9.8(b) of the Note Purchase Agreement shall constitute an Event of Default under Section 11(c) of the Note Purchase Agreement (for the avoidance of doubt, nothing contained in this clause (iii) shall be deemed to change or modify the 10 Business Day period for delivery of any new Joinder to the Subsidiary Guaranty (together with all related documents and opinions) set forth in Section 9.7(a) of the Note Purchase Agreement).

8. Representations and Warranties. The Company hereby represents and warrants to each Purchaser as follows:

8.1 Organization; Power and Authority.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. At the date of the Closing, the Company had the corporate power and authority to execute and deliver the Note Purchase Agreement and the Series 2008 Notes and, as of the date hereof, the Company has the corporate power and authority to execute and deliver this First Supplement and the Series 2010 Notes and to perform the provisions of the Note Purchase Agreement (as supplemented hereby) and the Notes.

8.2 Authorization, etc.

The Note Purchase Agreement, this First Supplement, the Collateral Documents to which the Company is a party and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and the Note Purchase Agreement and the Collateral Documents constitute, and upon execution and delivery hereof and thereof, this First Supplement and each Series 2010 Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Subsidiary Guaranty, this First Supplement and the Collateral Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action on the part of each Subsidiary Guarantor and upon execution and delivery hereof and thereof will constitute the legal, valid and binding obligations of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8.3 Disclosure.

The Company, through its agent, J.P. Morgan Securities Inc., has delivered to each Purchaser a copy of a Private Placement Memorandum, dated March 2010 (the “Supplement Memorandum”), relating to the transactions contemplated by this First Supplement. The Note Purchase Agreement, the Supplement Memorandum (including the Company’s SEC filings referred to therein), the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company identified in Schedule 8.3 to the First Supplement by or on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreement and this First Supplement and the financial statements listed in Schedule 8.5 to the First Supplement (the Note Purchase Agreement, this First Supplement, the Supplement Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to April 7, 2010 being referred to, collectively, as the “Supplement Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Supplement Disclosure Documents, since June 27, 2009, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Supplement Disclosure Documents.

8.4 Organization of Subsidiaries; Affiliates.

(a) Schedule 8.4 hereto contains complete and correct lists of: (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers.

(b) Each Subsidiary identified in Schedule 8.4 hereto is a corporation or other legal entity duly organized, validly existing and in good standing or equivalent under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such

qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, and, if a party thereto, to execute and deliver the Subsidiary Guaranty, this First Supplement and the Collateral Documents and to perform the provisions hereof and thereof.

(c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 8.4 hereto and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

(d) The signatories to the Confirmation attached to this First Supplement are all of the Subsidiary Guarantors as of the date of the First Supplement Closing.

8.5. Financial Statements.

The Company has delivered to each Purchaser a copy of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 8.5 hereto, as filed by the Company in accordance with Regulation S-X. All of said financial statements and the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal quarters ending September 26, 2009 and December 26, 2009 (including in each case the related schedules and notes) as filed with the SEC in accordance with Regulation S-X fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto (subject, in the case of quarterly financial statements, to normal year-end adjustments).

8.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this First Supplement, the Note Purchase Agreement, the Collateral Documents to which it is a party and the Notes do not and will not (i) contravene, result in any breach of, or constitute a default under, or except as contemplated by the Note Purchase Agreement, this First Supplement and the Collateral Documents result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, except in each case, such as could not reasonably be expected to result in a Material Adverse Effect, (ii) violate the corporate charter or by-laws of the Company or any Subsidiary, (iii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iv) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty, this First Supplement and the Collateral Documents to which it is a party do not and will not (i) contravene, result in any breach of, or constitute a default under, or except as contemplated by the Note Purchase Agreement, this First Supplement and the Collateral Documents result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement or instrument, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its properties may be bound or affected, except in each case, such as could not reasonably be expected to result in a Material Adverse Effect, (ii) violate the corporate charter or by-laws of such Subsidiary Guarantor, (iii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iv) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor.

8.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority was or is required in connection with the execution, delivery or performance by the Company of this First Supplement, the Note Purchase Agreement or the Notes, except for the filing of a Form 8-K with the SEC.

8.8 Litigation; Observance of Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws and the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

8.9 Taxes.

The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income

or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not, individually or in the aggregate, Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The United States Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended July 1, 2006.

8.10 Title to Property; Leases.

The Company and its Subsidiaries have good and sufficient title to, or valid leasehold interests in, their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Schedule 8.5 to the First Supplement or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by the Note Purchase Agreement, except where the failure to have good title or valid leasehold interests could not reasonably be expected to result in a Material Adverse Effect.

8.11 Licenses, Permits, etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others.

(b) To the best knowledge of the Company, no product of the Company or any of its Subsidiaries infringes on any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person, except that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

8.12 Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 430 or 436 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that, individually, or in the aggregate for all Plans, is Material. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with FASB ASC 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this First Supplement and the issuance and sale of the Series 2010 Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 8.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 10 as to the sources of the funds used to pay the purchase price of the Series 2010 Notes to be purchased by such Purchaser.

8.13. Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has offered the Series 2010 Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person, other than not more than 65 Institutional Investors (as defined in clause (c) of the definition of such term) (including the Purchasers), each of which has been offered the Series 2010 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2010 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

8.14. Use of Proceeds; Margin Regulation.

Net proceeds from the sale of the Series 2010 Notes will be used to fund a portion of the purchase price in connection with the Acquisition, to pay fees and expenses related thereto and for general corporate purposes. No part of the proceeds from the sale of the Series 2010 Notes pursuant to this First Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) so as to involve the Company or any holder of Notes in a violation of such Regulation (or so as to require any holder of Notes to make any filing under such Regulation), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of either the assets of the Company or the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

8.15 Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 8.15 hereto sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 30, 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 8.15 hereto, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4 of the Note Purchase Agreement.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 8.15 hereto.

8.16. Foreign Assets Control Regulations, etc.

(a) Absence of Foreign or Enemy Status. Neither the Company nor any Subsidiary is an “enemy” or an “ally of the enemy” within the meaning of section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Neither the Company nor any Subsidiary is in violation of, none of the holders of Notes solely as a result of purchasing, holding, receiving any payment or exercising any rights in respect of, any Note, will be in violation of, and neither the issuance and sale of the Notes by the Company nor its use of the proceeds thereof as contemplated by this First Supplement will violate, (i) the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, or any executive orders, proclamations or regulations issued pursuant thereto, or any of the foreign assets control regulations of the United States Department of the Treasury (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (ii) the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (Pub.L. 104-114, 110 Stat. 785 (1996)), as amended, or (iii) the USA Patriot Act.

(b) Blocked Persons List and Anti-Terrorism Order. Neither the Company nor any Subsidiary (i) is a Person designated as a “Specially Designated National” or “Blocked Person” in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or so designated in Section 1 of the Anti-Terrorism Order, or (ii) has any investments in, or engages in any dealings or transactions with, any Identified Person where such investments, dealings or transactions would cause the purchase, holding, or receipt of any payment or exercise of any rights in respect of, any Note by the holder thereof to be in violation of any of the laws or regulations identified in clause (a) or (b) of this Section 8.16. For purposes hereof, an “Identified Person” means a Person (x) who is designated as a “Specially Designated National” or “Blocked Person” on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the United States Department of the Treasury or designated in Section 1 of the Anti-Terrorism Order or (y) that is the government of any country, or that is located or organized in any country, or is a department, agency or instrumentality of, or is otherwise controlled by or acting on or behalf of, directly or indirectly, the government of any country, that is the target of any of the several economic sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury (31 C.F.R. Parts 500 through 598).

8.17 Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended.

8.18 Environmental Matters.

(a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

8.19. Acquisition; Transaction Costs.

(a) All Documents Provided; No Other Agreements. The Company has provided to the Purchasers true, correct and complete copies of the Acquisition Documents. Except as set forth on Schedule 8.19(a) hereto, there is no material agreement or understanding between any of the parties to the Acquisition Documents except as set forth in the Acquisition Documents.

(b) Closing of the Acquisition. The Acquisition has been closed, or is closing contemporaneously with the sale of the Series 2010 Notes hereunder, in accordance with the Acquisition Documents. On the date of the First Supplement Closing, except as described on Schedule 8.19(b) to the First Supplement, each of the representations and warranties made by the Company and, to the knowledge of the Company, made by the Acquired Companies in the Acquisition Documents is true and correct in all material respects, other than where the failure to be true and correct in all material respects could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Consent. All consents, approvals and authorizations of, and filings, registrations and qualifications with, any Governmental Authority on the part of the Company or the Acquired Companies required in connection with the consummation of the Acquisition have been obtained or made and remain in full force and effect, except for any thereof which the Company, the Acquired Companies, Pine Holdings Merger Sub

or Pine Nutritionals Merger Sub have failed to obtain if such failure, in the aggregate for all such consents, approvals, authorizations, filings, registrations and qualifications not so obtained or made, would not reasonably be expected to have a Material Adverse Effect.

9. Notices. All notices and communications provided to any Purchaser under this First Supplement or the Note Purchase Agreement shall be in writing and sent in the manner specified in Section 18 of the Note Purchase Agreement to such Purchaser or its nominee (as applicable) at the address specified for such communications in Schedule A to this First Supplement, or at such other address as such Purchaser or its nominee shall have specified to the Company in writing.

10. Representations of the Purchasers. Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series 2010 Notes by such Purchaser.

11. Applicability of Note Purchase Agreement. Except as modified by this First Supplement, the Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.

12. Miscellaneous. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. This First Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

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If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.


Very truly yours,

PERRIGO COMPANY

By:		/s/ Judy L. Brown
Name: Judy L. Brown
Title: Executive Vice President and Chief Financial Officer