Common use of Affected Parties Clause in Contracts

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL Xxxxxxx Xxxxx International By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES AMGEN INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 14, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. GENERAL CABLE CORPORATION By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx /s/ Rxxxxx X. Xxxxxxxxx Xxxxxx Rxxxxx X. Xxxxxx Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXLYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Authorized Signatory Additional OTC Warrant Confirmation convertible Note Hedge EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1November 15, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL Xxxxxxx Xxxxx International By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES AMGEN INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1February 14, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INCMAX CAPITAL GROUP LTD. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder xxxxxxxxx By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE FORM OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC Warrant Transaction Collared ASAP Minus Date: December 24, 2007 ML Ref: To: Max Capital Group Ltd. (“Counterparty”) Attention: From: Xxxxx Xxxxxx Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC Collared ASAP Minus between the Company and ML (ML as Buyer)MLI, dated as of March 1December 24, 2007 (the “Confirmation”), including, in case 2007. The purpose of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according this Supplemental Confirmation is to confirm the terms thereof. In case and conditions of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by Transaction under the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this GuaranteeMaster Confirmation. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective The terms of the validityTransaction to which the Supplemental Confirmation relates are as follows: Trade Date: January 2, regularity or enforceability 2008 Prepayment Amount: $ 50,000,000 Forward Price Adjustment Amount: 2.29% of the Confirmation; the absence Hedge Period Reference Price Initial Share Delivery: A number of any action Shares equal to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment 90% of the amounts payable under Minimum Shares. First Acceleration Date: 22 scheduled Scheduled Trading Days after the ConfirmationHedge Completion Date. This Guarantee shall continue Scheduled Termination Date: 88 Scheduled Trading Days after the Hedge Completion Date subject to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any MLI’s right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes accelerate the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect Termination Date to any obligation of ML under the Confirmation arising before date on or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its termsFirst Acceleration Date.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL XXXXXXX XXXXX FINANCIAL MARKETS, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INCAAR CORP. By: /s/ Exxxxx Xxxxxxx X. Xxxxxxxxx Name: Exxxxx Xxxxxxx X. Xxxxxxxxx Title: Chief Financial Officer President & COO Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, XXXXX INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. AAR Corp. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx InternationalXxxxxxx Xxxxx Financial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 5, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2016 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Confirmed as of the date first above written: MYLAN LABORATORIES ANIXTER INTERNATIONAL INC. By: /s/ Exxxxx X. Rxx Xxxxxxxxx Name: Exxxxx X. Rxx Xxxxxxxxx Title: Chief Financial Officer VP—Treasurer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Anixter International Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1February 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. This Guarantee shall be one of payment and not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML guaranteed hereunder shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Confirmed as of the date first above written: MYLAN LABORATORIES ANIXTER INTERNATIONAL INC. By: /s/ Exxxxx X. Rxx Xxxxxxxxx Name: Exxxxx X. Rxx Xxxxxxxxx Title: Chief Financial Officer VP — Treasurer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Anixter International Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. This Guarantee shall be one of payment and not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML guaranteed hereunder shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. OTC Convertible Note Hedge (2015) [Signatures follow on separate page] OTC Convertible Note Hedge (2015) Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. By: /s/ Exxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx Name: Exxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx Title: Chief Financial Officer Authorized Signatory Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, XXXXX INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: OTC Warrant Confirmation V.P EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1September 9, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2015 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Xxxx Xxxxxxxx Name: Title: Title Confirmed as of the date first above written: MYLAN LABORATORIES CHATTEM, INC. By: /s/ Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Name: Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Title: President and Chief Financial Operating Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Chattem, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1November 16, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Xxxxxx Xxxxxxxxx Name: Title: Authorized Signatory Confirmed as of the date first above written: MYLAN LABORATORIES THE PANTRY, INC. By: /s/ Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Chief Financial Officer VP/CFO Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx Name: Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories The Pantry, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as Buyer)ML, dated as of March 1November 16, 2007 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES LEVEL 3 COMMUNICATIONS, INC. By: /s/ Exxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Name: Exxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Title: Chief Financial Officer Senior Vice President Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Level 3 Communications, Inc. (the “Company”), the due and punctual payment in full of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1December 2, 2007 2004 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination termination, designation of an Early Termination Date or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded rescinded, invalidated or must otherwise be returned by the Company as a result of being declared fraudulent or preferential or upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; change of time, manner or place of payment or any other term of any payment due under the Confirmation; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives set-offs; counterclaims; diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to immediately upon its termsexecution.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation Convertible Note Hedge EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES ICONIX BRAND GROUP, INC. By: /s/ Exxxxx X. Xxxxxxxxx Xxxx Xxxx Name: Exxxxx X. Xxxxxxxxx Xxxx Xxxx Title: Chief Financial Officer Chairman, President and CEO Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, XXXXX INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Iconix Brand Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as amended and restated as of March 1June 18, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL MERRILX XXXXX XXXXXNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES CYBERONICS, INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: MXXXXXX MERRILX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXER & SXXXX INCORPORATEDXXXTH XXXXXPORATED, Solely solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX MERRILX XXXXX & COXX., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX MERRILX XXXXX & COXX., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Cyberonics, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx InternationalMerrilx Xxxxx Xxxxxnational, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer)ML, dated as of March 1[September 21, 2007 2005] (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates ML merxxx xx xxnsolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationthis Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Xxxxxx Xxxxxxxxx Name: Title: Authorized Signatory Confirmed as of the date first above written: MYLAN LABORATORIES THE PANTRY, INC. By: /s/ Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Chief Financial Officer VP/CFO Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder xxxxxxxxx By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx Name: Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories The Pantry, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as Buyer)ML, dated as of March 1November 21, 2007 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. OTC Convertible Note Hedge Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL FINANCIAL MARKETS, INC. By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INCMORGANS HOTEL GROUP CO. By: /s/ Exxxxx X. Xxxxxxxxx Mxxx Xxxxxx Name: Exxxxx X. Xxxxxxxxx Mxxx Xxxxxx Title: Chief Financial Investment Officer & Executive Vice President of Capital Markets Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXLYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED, INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Axxxxxxx Xxxxx Name: Axxxxxxx Xxxxx Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. Morgans Hotel Group Co. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx InternationalFinancial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1October 11, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. GENERAL CABLE CORPORATION By: /s/ Exxxxx Rxxxxx X. Xxxxxxxxx Xxxxxx Name: Exxxxx Rxxxxx X. Xxxxxxxxx Xxxxxx Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Authorized Signatory OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1November 15, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. 1 Requires review of Note Indenture 2 Requires review of Purchase Agreement Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX MERRILL LXXXX INTERNATIONAL XXTXXXXXIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES CYBERONICS, INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXMERRILL LXXXX, PXXXXXXIERCE, FXXXXX & SXXXX INCORPORATEDXXXXX INCXXXXXATED, Solely solely in its capacity as Agent hereunder ByXx: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX MERRILL LXXXX & COCX., INCXNC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX MERRILL LXXXX & COCX., INCXNC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Cyberonics, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Merrill Lxxxx InternationalXxtxxxxxional, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1[September 21], 2007 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates ML merges xx xxxxxlidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationthis Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our the agreement between Party B and MLI by executing the copy of this Confirmation enclosed for that purpose and returning it to usthe Agent by facsimile transmission (Telecopier No. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: (000) 000-0000). Confirmed as of the date first above written: MYLAN LABORATORIES INC. MXXXXXX LXXXX INTERNATIONAL By: /s/ Exxxxx X. Xxxxxxxxx Wxxxxxx Xxxxxx Name: Exxxxx X. Xxxxxxxxx Wxxxxxx Xxxxxx Title: Chief Financial Officer Senior Specialist and Authorized Signatory Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXLYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder hxxxxxxxx By: /s/ Bxxxx Xxxxxxx Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: OTC Warrant Confirmation EXHIBIT Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Affiliated Managers Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Forward Stock Purchase Transaction between the Company and ML (ML as BuyerSeller), dated as of March 1October 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Fxxx Xxxxxxxx Name: Title: Fxxx Xxxxxxxx Confirmed as of the date first above written: MYLAN LABORATORIES NEW RIVER PHARMACEUTICALS INC. By: /s/ Exxxxx Kxxxx X. Xxxxxxxxx Xxxxxxxx Name: Exxxxx Kxxxx X. Xxxxxxxxx Xxxxxxxx Title: Chief Operating Officer, Chief Financial Officer and Secretary Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXLYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Rxxxxx Xxxxxxxx Name: Title: OTC Warrant Confirmation Rxxxxx Xxxxxxxx EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories New River Pharmaceuticals Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1July 19, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL Xxxxxxx Xxxxx International By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES AMGEN INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Convertible Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1February 14, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. [Signatures follow on separate page] Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES ICONIX BRAND GROUP, INC. By: /s/ Exxxxx X. Xxxxxxxxx Xxxx Xxxx Name: Exxxxx X. Xxxxxxxxx Xxxx Xxxx Title: Chief Financial Officer Chairman, President and CEO Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Iconix Brand Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated amended and restated as of March 1June 18, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL XXXXXXX XXXXX FINANCIAL MARKETS, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INCAAR CORP. By: /s/ Exxxxx Xxxxxxx X. Xxxxxxxxx Name: Exxxxx Xxxxxxx X. Xxxxxxxxx Title: Chief Financial Officer President & COO Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, XXXXX INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. AAR Corp. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx InternationalXxxxxxx Xxxxx Financial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 5, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2014 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. OTC Convertible Note Hedge (2015) [Signatures follow on separate page] OTC Convertible Note Hedge (2015) Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. By: /s/ Exxxxx Xxxxxx X. Xxxxxxxxx Name: Exxxxx Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, XXXXX INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx Title: OTC Warrant Confirmation Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1September 9, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2015 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Confirmation OTC Convertible Note Hedge (amended) Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy company of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory RXXXXX XXXXXXXX Name: Rxxxxx Xxxxxxxx Title: Vice President Structured Products Documentation Confirmed as of the date first above written: MYLAN LABORATORIES TEKTRONIX, INC. By: /s/ Exxxxx JXXXX X. Xxxxxxxxx XXXXXX Name: Exxxxx Jxxxx X. Xxxxxxxxx Xxxxxx Title: Chief Financial Officer Senior Vice President, General Counsel, and Secretary Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXLXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATEDINCORPORATE, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx AXXXXXXX XXXXX Name: Axxxxxxx Xxxxx Title: Derivatives Documentation Confirmation OTC Warrant Confirmation Convertible Note Hedge (amended) EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Tektronix, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated amended and restated as of March 1June 29, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.. Confirmation OTC Convertible Note Hedge Guarantee (amended)

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. GENERAL CABLE CORPORATION By: /s/ Exxxxx Rxxxxx X. Xxxxxxxxx Xxxxxx Name: Exxxxx Rxxxxx X. Xxxxxxxxx Xxxxxx Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Authorized Signatory OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1November 9, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: Name: /s/ Fxxx Xxxxxxxx Fxxx Xxxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. GENERAL CABLE CORPORATION By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx /s/ Rxxxxx X. Xxxxxxxxx Xxxxxx Rxxxxx X. Xxxxxx Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: Name: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Authorized Signatory OTC Warrant Confirmation Convertible Note Hedge EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1November 9, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES LEVEL 3 COMMUNICATIONS, INC. By: /s/ Exxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Name: Exxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Title: Chief Financial Officer Senior Vice President Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Level 3 Communications, Inc. (the “Company”), the due and punctual payment in full of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1December 2, 2007 2004 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination termination, designation of an Early Termination Event or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is invalidated, rescinded or must otherwise be returned by the Company as a result of being declared fraudulent or preferential or upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; change of time, manner or place of payment or any other term of any payment due under the Confirmation; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives set-offs; counterclaims; diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to immediately upon its termsexecution.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxxxx Xxxxx ---------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES DICK'S SPORTING GOODS, INC. By: /s/ Exxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx ---------------------------------- Name: Exxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx ---------------------------------- Name: Xxxxxxxx Xxxxx Title: OTC Warrant Confirmation Vice President Amended and Restated EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“"ML & Co.”"), hereby unconditionally guarantees to Mylan Laboratories Dick's Sporting Goods, Inc. (the “"Company”"), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“"ML”"), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as Buyer)ML, dated as of March 1February 11, 2007 2004 and amended and restated as of February 13, 2004 (the “"Confirmation”"), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s 's obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose signing and returning it to usthis Confirmation. Very truly yoursYours faithfully, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above writtenwritten above: MYLAN LABORATORIES THE PANTRY, INC. By: /s/ Exxxxx Xxxxx X. Xxxxxxxxx Xxxxxx Name: Exxxxx Xxxxx X. Xxxxxxxxx Xxxxxx Title: President and Chief Financial Executive Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder XXXXX INCORPORATED By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: OTC Warrant Confirmation EXHIBIT Authorized Signatory Annex A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories The Pantry, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Confirmation, dated October 13, 2004, between the Company and ML (ML as Buyer)ML, dated as of March 1, 2007 (the “ConfirmationAgreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the ConfirmationAgreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the ConfirmationAgreement. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the ConfirmationAgreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the ConfirmationAgreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Authorized Signatory Xxxx Xxxxxxxx Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES CHATTEM, INC. By: /s/ Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Name: Exxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Title: President and Chief Financial Operating Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXXXXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Chattem, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1November 16, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxxxx Xxxxx -------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES DICK'S SPORTING GOODS, INC. By: /s/ Exxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx -------------------------------- Name: Exxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Xxxxxxxx Xxxxx -------------------------------- Name: Xxxxxxxx Xxxxx Title: OTC Warrant Confirmation Vice President Amended and Restated EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“"ML & Co.”"), hereby unconditionally guarantees to Mylan Laboratories Dick's Sporting Goods, Inc. (the “"Company”"), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“"ML”"), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer)ML, dated as of March 1February 11, 2007 2004 and amended and restated as of February 13, 2004 (the “"Confirmation”"), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s 's obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.