FOURTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

FOURTH AMENDMENT TO CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 8, 2008 (this “Amendment”), is among Xxxxxxx Company (the “U.S. Borrower”), the Foreign Subsidiary Borrowers party hereto, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Bank Leumi USA, as Syndication Agent, and Bank of America, N.A., LaSalle Bank Midwest National Association, formerly known as Standard Federal Bank, N.A. and National City Bank of the Midwest, as Documentation Agents.

     The Borrowers, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agents are parties to a Credit Agreement dated as of March 16, 2005, as amended (the “Credit Agreement”). The Borrowers desire to amend the Credit Agreement as set forth herein and the Lenders are willing to do so in accordance with the terms hereof.

     In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

     1. Section 6.04(g) of the Credit Agreement is restated as follows:

          (g) Guarantees, investments, loans or advances not otherwise permitted by this Section 6.04 not in excess of ten percent (10%) of Consolidated Total Assets in the aggregate; provided that the aggregate outstanding amount (exclusive of investments, loans or advances to Subsidiaries under Section 6.04(d)(ii)) of such Guarantees of, and investments, loans or advances to, Subsidiaries that are not Guarantors shall not exceed (i) $95,000,000 at any time prior to June 30, 2008 or (ii) $75,000,000 at any time on or after June 30, 2008.

     2. Each Borrower represents and warrants to the Lenders and Administrative Agent that: (a) this Amendment is the legal, valid and binding obligation of it, enforceable against it in accordance with the terms thereof and (b) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof, and no Default or Event of Default exists or has occurred and is continuing on the date hereof.

     3. References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time. Except as expressly amended hereby, each Borrower agrees that the Loan Documents are ratified and confirmed and shall remain in full force and effect and that it has no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. The terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement

     4. This Amendment shall be effective as of the date hereof when it shall be executed by the Borrowers, the Required Lenders, the Administrative Agent and the Syndication Agent and the Consent and Agreement attached hereto is signed by the Guarantors. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures sent by telecopy or electronic mail message shall be enforceable as originals.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	XXXXXXX COMPANY
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Treasurer
	AGIS INDUSTRIES (1983) LTD.
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Director

	JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Senior Vice President

	BANK LEUMI USA, as a Lender and as Syndication Agent
	By:	/s/ Xx. Xxxxx Xxxxxx
		Name:	Xx. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxxxx Xxxxx, 212
		Name:	Xxxxxxx Xxxxx, 212
		Title:	Senior Vice President

	BANK OF AMERICA, N.A., as a Lender and as Documentation Agent
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President

	LASALLE BANK MIDWEST NATIONAL ASSOCIATION, formerly known as Standard Federal Bank N.A., as a Lender and as Documentation Agent
	By:	/s/ Xxxxxxxxxxx Xxxxxxx
		Name:	Xxxxxxxxxxx Xxxxxxx
		Title:	First vice President

	NATIONAL CITY BANK (together with all entities which were merged into, or whose name was changed to National City Bank or a predecessor thereof, including but not limited to National City Bank of the Midwest and National City Bank of Michigan/Illinois, a national banking association
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Senior vice President

	FIFTH THIRD BANK
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Portfolio Manager

	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	By:	/s/ Xxxxxxxx Xxxxx
		Name:	Xxxxxxxx Xxxxx
		Title:	Authorised Signatory
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorised Signatory

	COMERICA BANK
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Vice President

	THE NORTHERN TRUST COMPANY
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	Vice President

CONSENT AND AGREEMENT

     As of the date and year first above written, each of the undersigned hereby: (a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby; (b) agrees that the Guaranty to which it is a party and each other Loan Document to which it is a party are hereby ratified and confirmed and shall remain in full force and effect, acknowledges and agrees that it has no setoff, counterclaim, defense or other claim or dispute with respect the Guaranty to which it is a party and each other Loan Document to which it is a party; and (c) represents and warrants to the Administrative Agent and the Lenders that the execution, delivery and performance of this Consent and Agreement are within its powers, have been duly authorized and are not in contravention of any statute, law or regulation or of any terms of its organizational documents or of any material agreement or undertaking to which it is a party or by which it is bound, and this Consent and Agreement is the legal, valid and binding obligations of it, enforceable against it in accordance with the terms hereof and thereof. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

	X. XXXXXXX COMPANY
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Treasurer
	XXXXXXX COMPANY OF SOUTH CAROLINA, INC.
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Treasurer
	PERRIGO PHARMACEUTICALS COMPANY
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Treasurer
	XXXXXXX INTERNATIONAL, INC.
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Treasurer
	PERRIGO INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Treasurer