Item 1.01 - Amendment of a Material Definitive Agreement

On October 27, 2008, Barr Pharmaceuticals, Inc. announced that Barr and certain of its subsidiaries (as guarantors), Barr Laboratories, Inc., as borrower (the "Borrower"), Bank of America, N.A., as Administrative Agent, and the other lenders (Bank of America, N.A. and such lenders collectively the "Lenders") party to the credit agreements (the "Credit Agreements") between Barr and the Lenders dated as of (1) June 19, 2008, in the case of Barr's $300 million unsecured five-year senior credit facility, and (2) July 21, 2006, as amended on October 24, 2006, in the case of Barr's $2 billion unsecured five-year senior credit facility, have agreed to amend the Credit Agreements to permit them to remain in place following the completion of the planned acquisition of Barr by an affiliate of Teva Pharmaceutical Industries Ltd. ("Teva").
Pursuant to the amendments (each an "Amendment" and together, the "Amendments"), Teva's acquisition of Barr shall be deemed not to constitute a "change of control" under the respective Credit Agreements. The occurrence of a "change of control" of Barr would otherwise give the Lenders the right to accelerate the repayment of all amounts of outstanding principal and interest under each Credit Agreement. Also pursuant to the Amendments, effective upon the closing of its acquisition of Barr, Teva will guarantee Barr's obligations under the Credit Agreements.
The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by references to the Amendments, each of which is filed as an exhibit hereto and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits

(c) Exhibits
10.1 Joint Press Release issued by the Company and Teva, dated October 27, 2008

10.2 Second Amendment to Credit Agreement, dated as of October 27, 2008, to the Credit Agreement dated as of July 21, 2006, as amended by the First Amendment thereto, dated as of October 24, 2006, among Barr, certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Book Manager, and certain other lenders.

10.3 First Amendment to Credit Agreement, dated as of October 27, 2008, to the Credit Agreement dated as of June 19, 2008, among the Company, certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Book Manager, and certain other lenders.

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