Unassociated Document


    Exhibit
      10.8

    
 

    FIRST
      AMENDMENT

    TO
      AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

    


    


    THIS
      FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
      WAIVER,
      dated
      as of January 26, 2006 (this “Amendment”),
      is by
      and among BRADLEY
      PHARMACEUTICALS, INC., a
      Delaware corporation (the “Borrower”),
      those
      Domestic Subsidiaries of the Borrower identified as “Guarantors” on the
      signature pages hereto and such other Domestic Subsidiaries of the Borrower
      as
      may from time to time become a party hereto (collectively, the “Guarantors”),
      and
WACHOVIA
      BANK, NATIONAL ASSOCIATION,
      a
      national banking association, as administrative agent for the Lenders (in such
      capacity, the “Administrative
      Agent”).

    


    W
      I T N E S S E T H

    


    WHEREAS,
      the
      Borrower, the Guarantors, the lenders party thereto (the “Lenders”)
      and
      the Administrative Agent are parties to that certain Amended and Restated Credit
      Agreement dated as of November 14, 2005 (as amended, restated, amended and
      restated, modified or supplemented from time to time, the “Credit
      Agreement”;
      capitalized terms used herein shall have the meanings ascribed thereto in the
      Credit Agreement unless otherwise defined herein); 

    


    WHEREAS,
      the
      Borrower has failed to deliver to the Administrative Agent quarterly financial
      statements for the fiscal quarter ended September 30, 2005 by November 30,
      2005,
      in violation of Section 5.1(b) of the Credit Agreement (the “Section
      5.1(b) Event of Default”);

    


    WHEREAS,
      the
      Borrower has failed to deliver to the Administrative Agent complete monthly
      financial statements for the month ended November 30, 2005, in violation of
      Section 5.1(c) of the Credit Agreement (the “Section
      5.1(c) Event of Default”);

    


    WHEREAS,
      the
      Borrower failed to maintain Consolidated EBITDA for the Borrower and its
      Subsidiaries’ of at least $42,200,000 for the fiscal year ended December 31,
      2004 after giving effect to the acquisition of Bioglan Pharmaceuticals, Inc.
      on
      a pro form a basis, in violation of Section 5.9(d) of the Credit Agreement
      (the
“Section
      5.9(d) Event of Default”);

    


    WHEREAS,
      the
      Borrower has failed to deliver to the Lenders the audited balance sheet and
      the
      related statements of income and of cash flows of the Borrower for the fiscal
      year ended December 31, 2004 by December 31, 2005, in violation of Section
      5.14(a) of the Credit Agreement (the “Section
      5.14(a) Event of Default”);

    


    WHEREAS,
      the
      Borrower has failed to timely give written notice to the Administrative Agent
      of
      the Acknowledged Events of Default (as defined below), in violation of Section
      5.7(b) of the Credit Agreement (the “Section
      5.7(b) Event of Default”;
      and
      together with the Section 5.1(b) Event of Default, the Section 5.1(c) Event
      of
      Default, the Section 5.9(d) Event of Default and the Section 5.14(a) Event
      of
      Default, the “Acknowledged
      Events of Default”);

    
      
        
        

      

      
      

      
        

      

    

    
      
      

    





    WHEREAS,
      the
      Borrower has requested the Required Lenders (a) waive the Acknowledged Events
      of
      Default and (b) amend certain provisions of the Credit Agreement;
      and

    


    WHEREAS,
      the
      Required Lenders are willing to waive the Acknowledged Events of Default and
      amend the Credit Agreement, in each case subject to the terms and conditions
      hereof.

    


    NOW,
      THEREFORE,
      in
      consideration of the agreements hereinafter set forth, and for other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    


    SECTION
      1

    WAIVER

    


    1.1 Waiver
      of Acknowledged Events of Default.
      Notwithstanding
      the provisions of the Credit Agreement to the contrary, the Lenders hereby
      waive, on a one-time basis, the Acknowledged Events of Default. 

    


    1.2 Effectiveness
      of Waiver.
      This
      Waiver shall be effective only to the extent specifically set forth herein
      and
      shall not (a) be construed as a waiver of any breach or default other than
      as
      specifically waived herein nor as a waiver of any breach or default of which
      the
      Lenders have not been informed by the Borrower, (b) affect the right of the
      Lenders to demand compliance by the Borrower with all terms and conditions
      of
      the Credit Agreement, except as specifically modified or waived by this Waiver,
      (c) be deemed a waiver of any transaction or future action on the part of the
      Borrower requiring the Lenders’ or the Required Lenders’ consent or approval
      under the Credit Agreement, or (d) except as waived hereby, be deemed or
      construed to be a waiver or release of, or a limitation upon, the Administrative
      Agent’s or the Lenders’ exercise of any rights or remedies under the Credit
      Agreement or any other Credit Document, whether arising as a consequence of
      any
      Event of Default which may now exist or otherwise, all such rights and remedies
      hereby being expressly reserved.

    


    1.3 Acknowledgement
      of Default Rate.
      Notwithstanding
      the provisions of the Credit Agreement to the contrary, the Lenders acknowledge
      that, beginning as of the effective date of this Amendment, the default interest
      set forth in Section 2.9 of the Credit Agreement shall cease as to the
      Acknowledged Events of Default.

    


    


    SECTION
      2

    AMENDMENTS

    


    2.1 New
      Definition.
      The
      following definitions are hereby added to Section 1.1 of the Credit Agreement
      in
      the appropriate alphabetical order:

    


    “Current
      Filer”
      shall mean
      the
      Borrower has filed all required financial statements on Form 10-Q and Form
      10-K
      with the SEC (including, without limitation, the 


    
      
        
        

      

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    Borrower’s
      annual financial statements on Form 10-K for its fiscal year ended December
      31,
      2005).

    


    “Initial
      MediGene Payment”
      shall mean the $5,000,000 up-front payment and additional operating costs
      required under the MediGene Licensing Agreement, in an amount not to exceed
      $500,000, made by the Borrower to MediGene upon execution of the MediGene
      Licensing Agreement.

    


    “MediGene”
      shall mean MediGene AG.

    


    “MediGene
      Acquisition”
      shall mean the execution and delivery by the Borrower and MediGene of a
      collaboration and license agreement (the “MediGene
      Licensing Agreement”)
      and the payment of any obligation by the Borrower thereunder (other than the
      Initial MediGene Payment), pursuant to which the Borrower is granted the
      exclusive right to market and promote a treatment for external genital warts
      in
      the United States. 

    


    “MediGene
      Licensing Agreement”
      shall have the meaning set forth in the definition of MediGene
      Acquisition.

    


    2.2 Amendment
      to Section 1.1.
      The
      definition of “Commitment Period” in Section 1.1 of the Credit Agreement is
      hereby amended and restated in its entirety to read as follows:

    


    “Commitment
      Period”
      shall mean (a) with respect to Revolving Loans, the period (i) from and
      including the Closing Date to but excluding the Revolving Commitment Termination
      Date and (ii) in which the Borrower (A)
      is
      a Current Filer and (B)
      upon becoming a Current Filer, has
      demonstrated compliance with each of the financial covenants set forth in
      Section 5.9 and (b) with respect to Letters of Credit, the period (i) from
      and
      including the Closing Date to but excluding the date that is thirty (30) days
      prior to the Revolving Commitment Termination Date and (ii) in which the
      Borrower (A)
      is
      a Current Filer and (B)
      upon becoming a Current Filer, has
      demonstrated compliance with each of the financial covenants set forth in
      Section 5.9.

    


    2.3 Amendment
      to Section 1.1.
      The
      definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is
      hereby amended and restated in its entirety to read as follows:

    


    “Consolidated
      EBITDA”
      shall mean,
      for
      any period, the sum of (i) Consolidated
      Net Income for such period, plus
      (ii) an
      amount which, in the determination of Consolidated Net Income for such period,
      has been deducted for (A) Consolidated Interest Expense, (B) total
      federal, state, local and foreign income, value added and similar taxes,
      (C) depreciation, amortization expense and (D) certain
      one-time professional and legal fees and non-cash items incurred during such
      period, as set forth on Schedule
      1.1-4
      ,
minus
      (iii) any non-cash reduction in any reserve account of a Credit Party during
      such period, all as determined in accordance with GAAP. 

    
      
        
        

      

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    2.4 Amendment
      to Section 1.1.
      The
      definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement is
      hereby amended and restated in its entirety to read as follows:

    


    “Permitted
      Acquisition”
      shall mean (a)
      the
      Initial MediGene Payment, (b)
      the
      MediGene Acquisition or (c)
      any
      other acquisition or any series of related acquisitions by a Credit Party of
      (i)
      all
      or substantially all of the assets or a majority of the outstanding Voting
      Stock
      or economic interests of a Person that is incorporated, formed or organized
      in
      the United States or (ii)
      any
      division, line of business or other business unit of a Person that is
      incorporated, formed or organized in the United States (such Person or such
      division, line of business or other business unit of such Person shall be
      referred to herein as the “Target”),
      in each case that is a type of business (or assets used in a type of business)
      permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant
      to Section 6.3 hereof, so long as, with respect to any acquisition pursuant
      to clause (b) or (c) above, the following conditions are satisfied:
      (A)
      no
      Default or Event of Default shall then exist or would exist after giving effect
      thereto, (B)
      the
      Credit Parties shall demonstrate to the reasonable satisfaction of the
      Administrative Agent and the Required Lenders that, after giving effect to
      the
      acquisition on a pro forma basis, the Credit Parties are in compliance with
      each
      of the financial covenants set forth in Section 5.9, (C)
      the
      Administrative Agent, on behalf of the Lenders, shall have received (or shall
      receive in connection with the closing of such acquisition) a first priority
      perfected security interest in all property (including, without limitation,
      Capital Stock and real estate) acquired with respect to the Target in accordance
      with the terms of Sections 5.10 and 5.12 and the Target, if a Person, shall
      have
      executed a Joinder Agreement in accordance with the terms of Section 5.10,
      (D)
      the
      Administrative Agent and the Lenders shall have received (I) a
      description of the material terms of such acquisition, (II) audited financial
      statements (or, if unavailable, management-prepared financial statements) of
      the
      Target (other than the MediGene Acquisition) for its two (2) most recent fiscal
      years and for any fiscal quarters ending within the fiscal year to date and
      (III) consolidated projected income statements of the Borrower and its
      consolidated Subsidiaries (giving effect to such acquisition), all in form
      and
      substance reasonably satisfactory to the Administrative Agent, (E)
      the
      Target (other than the MediGene Acquisition) shall have earnings before
      interest, taxes, depreciation and amortization for the four (4) fiscal quarter
      period prior to the acquisition date in an amount greater than $0,
      (F)
      such acquisition shall not be a “hostile” acquisition and shall have been
      approved by the Board of Directors and/or shareholders of the applicable Credit
      Party and the Target, (G)
      the
      Borrower shall have satisfied the requirements set forth in Sections 5.14(a)
      and
      (b), (H)
      after giving effect to such acquisition, there shall be at least
      $10,000,000 of
      Accessible Borrowing Availability under the Revolving Committed Amount and
      (I)
      the
      aggregate consideration (including without limitation equity consideration,
      earn
      outs or deferred compensation or non-competition arrangements and the amount
      of
      Indebtedness and other liabilities assumed by the Credit Parties and their
      Subsidiaries) paid by the Credit Parties and their Subsidiaries (y) in
      connection with any individual acquisition shall not exceed $20,000,000 and
      (z)
      for all acquisitions made during any twelve-month period shall not exceed
      $30,000,000.

    



    
      
        
        

      

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    2.5 Amendment
      to Section 5.1(a).
      Section
      5.1(a) is hereby amended and restated in its entirety to read as follows:


    


    (a) Annual
      Financial Statements.
      Subject to the terms of Section 5.14(a), as soon as available, and in any event
      no later than the earlier of (i) the date the Borrower is required by the SEC
      to
      deliver its Form 10-K for any fiscal year of the Borrower and (ii)
      ninety (90) days after the end of each fiscal year of the Borrower
      (provided
      that
      such financial statements for the fiscal year ended December 31, 2005 shall
      be
      delivered no later than April 30, 2006), a copy of the consolidated and
      consolidating balance sheet of the Borrower and its consolidated Subsidiaries
      as
      at the end of such fiscal year and the related consolidated and consolidating
      statements of income and retained earnings and of cash flows of the Borrower
      and
      its consolidated Subsidiaries for such year, audited (with respect to the
      consolidated statements only) by a firm of independent certified public
      accountants of nationally recognized standing reasonably acceptable to the
      Administrative Agent, in each case setting forth in comparative form
      consolidated and consolidating figures
      for the preceding fiscal year, reported on without a “going concern” or like
      qualification or exception, or qualification indicating that the scope of the
      audit was inadequate to permit such independent certified public accountants
      to
      certify such financial statements without such qualification;

    


    2.6 Amendment
      to Section 5.1(b).
      Section
      5.1(b) is hereby amended and restated in its entirety to read as
      follows:

    


    (b) Quarterly
      Financial Statements.
      As
      soon as available, and in any event no later than the earlier of (i) the date
      the Borrower is required by the SEC to deliver its Form 10-Q for each of the
      first three fiscal quarters of the Borrower and (ii) forty-five (45) days after
      the end of each of the first three fiscal quarters of the Borrower, a
      company-prepared consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such period and related company-prepared
      consolidated statements
      of income and retained earnings and cash flows for the Borrower and its
      consolidated Subsidiaries for such quarterly period and for the portion of
      the
      fiscal year ending with such period, in each case setting forth in comparative
      form consolidated figures for the corresponding period or periods of the
      preceding fiscal year (subject to normal recurring year-end audit adjustments)
      and including management discussion and analysis of operating results inclusive
      of operating metrics in comparative form and a summary of accounts receivable
      and accounts payable aging reports in form satisfactory to the Lenders;
provided
      that
      (i)
      once the Borrower is a Current Filer, the Borrower shall complete all Compliance
      Certificates based on financial information set forth in the Borrower’s
      quarterly and annual financial statements on Form 10-Q and Form 10-K as filed
      with the SEC and (ii)
      with respect to the fiscal quarters ended March 31, 2005, June 30, 2005 and
      September 30, 2005, the Borrower shall deliver such quarterly financial
      statements on or before March 31, 2006;

    


    2.7 Amendment
      to Section 5.1(c).
      Section
      5.1(c) is hereby amended and restated in its entirety to read as
      follows:


    
      
        
        

      

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    (c) [reserved];
      and

    


    2.8 Amendment
      to Section 5.1(d).
      Section
      5.1(d) is hereby amended and restated in its entirety to read as
      follows:

    


    (d) Annual
      Budget Plan.
      As
      soon as available, but in any event within forty-five days (45)
      after the
      end of each fiscal year (provided
      that
      such annual budget for the fiscal year ending December 31, 2006 shall be
      delivered no later than May 31, 2006), a copy of the detailed annual budget
      or
      plan including cash flow projections of the Borrower for the next fiscal year
      on
      a quarterly basis, in form and detail reasonably acceptable to the
      Administrative Agent and the Required Lenders, together with a summary of the
      material assumptions made in the preparation of such annual budget or
      plan;

    


    2.9 Amendment
      to Section 5.2(b).
      Section
      5.2(b) is hereby amended and restated in its entirety to read as
      follows:

    


    (b) concurrently
      with the delivery of the financial statements referred to in Sections 5.1(a)
      and
      5.1(b) above, a certificate of a Responsible Officer stating that, to the best
      of such Responsible Officer’s knowledge, during such period each of the Credit
      Parties observed or performed in all material respects all of its covenants
      and
      other agreements, and satisfied in all material respects every condition,
      contained in this Credit Agreement to be observed, performed or satisfied by
      it,
      and that such Responsible Officer has obtained no knowledge of any Default
      or
      Event of Default except as specified in such certificate and such certificate
      shall include the calculations in reasonable detail required to indicate
      compliance with Section 5.9 as of the last day of such period
      (“Compliance
      Certificate”);
      provided
      that
      (i) the Credit Parties shall not be required to furnish a Compliance Certificate
      with respect to the quarterly financial statements of the Borrower for the
      fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005
      and
      (ii) the Credit Parties shall not be required to furnish any Compliance
      Certificate prior to furnishing a Compliance Certificate concurrently with
      the
      delivery of the annual financial statements of the Borrower for the fiscal
      year
      ended December 31, 2005;

    


    2.10 Amendment
      to Section 5.2.
      Section
      5.2 is hereby amended by adding a new subsection (h) to read as follows and
      making the appropriate grammatical and punctuation changes thereto:

    


    (h) 
      as
      soon as available, but in any event within thirty (30) days after the end of
      each fiscal month of the Borrower, until the Borrower is a Current Filer, a
      certificate of a Responsible Officer certifying compliance with the first
      sentence of Section 5.9(c) as of the last day of the preceding month and
      providing any documentary evidence thereof that the Administrative Agent may
      reasonably request.

    
      
        
        

      

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    2.11 Amendment
      to Section 5.9(c).
      Section
      5.9(c) is hereby amended and restated in its entirety to read as
      follows:

    


    (c) Minimum
      Cash Balance.
      The
      Borrower shall have not less than (a)
      until the Borrower becomes a Current Filer, $45,000,000 and (b) once the
      Borrower becomes a Current Filer, $25,000,000, in each case of unrestricted
      cash
      and Cash Equivalents in an account(s) at Wachovia Bank, National Association
      and/or in which the Administrative Agent has a perfected security interest
      under
      the UCC (the “Controlled
      Accounts”).
      Until the Borrower (i)
      is
      a Current Filer and (ii)
      upon becoming a Current Filer, has
      demonstrated compliance with each of the financial covenants set forth in this
      Section 5.9,
      the
      Borrower agrees that, regardless of whether a Default or Event of Default has
      occurred and is continuing, the Administrative Agent will exercise exclusive
      control over the Controlled Accounts and any withdrawal from the Controlled
      Accounts will be subject to the Administrative Agent’s consent.


    


    2.12 Amendment
      to Section 5.9(d).
      Section
      5.9(d) is hereby amended and restated in its entirety to read as
      follows:

    


    (d)
       Minimum
      Consolidated EBITDA.
      Consolidated EBITDA of the Borrower and its Subsidiaries shall be at least
      (a)
      $33,220,000 for the fiscal year ended December 31, 2004 after giving effect
      to
      the acquisition of Bioglan Pharmaceuticals, Inc. on a pro forma basis and
      (b)
      $40,000,000 for the fiscal year ended December 31, 2005.

    


    2.13 Amendment
      to Section 5.14(a).
      Section
      5.14(a) is hereby amended by replacing “December 31, 2005” with “January 31,
      2006”. 

    


    2.14 Amendment
      to Section 5.14(b).
      Section
      5.14(b) is hereby amended and restated in its entirety to read as
      follows:

    


    (b)
       The
      Borrower shall be a Current Filer by April 30, 2006.

    


    2.15 Amendment
      to Schedule 1.1-4.
      Schedule
      1.1-4
      is
      hereby added to the Credit Agreement in the form as set forth on Appendix
      A
      to this
      Amendment.

    


    SECTION
      3

    CONDITIONS
      TO EFFECTIVENESS

    


    3.1 Conditions
      to Effectiveness.
      This
      Amendment shall be and become effective as of the date first above written
      upon
      satisfaction of the following conditions (in form and substance reasonably
      acceptable to the Administrative Agent):

    


    (a) Executed
      Amendment.
      Receipt
      by the Administrative Agent of a copy of this Amendment duly executed by each
      of
      the Credit Parties and the Administrative Agent, on behalf of the Required
      Lenders.


    
      
        
        

      

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    (b) Executed
      Consents.
      Receipt
      by the Administrative Agent of executed consents from the Required Lenders
      (each
      a “Lender
      Consent”)
      authorizing the Administrative Agent to enter into this Amendment on their
      behalf.

    


    (c) Fees
      and Expenses.
      The
      Administrative Agent shall have received from the Borrower, on behalf of each
      Lender that executes and delivers a Lender Consent to the Administrative Agent
      by 10:00 a.m. (EST) on January 27, 2006, an amendment fee in an amount equal
      to
      25 basis points of such Lender’s outstanding Loans and unfunded Commitments. In
      addition, the Administrative Agent shall have received from the Borrower such
      other fees and expenses that are payable in connection with the consummation
      of
      the transactions contemplated hereby.

    


    (d) Miscellaneous.
      All
      other documents and legal matters in connection with the transactions
      contemplated by this Amendment shall be reasonably satisfactory in form and
      substance to the Administrative Agent and its counsel. 

     

    


    SECTION
      4

    MISCELLANEOUS

    


    4.1 Representations
      and Warranties.  Each
      of
      the Credit Parties represents and warrants as follows as of the date hereof,
      after giving effect to this Amendment:

    


    (a) It
      has
      taken all necessary action to authorize the execution, delivery and performance
      of this Amendment.

    


    (b) This
      Amendment has been duly executed and delivered by such Person and constitutes
      such Person’s valid and legally binding obligations, enforceable in accordance
      with its terms, except as such enforceability may be subject to
      (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
      transfer, moratorium or similar laws affecting creditors’ rights generally and
      (ii) general principles of equity (regardless of whether such
      enforceability is considered in a proceeding at law or in equity).

    


    (c) No
      consent, approval, authorization or order of, or filing, registration or
      qualification with, any Governmental Authority or third party is required in
      connection with the execution, delivery or performance by such Person of this
      Amendment.

    


    (d) The
      representations
      and warranties set forth in Article III of the Credit Amendment are true
      and correct as of the date hereof (except for those which expressly relate
      to an
      earlier date).

    


    (e) After
      giving effect to this Amendment, no event has occurred and is continuing which
      constitutes a Default or an Event of Default.

    
      
        
        

      

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    (f) The
      Security Documents continue to create a valid security interest in, and Lien
      upon, the Collateral, in favor of the Administrative Agent, for the benefit
      of
      the Lenders, which security interests and Liens are perfected in accordance
      with
      the terms of the Security Documents and prior to all Liens other than Permitted
      Liens.

    


    (g) The
      Credit Party Obligations are not reduced or modified by this Amendment and
      are
      not subject to any offsets, defenses or counterclaims.

     

    4.2 Instrument
      Pursuant to Credit Agreement.
      This
      Amendment is a Credit Document executed pursuant to the Credit Agreement and
      shall be construed, administered and applied in accordance with the terms and
      provisions of the Credit Agreement.

    


    4.3 Reaffirmation
      of Credit Party Obligations.
      Each
      Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms
      (a) that it is bound by all terms of the Credit Agreement applicable to it
      and
      (b) that it is responsible for the observance and full performance of its
      respective Credit Party Obligations.

    


    4.4 Survival.
      Except
      as expressly modified and amended in this Amendment, all of the terms and
      provisions and conditions of each of the Credit Documents shall remain
      unchanged.

    


    4.5 Expenses.
      The
      Borrower agrees to pay all reasonable costs and expenses of the Administrative
      Agent in connection with the preparation, execution and delivery of this
      Amendment, including without limitation the reasonable expenses of the
      Administrative Agent’s legal counsel.

    


    4.6 Further
      Assurances.
      The
      Credit Parties agree to promptly take such action, upon the request of the
      Administrative Agent, as is necessary to carry out the intent of this
      Amendment.

    


    4.7 Entirety.
      This
      Amendment and the other Credit Documents embody the entire agreement among
      the
      parties hereto and supersede all prior agreements and understandings, oral
      or
      written, if any, relating to the subject matter hereof.

    


    4.8 Counterparts/Telecopy.
      This
      Amendment may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be an original, but all of which shall constitute
      one and the same instrument. Delivery of executed counterparts of this Amendment
      by telecopy shall be effective as an original and shall constitute a
      representation that an original shall be delivered.

    


    4.9 No
      Actions, Claims, Etc.
      As of
      the date hereof, each of the Credit Parties hereby acknowledges and confirms
      that it has no knowledge of any actions, causes of action, claims, demands,
      damages and liabilities of whatever kind or nature, in law or in equity, against
      the Administrative Agent, the Lenders, or the Administrative Agent’s or the
      Lenders’ respective officers, employees, representatives, agents, counsel or
      directors arising from any action by such 


    
      
        
        

      

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    Persons,
      or failure of such Persons to act under this Credit Agreement on or prior to
      the
      date hereof.

    


    4.10 Governing
      Law.
      THIS
      AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER AND GOVERNED BY THE INTERNAL
      LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
      NEW
      YORK GENERAL OBLIGATIONS LAW).

    


    4.11 Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of the Credit Parties,
      the Administrative Agent, the Lenders and their respective successors and
      assigns.

    


    4.12 General
      Release.
      In
      consideration of the Administrative Agent entering into this Amendment, each
      Credit Party hereby releases the Administrative Agent, the Lenders, and the
      Administrative Agent’s and the Lenders’ respective officers, employees,
      representatives, agents, counsel and directors from any and all actions, causes
      of action, claims, demands, damages and liabilities of whatever kind or nature,
      in law or in equity, now known or unknown, suspected or unsuspected to the
      extent that any of the foregoing arises from any action or failure to act under
      the Credit Agreement on or prior to the date hereof, except, with respect to
      any
      such person being released hereby, any actions, causes of action, claims,
      demands, damages and liabilities arising out of such person’s gross negligence,
      bad faith or willful misconduct.

    


    4.13 Waiver
      of Jurisdiction; Service of Process; Arbitration; Waiver of Jury Trial; Waiver
      of Consequential Damages.
      The
      jurisdiction, service of process and waiver of jury trial provisions set forth
      in Sections 9.14, 9.15 and 9.17 of the Credit Agreement are hereby incorporated
      by reference, mutatis
      mutandis.

    


    [Signature
      Pages to Follow]

    
      
        
        

      

      10

      
        

      

    

    
      
      

    





    BRADLEY
      PHARMACEUTICALS, INC.

    FIRST
      AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has caused a counterpart of this Amendment to be duly
      executed and delivered as of the date first above written.

    
      
        	 	 	 
	 BORROWER:	BRADLEY
                PHARMACEUTICALS, INC.,
a Delaware
                corporation
	 
 	 
 	 
 
	: 	By:  	/s/
                Daniel Glassman
	 	
                

                Name: Daniel
                  Glassman

              
	 	Title: President
                & CEO


      
 

    
      	 	 	 
	 GUARANTORS:	DOAK
              DERMATOLOGICS, INC.,
a
              New
              York corporation
	 
 	 
 	 
 
	 	By:  	/s/
              Daniel Glassman
	 	
              

              Name: Daniel
                Glassman

            
	 	Title: President
              & CEO


    

    


    
      
        	 	 	 
	 	 BIOGLAN
                PHARMACEUTICALS CORP.,
a Delaware
                corporation
	 
 	 
 	 
 
	 	By:  	/s/
                Daniel Glassman
	 	
                

                Name: Daniel
                  Glassman

              
	 	Title: President
                & CEO


      




    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    
      
        
        

      

      
        

      

    

    
      
      

    





    BRADLEY
      PHARMACEUTICALS, INC.

    FIRST
      AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

    


    
      
        	 	 	 
	 ADMINISTRATIVE
                AGENT:	WACHOVIA
                BANK, NATIONAL ASSOCIATION,
as Administrative Agent on behalf of the
                Lenders and as a Lender
	 
 	 
 	 
 
	 	By:  	/s/
                Chris McCoy
	 	
                

                Name: Chris
                  McCoy

              
	 	Title:
                 Vice
                President


      




    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      
        
        

      

      
        

      

    

    
      
      

    





    Appendix
      A

    


    Schedule
      1.1-4

    


    FIRST
      AMENDMENT CONSOLIDATED EBITDA ADD-BACKS

    


    
    

    
      
        	
                Estimated
                  Legal, Other Professional and Deferred Financing Cost Write-Off
                  Expenses

              
	 	 	 	 	 	 	 	 	 
	 	 	
                FY
                  2005

              	 	
                LTM
                  3/31/06

              	 	
                LTM
                  6/30/06

              	 	
                LTM
                  9/30/06

              
	
                Legal

              	 	
                $2,998,243

              	 	
                $2,118,827

              	 	
                $989,675

              	 	
                $199,039

              
	
                Other
                  Professional

              	 	
                2,638,474

              	 	
                2,074,914

              	 	
                1,265,396
	 	
               511,221

	
                Deferred
                  Financing Write-Off

              	 	
                3,988,964

              	 	
                3,988,964

              	 	
                3,988,964

              	 	
                3,988,964

              
	 	 	
                $9,615,681

              	 	
                $8,182,704

              	 	
                $6,244,035

              	 	
                $4,699,225