Credit Facility Amendment dated as of October 25, 2010



  
 Exhibit 10.89.1

 EXECUTION COPY 
 AMENDMENT NO. 2 
 Dated as of October 25, 2010 

to 
 CREDIT
AGREEMENT 
 Dated as of October 16, 2009 
 THIS AMENDMENT NO. 2 (“Amendment”) is made as of October 25, 2010 by and among Endo Pharmaceuticals Holdings Inc. (the “Borrower”), the financial institutions listed
on the signature pages hereof (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement
dated as of October 16, 2009 by and among the Borrower, the Lenders and the Administrative Agent (as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 
 WHEREAS,
the Borrower, the Lenders party hereto and the Administrative Agent have agreed to make certain amendments to the Credit Agreement; 
 WHEREAS, the parties hereto have agreed to such amendments on the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have agreed to enter into this Amendment. 
 1. Amendments to Credit Agreement.
Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows: 
 (a) Section 2.20 of the Credit Agreement is hereby amended to delete the reference to “$100,000,000” appearing therein and to replace such reference with the reference
“$500,000,000”. 
 (b) Section 2.20 of the Credit Agreement is hereby further amended to insert “each
Increasing Lender participating in such tranche,” immediately after the reference to “executed by the Borrower,” appearing in the third to last sentence thereof. 

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the
Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors,
(b) the Borrower shall have paid to the Administrative Agent, for the account of each Lender that has executed and delivered its signature page hereto by such time as is requested by the Administrative Agent, an amendment fee in the amount
specified by the Administrative Agent to the Lenders and (c) the Borrower shall have paid all of the fees of the Administrative Agent and its affiliates (including, to the extent invoiced, reasonable attorneys’ fees and expenses of the
Administrative Agent) in connection with this Amendment and the other Loan Documents. 







  
 3. Representations
and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: 
 (a) This Amendment and the Credit
Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principle of equity, regardless of whether considered in a proceeding in equity or at law. 
 (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower
set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such
representation and warranty shall be true and correct in all material respects on and as of such earlier date. 
 4.
Reference to and Effect on the Credit Agreement. 
 (a) Upon the effectiveness hereof, each reference to the Credit
Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby. 
 (b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

 5. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New
York. 
 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose. 
 7. Counterparts. This Amendment may be executed by one
or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and
effect as manual signatures delivered in person. 
 [Signature Pages Follow] 

  
 2 








  
 IN WITNESS WHEREOF,
this Amendment has been duly executed as of the day and year first above written. 
  

			
	ENDO PHARMACEUTICALS HOLDINGS INC., as the Borrower
		
	By	 	 /s/    Alan G. Levin

		 	Name: Alan G. Levin
		 	Title: Chief Financial Officer



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent
		
	 By
	 	 /s/    Deborah R. Winkler

		 	Name: Deborah R. Winkler
		 	Title: Vice President



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	 BARCLAYS BANK PLC

		
	 By
	 	 /s/    David Barton

		 	Name: David Barton
		 	Title: Director



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	 MORGAN STANLEY BANK, N.A.

		
	 By
	 	 /s/    Scott Taylor

		 	Name: Scott Taylor
		 	Title: Authorized Signatory



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	 ROYAL BANK OF CANADA

		
	 By
	 	 /s/    Mustafa S. Topiwalla

		 	Name: Mustafa S. Topiwalla
		 	Title: Authorized Signatory



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	 BANK OF AMERICA, N.A.

		
	 By
	 	 /s/    Jill J. Hogan

		 	Name: Jill J. Hogan
		 	Title: Vice President



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By	 	/s/    Carin Keegan
	 Name: Carin Keegan

Title: Director

		
	By	 	/s/    Erin Morrissey
	 Name: Erin Morrissey

Title: Vice President




  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	CITIBANK N.A.
		
	By	 	/s/    Munira Musadek
	 Name: Munira Musadek

Title: Vice President




  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	UBS LOAN FINANCE LLC
		
	By	 	/s/    Mary E. Evans
	 Name: Mary E. Evans

Title: Associate Director

		
	By	 	/s/    Irja R. Otsa
	 Name: Irja R. Otsa

Title: Associate Director




  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch)
		
	By	 	/s/    Ari Bruger
	 Name: Ari Bruger

Title: Vice President

		
	By	 	/s/    Kevin Buddhdew
	 Name: Kevin Buddhdew

Title: Associate




  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
		
	By	 	/s/    Padraig Rushe
	 Name: Padraig Rushe

Title: Director

		
	By	 	/s/    Philip Greene
	 Name: Philip Greene

Title: Deputy Manager




  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By	 	 /s/    Meredith Jermann

	Name: Meredith Jermann
	Title: Vice President



  
 Signature
Page to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009 








  
 CONSENT AND
REAFFIRMATION 
 The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Credit
Agreement dated as of October 16, 2009 (the “Credit Agreement”) by and among Endo Pharmaceuticals Holdings Inc. (the “Borrower”), the financial institutions listed on the signature pages thereto and JPMorgan
Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), which Amendment No. 2 is dated as of October 25, 2010 (the “Amendment”). Capitalized terms used in
this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to
the Amendment and reaffirms the terms and conditions of the Credit Agreement (including, but not limited to, the Subsidiary Guaranty) and any other Loan Document executed by it and acknowledges and agrees that such agreements and each and every such
Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents
shall be a reference to the Credit Agreement as so modified by the Amendment. 
 Dated: October 25, 2010 

[Signature Page Follows] 







  
 
			
	ENDO PHARMACEUTICALS INC.
		
	By	 	 /s/    Alan G. Levin

		 	Name: Alan G. Levin
		 	Title: EVP & CFO
	
	ENDO PHARMACEUTICALS SOLUTIONS INC.
		
	By	 	 /s/    Alan G. Levin

		 	Name: Alan G. Levin
		 	Title: EVP & CFO
	
	ENDO PHARMACEUTICALS VALERA INC.
		
	By	 	 /s/    Alan G. Levin

		 	Name: Alan G. Levin
		 	Title: EVP & CFO
	
	HEALTHTRONICS, INC.
		
	By	 	 /s/    Richard Rusk

		 	Name: Richard Rusk
		 	Title: CFO



  
 Signature
Page to Consent and Reaffirmation to Amendment No. 2 
 Endo Pharmaceuticals Holdings Inc. 

Credit Agreement dated as of October 16, 2009