AMENDED AND RESTATED CREDIT AGREEMENT



 



















	 	 	 
	 

	 	EXHIBIT 10.8



EXECUTION COPY








                         AMENDMENT No. 1 dated as of April 30, 2004 (this
“Amendment”), to the Amended and Restated Credit Agreement
dated as of December 21, 2001 (as amended, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), among ENDO PHARMACEUTICALS HOLDINGS INC., a
Delaware corporation (“Holdings”), ENDO PHARMACEUTICALS INC.,
a Delaware corporation (the “Borrower”), the Lenders party
thereto and JPMORGAN CHASE BANK, as Administrative Agent.



               A. The Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement
as set forth herein.



               B. The undersigned Lenders are willing so to amend the Credit Agreement pursuant to the terms and
subject to the conditions set forth herein.



               C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in
the Credit Agreement.



               SECTION 1. Amendment to Schedule 6.09. Schedule 6.09 of the Credit Agreement is hereby amended by
deleting such schedule in its entirety and substituting the Schedule 6.09 attached as Exhibit 1 to this
Amendment therefor.



               SECTION 2. Representations and Warranties. Each of Holdings and the Borrower represents and warrants to
the Administrative Agent and to each of the Lenders that:



               (a) This Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid
and binding obligation of such party hereto, enforceable against it in accordance with its terms.



               (b) After giving effect to this Amendment, the representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same
effect as if made on and as of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and warranties were true and correct as
of such earlier date).



               (c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing.



               SECTION 3. Conditions to Effectiveness.  This Amendment shall become effective as of April 30, 2004,
when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together,
bear the signatures of Holdings, the Borrower and the Required Lenders, (b) the representations and warranties
set forth in Section 2 hereof are true and correct and (c) all fees and expenses required to be paid or
reimbursed by the Borrower pursuant hereto, the Credit Agreement or otherwise, including all reasonable
invoiced fees and expenses of counsel to the Administrative Agent, shall have been paid or reimbursed, as
applicable.



 









 




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               SECTION 4. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue
in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After
the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby. This
Amendment shall be a Loan Document for all purposes.



               SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



               SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall constitute an original but all of which, when taken together, shall constitute one agreement. Delivery
of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a
manually signed counterpart of this Amendment.



               SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket
expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.



               SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.













 




3

     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 written above.



	 	 	 	 	 	 	 
	 	 	ENDO PHARMACEUTICALS HOLDINGS INC.,
	 
	 	 	 	 	 	 
	

	 	 	by	   /s/  Jeffrey R. Black	 
	

	 	 	 	
	 	 
	

	 	 	 	Name:  Jeffrey R. Black	 	 
	

	 	 	 	Title:    EVP/CFO/Treasurer	 	 
	 
	 	 	ENDO PHARMACEUTICALS INC.,
	 
	 	 	 	 	 	 
	

	 	 	by	   /s/  Jeffrey R. Black	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Name:   Jeffrey R.
Black	 	 
	

	 	 	 	Title:     EVP/CFO/Treasurer	 	 
	 
	 	 	JPMORGAN CHASE BANK,

 individually and as Administrative Agent,
	 
	 	 	 	 	 	 
	

	 	 	by	   /s/  Laura
J. Cumming	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Name:   Laura J.
Cumming	 	 
	

	 	 	 	Title:     Vice
President	 	 







 









 






	 	 	 
	 

	 	SIGNATURE PAGE TO

THE ENDO PHARMACEUTICALS

CREDIT AGREEMENT AMENDMENT







	 	 	 
	To Approve the Amendment:

	 
	 	 
	Name of Institution
	 	Citicorp North America, Inc.
	

	 	
 
	

	by  	/s/ ALLEN FISHER
	

	 	
 
	

	 	Name:  Allen Fisher
	

	 	Title:  Vice President







 









 






	 	 	 
	 

	 	SIGNATURE PAGE TO

THE ENDO PHARMACEUTICALS

CREDIT AGREEMENT AMENDMENT







	 	 	 
	To Approve the Amendment:

	 
	 	 
	Name of Institution
	 	PNC Bank, N.A.
	

	 	
 
	

	by  	/s/ FORREST B. PATTERSON, JR.
	

	 	
 
	

	 	Name:  Forrest B.
Patterson, Jr.
	

	 	Title:  Senior Vice
President







 









 






	 	 	 
	 

	 	SIGNATURE PAGE TO

THE ENDO PHARMACEUTICALS

CREDIT AGREEMENT AMENDMENT







	 	 	 
	To Approve the Amendment:

	 
	 	 
	Name of Institution
	 	Wachovia Bank, National Association
	

	 	
 
	

	by  	/s/ JAMES TRAVAGLINE
	

	 	
 
	

	 	Name:  James Travagline
	

	 	Title:  Vice President







 









 






	 	 	 
	

	 	EXHIBIT 1
	 
	 	 
	

	 	Schedule 6.09







Affiliate Transactions





	1.	 	Amended and Restated Executive Stockholders Agreement, dated as of July
7, 2003, by and among Endo Pharma LLC and Endo Pharmaceuticals Holdings
Inc., Kelso Investment Associates V, L.P., Kelso Equity Partners V, L.P.
and the Management Stockholders (as defined therein), as may be amended
from time to time.
	 
	2.	 	Amended and Restated Employee Stockholders Agreement, dated as of June 5,
2003, by and among Endo Pharmaceuticals Holdings Inc., Endo Pharma LLC,
Kelso Investment Associates V, L.P., Kelso Equity Partners V, L.P. and the
Employee Stockholders (as defined therein), as may be amended from time to
time.
	 
	3.	 	Endo Pharma LLC Amended and Restated 2000 Supplemental Employee Stock
Option Plan, as may be amended from time to time.
	 
	4.	 	Amended and Restated Tax Sharing Agreement, dated as of the effective
date of Amendment No. 1 to the Credit Agreement, dated as of December 21,
2001, by and among Endo Pharmaceuticals Holdings Inc., Endo
Pharmaceuticals Inc., the Lenders Party thereto and JPMorgan Chase Bank,
and effective as of July 17, 2000, by and among Endo Pharmaceuticals
Holdings Inc., Endo Inc. and Endo Pharma LLC, as may be amended from time
to time.
	 
	5.	 	Registration Rights Agreement, dated as of July 17, 2000, by and between
Endo Pharmaceuticals Holdings Inc. and Endo Pharma LLC, as may be amended
from time to time (see #6).
	 
	6.	 	Amendment to Registration Rights Agreement, dated as of June 30, 2003, by
and between Endo Pharmaceuticals Holdings Inc. and Endo Pharma LLC.
	 
	7.	 	Shelf Registration Agreement, dated as of the effective date of Amendment
No. 1 to the Credit Agreement, dated as of December 21, 2001, by and among
Endo Pharmaceuticals Holdings Inc., Endo Pharmaceuticals Inc., the Lenders
Party thereto and JPMorgan Chase Bank, by and between Endo Pharmaceuticals
Holdings Inc. and Endo Pharma LLC, as may be amended from time to time.
	 
	8.	 	Financial Advisory Services Agreement, dated August 22, 1997 and revised
July 17, 2000, as may be amended from time to time.





     Prior to the acquisition of Algos Pharmaceutical Corporation in July
2000, we had a pre-existing agreement with Kelso to:



 









 






	•	 	pay Kelso an annual fee of $347,000 for financial advisory services,
	 
	•	 	indemnify Kelso in providing its services, and
	 
	•	 	reimburse Kelso for out-of-pocket expenses incurred.





     In connection with the completion of the Algos acquisition, we
terminated this agreement to pay an annual fee to Kelso by making a one-time
payment to Kelso of $1.5 million in July 2000. However, the arrangements for indemnification and reimbursement of specific expenses survived the
termination of this annual fee arrangement. Mr. Goldberg and Mr.
Wahrhaftig, two of our directors, are Managing Directors of Kelso. Mr.
Loverrro, and another director of the Company, is a Vice President of Kelso.




	9.	 	Kelso Side Letter, dated November 26, 1999, as may be amended from time
to time.





     Kelso Investment Associates V, L.P. and Kelso Equity Partners, V, L.P.,
which were our majority stockholders prior to the merger with Algos, agreed
in a binding letter agreement with Algos and us, dated November 26, 1999,
that, until July 17, 2002, they will not, and will not permit any of their
affiliates to which they have transferred any of their shares of common
stock, including Endo Pharma LLC to, sell their shares except pursuant to:




	 	(a)	 	Rule 144 under the Securities Act,
	 
	 	(b)	 	an effective registration statement filed under the Securities Act,
	 
	 	(c)	 	privately negotiated sales to any person or group of affiliated persons
that do not aggregate more than 5.0% of the issued and outstanding common stock
at the time of the sale,
	 
	 	(d)	 	a transaction in which all of our stockholders are permitted to participate
on equal economic terms and on a pro rata basis in accordance with their
ownership, or
	 
	 	(e)	 	any transfer, sale or distribution to any affiliate of these Kelso
entities.





     In addition, these parties agreed that, until July 17, 2002, they would
not engage in any transaction that would be a “going private” transaction
within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as
amended, unless the holders of the majority of the then outstanding common
stock not affiliated with either of these Kelso entities have approved the
transaction by a vote or other action.