Cephalon Inc Watch

from 8-K 7 pages Eighth Amendment Dated as of May 20, 2011 (This “Amendment”), to the Credit Agreement Dated as of August 15, 2008, as Heretofore Amended (As So Amended, the “Credit Agreement”), Among Cephalon, Inc., a Delaware Corporation, the Lenders Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent. Whereas, the Lenders Have Agreed to Extend Credit to the Borrower Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Borrower Has Requested That the Lenders Amend Certain Provisions of the Credit Agreement, and the Lenders Whose Signatures Appear Below, Constituting at Least the Required Lenders, Are Willing to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Recitals Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendments to the Credit Agreement. (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Inserting in the Appropriate Alphabetical Place the Following New Defined Term: “Cg” Means Chemgenex Pharmaceuticals Limited, an Australian Company. “Cg Equity Interests” Means the Common Stock of Cg and the Australian Stock Exchange-Listed Cg Options That Are the Subject of the Takeover Bid of Cg Mergerco Announced on March 29, 2011. “Cg Mergerco” Means Cephalon Cxs Holdings Pty Ltd, an Australian Company Which Is a Special Purpose Wholly Owned Subsidiary That Will Purchase Cg Equity Interests Pursuant to the Cg Transactions

from 8-K 9 pages Seventh Amendment Dated as of January 14, 2011 (This “Amendment”), to the Credit Agreement Dated as of August 15, 2008, as Heretofore Amended (As So Amended, the “Credit Agreement”), Among Cephalon, Inc., a Delaware Corporation, the Lenders Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent. Whereas, the Lenders Have Agreed to Extend Credit to the Borrower Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Borrower Has Requested That the Lenders Amend Certain Provisions of the Credit Agreement, and the Lenders Whose Signatures Appear Below, Constituting at Least the Required Lenders, Are Willing to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Recitals Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment to the Credit Agreement. Section 6.04 of the Credit Agreement Is Hereby Amended by (A) Deleting the “And” at the End of Clause (Aa), (B) Replacing the Period at the End of Clause (Bb) With “; And” and (C) Adding the Following New Clause

from 8-K 9 pages Sixth Amendment Dated as of December 7, 2010 (This “Amendment”), to the Credit Agreement Dated as of August 15, 2008, as Heretofore Amended (As So Amended, the “Credit Agreement”), Among Cephalon, Inc., a Delaware Corporation, the Lenders Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent. Whereas, the Lenders Have Agreed to Extend Credit to the Borrower Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Borrower Has Requested That the Lenders Amend Certain Provisions of the Credit Agreement, and the Lenders Whose Signatures Appear Below, Constituting at Least the Required Lenders, Are Willing to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Recitals Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendments to the Credit Agreement. (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Inserting in the Appropriate Alphabetical Place the Following New Defined Term

from 8-K 10 pages “European Restructuring Contribution” Means the Contribution by the Loan Parties to the Capital of Lux Scs of (A) All the Issued and Outstanding Equity Interests in Cephalon Lux, (B) All the Issued and Outstanding Equity Interests in Anesta AG and (C) All the Issued and Outstanding Equity Interests in Cephalon Holdings Ltd

from 8-K 12 pages (I) Clause (C) of the Definition of “Investment” Is Hereby Amended and Restated in Its Entirety to Read as Follows: “(C) Any Investment in the Form of a Capital Contribution Shall Be Fair Market Value (As Determined Reasonably and in Good Faith by the Chief Financial Officer of the Borrower, Giving Effect to Gaap) of the Cash, Equity Interests or Other Property Subject Thereto, Determined as of the Time of Such Contribution, Without Any Adjustment for Increases or Decreases in Value Of, or Write-Ups, Write-Downs or Write Offs With Respect To, Such Investment,”. (II) Clause (A) of the Definition of “Permitted Foreign Loan” Is Hereby Amended by Replacing the Phrase “Under Clause (M) or (N) of Section 6.04” Thereof With “Under Clause (M), (N), (R), (U) or (V) of Section 6.04”

from 8-K 11 pages Whereas, the Lenders Have Agreed to Extend Credit to the Borrower Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Borrower Has Requested That the Lenders Amend Certain Provisions of the Credit Agreement, and the Lenders Whose Signatures Appear Below, Constituting at Least the Required Lenders, Are Willing to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Recitals Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendments to the Credit Agreement. (A) Section 1.01 of the Credit Agreement Is Hereby Amended as Follows: (I) the Definition of “Hedging Agreement” Is Hereby Amended and Restated in Its Entirety as Follows

from 10-Q 8 pages “Permitted Arana Acquisition” Means the Purchase or Other Acquisition by the Borrower or Any Subsidiary Loan Party of Equity Interests in Arana If, at the Time of and Immediately After Giving Effect to Any Such Purchase or Other Acquisition, (A) No Default Shall Have Occurred and Be Continuing and (B) the Borrower Shall Be in Compliance With the Covenants Set Forth in Sections 6.12, 6.13 and 6.14, in Each Case Determined on a Pro Forma Basis in a Manner Consistent With Section 1.04(b) Solely to Give Effect to the Incurrence of Indebtedness, if Any, by the Borrower or Any Subsidiary in Connection With Such Purchase or Other Acquisition

from 10-K 11 pages Whereas, the Lenders Have Agreed to Extend Credit to the Borrower Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Borrower Has Requested That the Lenders Amend Certain Provisions of the Credit Agreement, and the Lenders Whose Signatures Appear Below, Constituting at Least the Required Lenders, Are Willing to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preamble Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendments to the Credit Agreement. (A)section 1.01 of the Credit Agreement Is Hereby Amended as Follows: (I) the Definition of the Term “Alternate Base Rate” in Section 1.01 of the Credit Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following

from 8-K 109 pages Credit Agreement Dated as of August 15, 2008, Among Cephalon, Inc., as Borrower, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent Deutsche Bank Securities Inc. and Bank of America N.A. Co-Syndication Agents Wachovia Bank, N.A. and Barclays Bank PLC Co-Documentation Agents J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Banc of America Securities LLC, Joint Bookrunners and Joint Lead Arrangers

from 10-K 2 pages Credit Suisse International (Formerly Known as Credit Suisse First Boston International) One Cabot Square London E14 4qj England Cephalon, Inc. 41 Moores Road P.O. Box 4011 Frazer, Pennsylvania 19355 Ladies and Gentlemen,

from 10-K 2 pages Credit Suisse International (Formerly Known as Credit Suisse First Boston International) One Cabot Square London E14 4qj England Cephalon, Inc. 41 Moores Road P.O. Box 4011 Frazer, Pennsylvania 19355 Ladies and Gentlemen,

from 10-Q 2 pages Credit Suisse First Boston International One Cabot Square London E 14 4oj Termination Agreement

from 10-Q ~20 pages Credit Support Annex to the Schedule to the 1992 Isda Master Agreement Dated as of January 22, 2003 Between Credit Suisse First Boston International and Cephalon, Inc