8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 26, 2010

(Date of report)

CARACO PHARMACEUTICAL LABORATORIES, LTD.

(Exact name of registrant as specified in its charter)

Michigan	1-31773	38-2505723
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

1150 Elijah McCoy Drive, Detroit, Michigan 48202

(Address of principal executive offices)

(313) 871-8400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

On February 26, 2010, Caraco Pharmaceutical Laboratories, Ltd. (“Caraco”) and RBS Citizens, N.A. (d/b/a Charter One) (“RBS”) agreed to extend to October 9, 2010, the temporary suspension of Caraco’s required compliance with (i) the covenants in the RBS loan agreements relating to the previously disclosed FDA actions against Caraco, and (ii) certain financial covenants.  On or before October 9, 2010, Caraco anticipates entering into revised loan agreements, repaying the loan in full or extending the temporary suspension to a later date.

Item 9.01.  Financial Statements and Exhibits

d. Exhibits.

Exhibit No. Description

10.34 Certificate of Suspension of Loan Covenants between Caraco Pharmaceutical Laboratories, Ltd. and RBS Citizens, N.A. (d/b/a Charter One) dated February 26, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARACO PHARMACEUTICAL LABORATORIES, LTD. (Registrant)
Date:   March 3, 2010	By:	/s/ Jitendra N. Doshi
		Jitendra N. Doshi
		Chief Executive Officer

Exhibit Index

10.34 Certificate of Suspension of Loan Covenants between Caraco Pharmaceutical Laboratories, Ltd. and RBS Citizens, N.A. (d/b/a Charter One) dated February 26, 2010.

2

EX-10.34

Exhibit 10.34

CERTIFICATE OF SUSPENSION OF LOAN COVENANTS

THIS CERTIFICATE OF SUSPENSION OF LOAN COVENANTS is given by RBS CITIZENS, N.A. (d/b/a CHARTER ONE), a national association (“Bank”) to CARACO PHARMACEUTICAL LABORATORIES, LTD., a Michigan corporation (“Borrower”), concerning the enforcement efforts by the Food and Drug Administration, and the voluntary cessation of all manufacturing operations by Borrower.   Bank has issued a notice of the foregoing violations by letter dated July 7, 2009 (the “Notice Letter”).  Borrower acknowledges the receipt of the Notice Letter on July 13, 2009, and acknowledges that the conditions concerning the enforcement efforts by the Food and Drug Administration stated therein are viola tions of the Loan Agreement between Borrower and Bank dated February 27, 2009, as amended by First Amendment to Loan Agreement dated August 11, 2009, and Second Amendment to Loan Agreement dated October 9, 2009 (collectively, the “Loan Agreement”).

Notwithstanding the foregoing, Bank hereby certifies to Borrower that Bank hereby agrees to suspend the required compliance with the covenants in the Loan Agreement pertaining to the violations noted in the Notice Letter until October 9, 2010 and the financial covenants described in Sections 6.7, 6.8 and 6.9 of the Loan Agreement, and forbears from pursuing any and all rights and remedies provided under the terms of the Loan Agreement until such date for those specific violations, at which time Bank reserves the right to review Borrower’s compliance with the covenants of the Loan Agreement hereby suspended, and upon such date all suspension and forbearance of rights and remedies of Bank shall be rescinded and all rights and remedies under the Loan Agreement shall be resumed and enforceable as if this Certificate was never issued .  Nothing herein shall be deemed a waiver of any present conditions that may continue to persist on or after October 9, 2010, nor be deemed to a waiver or suspension of Bank’s rights and remedies with respect to any other current or future violations by Borrower of all covenants in the Loan Agreement.

The effectiveness of this Certificate is contingent on Borrower having executed and delivered to Bank such other documents as deemed necessary by Bank and its counsel to secure Borrower’s Indebtedness (as defined in the Loan Agreement) to Bank with cash collateral, and such cash being deposited with and remaining in possession of Bank while such Indebtedness remains outstanding.

NOW WHEREFORE, the undersigned have executed this Certificate as of February 26, 2010.

BANK:
RBS CITIZENS, N.A.
(d/b/a CHARTER ONE)
By:	/s/ John Sherman
Name:	John Sherman
Its:	Senior Vice President

BORROWER:
CARACO PHARMACEUTICAL
LABORATORIES, LTD.
By:	/s/ Jitendra Doshi
Name:	Jitendra Doshi
Its:	Chief Executive Officer
By:	/s/ Mukul Rathi
Name:	Mukul Rathi
Its:	Interim Chief Financial Officer