AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 6, 2012 (this "Amendment No. 1"), by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the federal laws of Canada ("Borrower"), Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent ("Administrative Agent") and Collateral Agent under the Credit Agreement (as defined below), and the Requisite Lenders.

WITNESSETH:

WHEREAS, the Borrower, the Administrative Agent, the Guarantors party thereto from time to time and each lender from time to time party thereto (the "Lenders") have entered into a Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012 (the "Credit Agreement") (capitalized terms not otherwise defined in this Amendment No. 1 have the same meanings as specified in the Credit Agreement);

WHEREAS, on the date hereof, the Borrower, the Administrative Agent and the Requisite Lenders (as defined in the Credit Agreement) desire to amend the Credit Agreement as described in this Amendment No. 1;

WHEREAS, pursuant to Section 10.5 of the Credit Agreement, the consent of the Requisite Lenders (as defined in the Credit Agreement) is required for the effectiveness of this Amendment No. 1; and

WHEREAS, the Administrative Agent, the Collateral Agent, the Borrower and the other Lenders signatory hereto are willing to so agree, subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Amendment.

The Credit Agreement is hereby amended by:

(a) deleting the language of Section 5.1(a) and replacing it in the entirety with the following:

"Within 45 days after the end of each Fiscal Quarter of each Fiscal Year (other than the fourth Fiscal Quarter of any such Fiscal Year), commencing with the Fiscal Quarter ending September 30, 2011, the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal

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Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, commencing with the first Fiscal Quarter for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;"; and

(b) deleting from Schedule 5.15 Canadian Post-Closing Matters to the Credit Agreement the requirement that the Borrower deliver Share Certificates and associated transfer powers representing all of the outstanding shares of fX Life Sciences GmbH.

SECTION 2. Effectiveness. This Amendment No. 1 shall become effective on and as of the date (such date the "Effective Date") on which this Amendment No. 1 shall have been executed and delivered by (A) the Borrower, (B) Lenders constituting the Requisite Lenders under Section 10.5 of the Credit Agreement, and (C) the Administrative Agent.

SECTION 3. Amendment, Modification and Waiver.

This Amendment No. 1 may not be amended, modified or waived except in accordance with Section 10.5 of the Credit Agreement.

SECTION 4. Reference to and Effect on the Credit Agreement and the Credit Documents.

On and after the Effective Date, each reference in the Credit Agreement or any other Credit Document to "this Agreement," "hereunder," "hereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 1.

SECTION 5. Entire Agreement.

This Amendment No. 1, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment No. 1 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Credit Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby and that this Amendment No. 1 is a Credit Document.

SECTION 6. Governing Law.

THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 10.15 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT NO. 1 AND SHALL APPLY HERETO.

SECTION 7. Severability.

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In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 8. Counterparts.

This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Amendment No. 1 by facsimile transmission or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment No. 1.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment No. 1 as of the date first written above.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

By:        /s/ Xxxxx Xx Xxxxx         Name: Xxxxx Xx Xxxxx     Title: President & Chief Operating Officer

XXXXXXX XXXXX LENDING PARTNERS LLC, individually as Administrative Agent and Collateral Agent

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Authorized Signatory

XXXXXXX SACHS LENDING PARTNERS LLC, as a Lender

By:        /s/ Xxxxxxxx Xxxxxxx         Name: Xxxxxxxx Xxxxxxx     Title: Authorized Signatory

JPMorgan Chase Bank, N A Toronto branch, as a Lender

By:        /s/ Xxxxxxx Xxxxx         Name: Xxxxxxx Xxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

BANK OF AMERICA, N.A., as a Lender

By:        /s/ Xxxxxx XxXxxxx         Name: Xxxxxx XxXxxxx     Title: Vice President

Royal Bank of Canada,
as a Lender

By:        /s/ Xxxx Sas         Name: Xxxx Sas     Title: Authorized Signatory

Export Development Canada, as a Lender

By:        /s/ Xxxxxx Xxxxxxxx         Name: Xxxxxx Xxxxxxxx     Title: Asset Mana

By:        /s/ Xxxxx Xxxxxx         Name: Xxxxx Xxxxxx     Title: Asset Manager

DNB Bank ASA, as a Lender

By:        /s/ Xxxxxx Xxxxxx         Name: Xxxxxx Xxxxxx     Title: Senior Vice President

By:        /s/ Pal Xxxxx         Name: Pal Xxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Xxxxxx Xxxxxxx Bank, N.A.,
as a Lender

By:        /s/ Xxxxx Xxx         Name: Xxxxx Xxx     Title: Authorized Signatory

SUNTRUST BANK,
as a Lender

By:        /s/ Xxxx Xxxxxxxx         Name: Xxxx Xxxxxxxx     Title: Director

BARCLAYS BANK PLC, as a Lender

By:        /s/ Xxxx Xxxxxx         Name: Xxxx Xxxxxx     Title: Assistant Vice President

The Toronto Dominion Bank,
as a Lender

By:        /s/ Xxxxx Xxxxxxxx         Name: Xxxxx Xxxxxxxx     Title: Senior Manager, TD Commercial Bank

By:        /s/ Xxxxxx Xxxxxxx         Name: Xxxxxx Xxxxxxx     Title: Credit Manager, TD Commercial Bank

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Canadian Imperial Bank of Commerce, as a Lender

By:        /s/ Xxxxxx Xxxxxxxx         Name: Xxxxxx Xxxxxxxx     Title: Director

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Executive Director

HSBC Bank Canada,
as a Lender

By:        /s/ Xxxxxx Xxxxxxx         Name: Xxxxxx Xxxxxxx     Title: Global Relationship Manager

By:        /s/ Xxxxx Xxxxxx         Name: Xxxxx Xxxxxx     Title: Vice President

Mizuho Corporate Bank, Ltd., as a Lender

By:        /s/ Xxxxxxx X. Xxxx         Name: Xxxxxxx X. Xxxx     Title: Authorized Signatory

HSBC Bank USA, N.A.,
as a Lender

By:        /s/ Xxxxx Xxxxxxx         Name: Xxxxx Xxxxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

ICICI Bank Canada, as a Lender.

By:        /s/ Xxxx Xxxxxxx         Name: Arupp Ganguly     Title: VP, Corporate Banking

By:        /s/ Xxxx Xxxxxxx         Name: Xxxxxxx Xxxx     Title: VP & Chief Risk Officer

APIDOS CDO V, as a Lender

By:    Its Investment Advisor Apidos Capital     Management, LLC

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Portfolio Manager

APIDOS CINCO CDO, as a Lender

By:    Its Investment Advisor Apidos Capital     Management, LLC

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Portfolio Manager

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

APIDOS CLO VIII, as a Lender

By:    Its Collateral Manager Apidos Capital     Management, LLC

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Portfolio Manager

SAN XXXXXXX CLO I LTD, as a Lender

By:    Apidos Capital Management LLC     On behalf of Resource Capital Asset Management     (RCAM)

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Portfolio Manager

SIERRA CLO II LTD, as a Lender

By:    Apidos Capital Management LLC     On behalf of Resource Capital Asset Management     (RCAM)

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Portfolio Manager

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

SHASTA CLO I LTD,
as a Lender

By:    Apidos Capital Management LLC     On behalf of Resource Capital Asset Management     (RCAM)

By:        /s/ Xxxxxxx Xxxxxx         Name: Xxxxxxx Xxxxxx     Title: Portfolio Manager

Apollo Credit Senior Loan Fund, LP, as a Lender

By: Apollo Credit Advisors II, LLC, its general     partner

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

Apollo / JH Loan Portfolio, L.P., as a Lender

By: Apollo Credit Management II, L.P., its investment partner
By: Apollo Credit Management II, LLC., its general partner

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Neptune Finance CCS, Ltd., as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

Gulf Stream - Sextant CLO 2007-1,Ltd., as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

Gulf Stream - Sextant CLO 2006-1,Ltd.,
as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Gulf Stream – Rashinban CLO 2006-I, Ltd.    , as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

Gulf Stream - Compass CLO 2007, Ltd., as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

Gulf Stream - Compass CLO 2005-II, Ltd.,
as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Gulf Stream - Compass CLO 2005-I, Ltd.,
as a Lender

By: Gulf Stream Asset Management LLC As Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

ALM VI, Ltd.,
By: Apollo Credit Management (CLO), LLC, as Collateral Manager

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

Apollo Senior Floating Rate Fund Inc., as a Lender

By: Account 631203

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.

By: BLUEMOUNTAIN CAPITAL MANAGEMENT LLC,

Its Investment Advisor, as a Lender

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

By:        /s/ Xxxxxxx Xxxxxxxxxx         Name: Xxxxxxx Xxxxxxxxxx     Title: Associate

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Cathay Bank, as a Lender.

By:        /s/ Xxxxx X. Xxxxx         Name: Xxxxx X. Xxxxx     Title: Senior Vice President

COA Caerus CLO Ltd., as Lender

By: FS COA Management LLC, as Portfolio Manager

By:        /s/ Xxxxx Xxxxxx         Name: Xxxxx Xxxxxx     Title: Partner

Credit Opportunity Associates II, L.P., as Lender

By: FSW Partners, LLC as Investment Manager

By:        /s/ Xxxxx Xxxxxx         Name: Xxxxx Xxxxxx     Title: Partner

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Deutsche Bank AG New York Branch

By: DB Services New Jersey, Inc., as a Lender

By:        /s/ Xxxxxxxxx XxXxxxxx         Name: Xxxxxxxxx XxXxxxxx     Title: Assistant Vice President

By:        /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Assistant Vice President

Fraser Xxxxxxxx CLO VI Ltd.

By: FS COA Management, LLC, as Portfolio Manager

By:        /s/ Xxxxx Xxxxxx         Name: Xxxxxxxxx XxXxxxxx     Title: Partner

Greywolf CLO I, Ltd

By: Greywolf Capital Management LP, its Investment Manager

By:        /s/ Xxxxxx Xxxxxx         Name: Xxxxxx Xxxxxx     Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

LeverageSource V S.A.R.L., as Lender

By:        /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Class A Manager

By:        /s/ Xxxxxxx Xxxxx         Name: Xxxxxxx Xxxxx     Title: Class B Manager

ACE Tempest Reinsurance Ltd., as Lender

By: Oaktree Capital Management, L.P. Its: Investment Manager

By:        /s/ Xxxxxxx Xxxxxxxxx         Name: Xxxxxxx Xxxxxxxxx     Title: Managing Director

By:        /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Managing Director

Arch Investment Holdings IV Ltd., as Lender

By: Oaktree Capital Management, L.P. Its: Investment Manager

By:        /s/ Xxxxxxxxx Xxxxxxxxx         Name: Xxxxxxxxx Xxxxxxxxx     Title: Managing Director

By:        /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Managing Director

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

The Public School Retirement System of Missouri, as Lender

By: Oaktree Capital Management, L.P. Its: Investment Manager

By:        /s/ Xxxxxxxxx Xxxxxxxxx         Name: Xxxxxxxxx Xxxxxxxxx     Title: Managing Director

By:        /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Managing Director

The Public Education Employee Retirement System of Missouri, as Lender

By: Oaktree Capital Management, L.P. Its: Investment Manager

By:        /s/ Xxxxxxxxx Xxxxxxxxx         Name: Xxxxxxxxx Xxxxxxxxx     Title: Managing Director

By:        /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Managing Director

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Oaktree Senior Loan Fund, L.P., as Lender

By: Oaktree Senior Loan Fund GP, L.P. Its: General Partner

By: Oaktree Fund GP IIA, LLC Its: General Partner,

By: Oaktree Fund XX XX, L.P. Its: Managing Director

By:        /s/ Xxxxxxxxx Xxxxxxxxx         Name: Xxxxxxxxx Xxxxxxxxx     Title: Authorized Signatory

By:        /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Authorized Signatory

XXXXXX FLOATING RATE INCOME FUND

By:        /s/ Xxxx Xxxxx         Name: Xxxx Xxxxx     Title: V.P.

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

XXXXXXX XXXXX BANK, N.A., as Lender

By:        /s/ Xxxxx Xxxxxxx         Name: Xxxxx Xxxxxxx     Title: VP

Sumitomo Mitsui Banking Corporation, as a Lender

By:        /s/ Xxxxx X. Xxx         Name: Xxxxx X. Xxx     Title: Managing Director

Evergreen CBNA Loan Funding LLC, as a Lender

By:        /s/ Xxxxx Xxxxxx         Name: Xxxxx Xxxxxx     Title: Attorney-In-Fact

DOUBLE HAUL TRADING, LLC, as a Lender

By: Sun Trust Bank, its Manager

By:        /s/ Xxxxxxx Xxxxx         Name: Xxxxxxx Xxxxx     Title: Vice President

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

Xxxx Point CLO

By: Sankaty Advisors LLC, as Collateral Manager

By:        /s/ Xxxxxx X. Xxxxx         Name: Xxxxxx X. Xxxxx     Title: Sr. Vice President of Operations

Qantas Superannuation Plan

By: Sankaty Advisors, LLC as Investment Manager

By:        /s/ Xxxxxx X. Xxxxx         Name: Xxxxxx X. Xxxxx     Title: Sr. Vice President of Operations

Race Point IV CLO, Ltd.

By: Sankaty Advisors, LLC as Collateral Manager

By:        /s/ Xxxxxx X. Xxxxx         Name: Xxxxxx X. Xxxxx     Title: Sr. Vice President of Operations

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]

WellPoint, Inc.

By:        /s/ Xxxxxx X. Xxxxx         Name: Xxxxxx X. Xxxxx     Title: Sr. Vice President of Operations

TETON FUNDING, LLC, as Lender

By: SunTrust Bank, its Manager

By:        /s/ Xxxxxxx Xxxxx         Name: Xxxxxxx Xxxxx     Title: Vice President

X.X Xxxxxx Whitefriars Inc., as Lender

By:        Xxxxxxxx X. Xxxxxx         Name: Xxxxxxxx X. Xxxxxx     Title: Attorney-In-Fact

FSC VII Loan Funding (CBNA) LLC, as a Lender

By: Citibank, N.A.

By:        Xxxx Xxxxx         Name: Xxxx Xxxxx     Title: Director

[Signature Page to Amendment No. 1 to Third Amended and Restated Credit and Guaranty Agreement]