AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Exhibit 10.3
EXECUTION VERSION
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of August 12,
2011 (this “Amendment No. 1”), by and among VALEANT PHARMACEUTICALS INTERNATIONAL, a Delaware
corporation (“Borrower”), Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent
(“Administrative Agent”), Swing Line Lender and Collateral Agent under the Credit Agreement (as
defined below), and the Requisite Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, Valeant Pharmaceuticals International, Inc., 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 an Amended and Restated Credit and Guaranty Agreement, dated as of
August 10, 2011 (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 deleting the last paragraph of Section 6.4 and
replacing it in the entirety with the following:
“Notwithstanding anything else in this Agreement to the contrary, Parent and Borrower shall not be
permitted to make any Restricted Junior Payment pursuant to Section 6.4(g) or (h) at any time Term
Loan Commitments or Term Loans are outstanding under this Agreement, other than Restricted Junior
Payments in an aggregate amount not exceeding $150,000,000 (it being understood that for purposes
of this Section 6.4, any Restricted Junior Payment in the form of the repurchase of shares shall be
deemed made on the trade date for such repurchase of shares (and not, for the avoidance of doubt,
on the settlement date)).”
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.
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.
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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 |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | SVP, Group Financial Controller | |||
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| XXXXXXX SACHS LENDING PARTNERS LLC, individually as Administrative Agent, Collateral Agent and Swing Line Lender |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
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| XXXXXXX XXXXX BANK USA, as a Lender. |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Xxxxxx Xxxxxx | ||||
| Authorized Signatory | ||||
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