ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as...

ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as...

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Exhibit 10.3

EXECUTION COPY

ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT

dated as of

December 17, 2014,

among

ACTAVIS PLC,

as Ultimate Parent,

XXXXXX XXXXXXXX LIMITED,

as Intermediate Parent,

ACTAVIS CAPITAL S.À X.X.,

as Borrower,

ACTAVIS, INC. and

ACTAVIS FUNDING SCS,

as Subsidiary Guarantors,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, L/C Issuer and Swing Line Lender

and

X.X. XXXXXX EUROPE LIMITED,

as London Agent

MIZUHO BANK, LTD. and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

BARCLAYS BANK, PLC, BNP PARIBAS, HSBC BANK USA, N.A., SUMITOMO MITSUI

BANKING CORPORATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

THE ROYAL BANK OF SCOTLAND PLC and

TD BANK, N.A.,

as Co-Documentation Agents

and

X.X. XXXXXX SECURITIES LLC,

MIZUHO BANK, LTD. and

XXXXX FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

[CS&M Ref. No. 6702-156]

TABLE OF CONTENTS


		Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.	Defined Terms		1
SECTION 1.02.	Other Interpretive Provisions		33
SECTION 1.03.	Accounting Terms		34
SECTION 1.04.	Exchange Rates; US Dollar Equivalents		35
SECTION 1.05.	Additional Alternative Currencies		35
SECTION 1.06.	Change of Currency		36
SECTION 1.07.	Letter of Credit Amounts		36
SECTION 1.08.	Rounding		37

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

SECTION 2.01.	Committed Loans		37
SECTION 2.02.	Borrowings, Conversions and Continuations of Committed Loans		37
SECTION 2.03.	Bid Loans		40
SECTION 2.04.	Letters of Credit		42
SECTION 2.05.	Swing Line Loans		53
SECTION 2.06.	Prepayments		56
SECTION 2.07.	Termination or Reduction of Commitments		57
SECTION 2.08.	Repayment of Loans		58
SECTION 2.09.	Interest		58
SECTION 2.10.	Fees		59
SECTION 2.11.	Computation of Interest and Fees		59
SECTION 2.12.	Evidence of Debt		59
SECTION 2.13.	Payments Generally; Agents’ Clawback		60
SECTION 2.14.	Sharing of Payments by Lenders		62
SECTION 2.15.	Increase in Commitments		63
SECTION 2.16.	Cash Collateral		64
SECTION 2.17.	Defaulting Lenders		65

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01.	Taxes		67
SECTION 3.02.	Illegality		73
SECTION 3.03.	Inability to Determine Rates		73
SECTION 3.04.	Increased Costs; Additional Reserve Requirements		74
SECTION 3.05.	Compensation for Losses		76
SECTION 3.06.	Mitigation Obligations		76
SECTION 3.07.	Survival		77


ARTICLE IV
CONDITIONS PRECEDENT

SECTION 4.01.	Conditions to Effectiveness	77
SECTION 4.02.	Conditions to all Credit Extensions	78

ARTICLE V
REPRESENTATIONS AND WARRANTIES

SECTION 5.01.	Existence, Qualification and Power	79
SECTION 5.02.	Authorization; No Contravention	79
SECTION 5.03.	Material Governmental Authorization	80
SECTION 5.04.	Binding Effect	80
SECTION 5.05.	Financial Statements; No Material Adverse Effect	80
SECTION 5.06.	Litigation	80
SECTION 5.07.	No Default	81
SECTION 5.08.	Ownership of Property	81
SECTION 5.09.	Environmental Matters	81
SECTION 5.10.	Insurance	81
SECTION 5.11.	Taxes	81
SECTION 5.12.	ERISA	81
SECTION 5.13.	OFAC	82
SECTION 5.14.	Subsidiaries; Equity Interests	82
SECTION 5.15.	Margin Regulations; Investment Company Act	82
SECTION 5.16.	Disclosure	83
SECTION 5.17.	Compliance with Laws	83
SECTION 5.18.	Intellectual Property; Licenses, Etc	83
SECTION 5.19.	Existing Third Party Indebtedness	83
SECTION 5.20.	Choice of Law Provisions	84
SECTION 5.21.	No Immunity	84
SECTION 5.22.	Proper Form; No Recordation	85

ARTICLE VI
AFFIRMATIVE COVENANTS

SECTION 6.01.	Financial Statements	85
SECTION 6.02.	Certificates; Other Information	86
SECTION 6.03.	Notices	87
SECTION 6.04.	Payment of Taxes	87
SECTION 6.05.	Preservation of Existence, Etc	87
SECTION 6.06.	Maintenance of Properties	88
SECTION 6.07.	Maintenance of Insurance	88
SECTION 6.08.	Compliance with Laws	88
SECTION 6.09.	Books and Records	88
SECTION 6.10.	Inspection Rights	88
SECTION 6.11.	Use of Proceeds	89
SECTION 6.12.	Covenant to Guarantee Obligations	89


ARTICLE VII
NEGATIVE COVENANTS

SECTION 7.01.	Liens	89
SECTION 7.02.	Subsidiary Indebtedness	91
SECTION 7.03.	Fundamental Changes	93
SECTION 7.04.	Change in Nature of Business	93
SECTION 7.05.	Transactions with Affiliates	93
SECTION 7.06.	Investments	94
SECTION 7.07.	Restricted Payments	94
SECTION 7.08.	Consolidated Leverage Ratio	94
SECTION 7.09.	Passive Holding Companies; Activities of Actavis SCS	95

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01.	Events of Default	96
SECTION 8.02.	Remedies Upon Event of Default	98
SECTION 8.03.	Application of Funds	99
SECTION 8.04.	Cleanup Period	99

ARTICLE IX
GUARANTEE

SECTION 9.01.	Guarantee of Obligations	100
SECTION 9.02.	Limitation on Obligations Guaranteed	100
SECTION 9.03.	Nature of Guarantee; Continuing Guarantee; Waivers of Defenses	101
SECTION 9.04.	Rights of Reimbursement, Contribution and Subrogation	103
SECTION 9.05.	Payments	104
SECTION 9.06.	Subordination of Other Obligations	104
SECTION 9.07.	Financial Condition of Borrower and other Guarantors	104
SECTION 9.08.	Bankruptcy, Etc	105
SECTION 9.09.	Duration of Guarantee	105
SECTION 9.10.	Reinstatement	105

ARTICLE X
THE AGENTS

SECTION 10.01.	Appointment and Authority	105
SECTION 10.02.	Rights as a Lender or as an L/C Issuer	106
SECTION 10.03.	Exculpatory Provisions	106
SECTION 10.04.	Reliance by Agents	107
SECTION 10.05.	Delegation of Duties	107
SECTION 10.06.	Resignation of Agents	107
SECTION 10.07.	Non-Reliance on Agents, Arrangers and Other Lenders and L/C Issuers	108
SECTION 10.08.	No Other Duties, Etc	108
SECTION 10.09.	Administrative Agent May File Proofs of Claim	108
SECTION 10.10.	Guarantee Matters	109

iii


ARTICLE XI
MISCELLANEOUS

SECTION 11.01.	Amendments, Etc	110
SECTION 11.02.	Notices; Effectiveness; Electronic Communication	111
SECTION 11.03.	No Waiver; Cumulative Remedies; Enforcement	113
SECTION 11.04.	Expenses; Indemnity; Damage Waiver	113
SECTION 11.05.	Payments Set Aside	116
SECTION 11.06.	Successors and Assigns	116
SECTION 11.07.	Treatment of Certain Information; Confidentiality	121
SECTION 11.08.	Right of Setoff	122
SECTION 11.09.	Interest Rate Limitation	123
SECTION 11.10.	Counterparts; Integration; Effectiveness	123
SECTION 11.11.	Survival of Representations and Warranties	123
SECTION 11.12.	Severability	124
SECTION 11.13.	Replacement of Lenders	124
SECTION 11.14.	Governing Law; Jurisdiction; Etc	125
SECTION 11.15.	WAIVER OF JURY TRIAL	126
SECTION 11.16.	USA PATRIOT Act	126
SECTION 11.17.	Judgment Currency	126
SECTION 11.18.	No Advisory or Fiduciary Responsibility	127
SECTION 11.19.	Electronic Execution of Assignments	127
SECTION 11.20.	Appointment of Agent for Service of Process; Waiver of Immunity	127
SECTION 11.21.	Effect of this Agreement	128

SCHEDULES


2.01		Commitments
5.06		Litigation
5.14		Subsidiaries
5.19		Existing Third Party Indebtedness
7.01		Existing Liens
7.02		Existing Indebtedness
11.02		Certain Addresses for Notices

EXHIBITS

Form of


A		Assignment and Assumption
B-1		Bid Request
B-2		Competitive Bid
C		Committed Loan Notice
D		Compliance Certificate
E		Note
F		Prepayment Notice
G		Subsidiary Guarantor Counterpart Agreement
H		Swing Line Loan Notice
I-1		U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships)
I-2		U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships)
I-3		U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships)
I-4		U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships)

ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT

This ACTAVIS REVOLVING LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 17, 2014, among ACTAVIS PLC, a public limited company incorporated under the laws of Ireland, XXXXXX XXXXXXXX LIMITED, a Bermuda exempted company, ACTAVIS CAPITAL S.À X.X., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 0, xxx Xxxx Xxxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Register of Commerce and Companies under number B 178.410 with a share capital of $367,384, ACTAVIS, INC., a Nevada corporation, ACTAVIS FUNDING SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg having its registered office at 00X, xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Register of Commerce and Companies under number B 187.310 with a share capital of $20,000, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and X.X. XXXXXX EUROPE LIMITED, as London Agent.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms will have the meanings set forth below:

“Absolute Rate” means a fixed rate of interest expressed in multiples of 1/100th of one basis point.

“Absolute Rate Loan” means a Bid Loan that bears interest at a rate determined by reference to an Absolute Rate. Absolute Rate Loans may be denominated only in a Discretionary Alternative Currency.

“Actavis” means Actavis, Inc., a Nevada corporation, and its successors permitted hereunder; provided that any successor shall expressly assume all of its rights and obligations under this Agreement and the other Loan Documents in accordance with Section 7.03 and pursuant to documentation reasonably satisfactory to the Administrative Agent and Ultimate Parent.

“Actavis SCS” means Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg having its registered office at 00X, xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Register of Commerce and Companies under number B 187.310 with a share capital of $20,000, and its successors permitted hereunder; provided that any successor shall expressly assume all of its rights and obligations under this Agreement and the other Loan Documents in accordance with Section 7.03 and pursuant to documentation reasonably satisfactory to the Administrative Agent and Ultimate Parent.

“Actavis SEC Documents” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by Actavis or Ultimate Parent with the SEC or furnished by Actavis or Ultimate Parent to the SEC pursuant to the Securities Exchange Act.

“Adjusted Eurocurrency Rate” means, with respect to any Eurocurrency Rate Borrowing denominated in US Dollars for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the Eurocurrency Rate for US Dollars for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMCB, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a customary form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Fee Letter” means that certain revolving facility fee letter, dated December 16, 2014, among Ultimate Parent, the Borrower, JPMCB and X.X. Xxxxxx Securities LLC.

“Agents” means the Administrative Agent and the London Agent.

“Aggregate Commitments” means the sum of the aggregate amount of the Commitments of all the Lenders. As of the Effective Date, the Aggregate Commitments are $1,000,000,000.

“Agreement” has the meaning specified in the preamble hereto.

“Agreement Currency” has the meaning specified in Section 11.17.

“Allergan Acquired Business” means Allergan, Inc., a Delaware corporation.

“Allergan Acquisition” means the merger, under the terms of the Allergan Merger Agreement, of the Allergan Merger Sub with and into the Allergan Acquired Business, with the Allergan Acquired Business surviving such merger and immediately following such merger becoming an indirect Wholly Owned Subsidiary of Ultimate Parent.

“Allergan Acquisition Indebtedness” means any debt securities (including securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities, hybrid-equity securities or any equity securities that constitute Indebtedness for purposes hereof or would otherwise be included in Consolidated Total Debt) of Ultimate Parent or any of its Subsidiaries that have been issued for the purpose of financing, in part, the Allergan Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of the Allergan Bridge Facility); provided that (a) the release of the proceeds thereof to Ultimate Parent and its Subsidiaries is contingent upon the consummation of the Allergan Acquisition (and, if the Allergan Acquisition is not consummated by the date specified in the definitive documentation relating to such securities, such proceeds shall be applied to satisfy and

discharge all obligations of Ultimate Parent and its Subsidiaries in respect of such securities) or (b) such securities can be mandatorily redeemed by Ultimate Parent or its Subsidiaries if the Allergan Acquisition is not consummated by the date specified in the definitive documentation relating to such securities (and in the event the Allergan Merger Agreement is terminated in accordance with its terms prior to the consummation of the Allergan Acquisition, are so redeemed within 90 days of such termination).

“Allergan Bridge Facility” means a senior unsecured bridge facility in an aggregate principal amount not to exceed $[31,400,000,000], the proceeds of which will be used to finance the Allergan Acquisition and the related transactions.

“Allergan Cash Bridge Facility” means a senior unsecured cash bridge facility in an aggregate principal amount not to exceed $4,698,000,000 maturing 60 days after the initial funding thereof, the proceeds of which will be used to finance the Allergan Acquisition and the related transactions.

“Allergan Merger Agreement” means that certain Agreement and Plan of Merger (as amended in accordance with the terms thereof and in effect from time to time, including all schedules and exhibits thereto), dated as of November 16, 2014, by and among Ultimate Parent, the Allergan Merger Sub and the Allergan Acquired Business.

“Allergan Merger Sub” means Avocado Acquisition Inc., a Delaware corporation and an indirect Wholly Owned Subsidiary of Ultimate Parent.

“Allergan SEC Documents” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by the Allergan Acquired Business with the SEC or furnished by the Allergan Acquired Business to the SEC pursuant to the Securities Exchange Act.

“Alternative Currency” means each of Euro, Sterling and each other currency (other than US Dollars) that is approved in accordance with Section 1.05. Loans denominated in an Alternative Currency may only be Eurocurrency Rate Loans.

“Alternative Currency Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $100,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Applicable Agent” means (a) with respect to a Loan or Borrowing denominated in US Dollars or any Letter of Credit, and with respect to any payment hereunder, or any other matter hereunder, that does not relate to a particular Loan, Borrowing or Letter of Credit, the Administrative Agent, and (b) with respect to a Loan or Borrowing denominated in an Alternative Currency or any Discretionary Alternative Currency, the London Agent.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If all the Commitments have terminated, then the Applicable Percentage of each Lender will be determined based on the Commitments of the Lenders most recently in effect, giving effect to any assignments.

“Applicable Rate” means, for any day with respect to Unused Commitment Fees, Letter of Credit Fees, Eurocurrency Rate Loans and Base Rate Loans, the percentages per annum specified in the applicable column below, based upon the Debt Rating applicable on such day:


Pricing Level	Debt Ratings S&P/Xxxxx’x	Unused Commitment Fees			Letter of Credit Fees			Eurocurrency Rate Loans			Base Rate Loans
I	³ A/A2		0.075	%		0.875	%		0.875	%		0.000	%
II	A-/A3		0.100	%		1.000	%		1.000	%		0.000	%
III	BBB+/Baa1		0.125	%		1.125	%		1.125	%		0.125	%
IV	BBB/Baa2		0.150	%		1.250	%		1.250	%		0.250	%
V	BBB-/Baa3		0.175	%		1.500	%		1.500	%		0.500	%
VI	BB+/Ba1		0.200	%		1.750	%		1.750	%		0.750	%
VII	£BB/Ba2		0.250	%		2.000	%		2.000	%		1.000	%

For purposes hereof, “Debt Rating” means, as of any date of determination, the ratings by S&P or Xxxxx’x of Ultimate Parent’s senior unsecured, non-credit-enhanced, long-term debt (or if such debt is not so rated by such rating agency, the issuer rating or corporate credit rating of Ultimate Parent by such rating agency). For purposes of determining the Applicable Rate, (a) if either Xxxxx’x or S&P does not have in effect a Debt Rating, then the Debt Rating assigned by the other rating agency shall be used; (b) if neither Xxxxx’x nor S&P has in effect a Debt Rating, Pricing Level VII shall apply; and (c) if the relevant Debt Ratings assigned by Xxxxx’x and S&P fall within different Pricing Levels, the Applicable Rate shall be based on the higher of the two Debt Ratings (with Pricing Level I being the highest and Pricing Level VII being the lowest), unless one of the two Debt Ratings is two or more Pricing Levels lower than the other, in which case the Applicable Rate shall be based on the Pricing Level corresponding to the Debt Rating that is the midpoint between the two Debt Ratings or, if there is no such midpoint, the Pricing Level that is one level lower than the Pricing Level corresponding to the higher Debt Rating.

If the relevant Debt Rating assigned by Xxxxx’x or S&P shall be changed (other than as a result of a change in the rating system of Xxxxx’x or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Xxxxx’x or S&P shall change or if either such rating agency shall cease to be in the business of rating corporate debt obligations, Ultimate Parent and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system (including, in such case, an amendment to replace Xxxxx’x or S&P, as applicable, with another rating agency) or the unavailability of ratings from such rating agency, and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency or Discretionary Alternative Currency, the local time in the place of settlement for such Alternative Currency or Discretionary Alternative Currency as may be

determined to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment by the Applicable Agent.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means X.X. Xxxxxx Securities LLC, Mizuho and Xxxxx Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunners for the credit facility provided for herein.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet of Ultimate Parent and its Subsidiaries as of December 31, 2013, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for the fiscal year of Ultimate Parent and its Subsidiaries then ended, including the notes thereto.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.04(b)(iii).

“Availability Period” means the period from and including the Effective Date to the earlier of the Maturity Date and the date of termination of the Aggregate Commitments pursuant to Section 2.07 or 8.02.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ¹⁄₂ of 1% per annum and (c) the Adjusted Eurocurrency Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in US Dollars with a maturity of one month plus 1% per annum. For purposes of clause (c) above, the Adjusted Eurocurrency Rate on any day shall be based on the rate per annum appearing on the applicable Reuters screen page (currently page LIBOR01) displaying interest rates for US Dollar deposits in the London interbank market (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Applicable Agent from time to time in its reasonable discretion) at approximately 11:00 a.m., London time, on such day for deposits in US Dollars with a maturity of one month; provided that if such rate shall be less than zero, such rate shall be deemed to be zero. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate, respectively.

“Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.

“Base Rate Committed Borrowing” means a Committed Borrowing comprised of Base Rate Committed Loans.

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest by reference to the Base Rate, which may be a Base Rate Committed Loan or a Swing Line Loan. Base Rate Loans may be denominated only in US Dollars.

“Bid Borrowing” means a borrowing consisting of simultaneous Bid Loans of the same Type and in the same currency from each of the Lenders whose offer to make one or more Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.03.

“Bid Loan” has the meaning specified in Section 2.03(a).

“Bid Loan Lender” means, in respect of any Bid Loan, the Lender making such Bid Loan.

“Bid Request” means a written request for one or more Bid Loans substantially in the form of Exhibit B-1.

“Borrower” means Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 0, xxx Xxxx Xxxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Register of Commerce and Companies under number B 178.410 with a share capital of $367,384, and its successors permitted hereunder; provided that any successor shall expressly assume all of the prior Borrower’s rights and obligations under this Agreement and the other Loan Documents in accordance with Section 7.03 and pursuant to documentation reasonably satisfactory to the Administrative Agent and Ultimate Parent.

“Borrowing” means a Committed Borrowing, a Bid Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Minimum” means (a) in the case of a Eurocurrency Rate Borrowing denominated in US Dollars, $5,000,000, (b) in the case of a Base Rate Borrowing, $500,000, (c) in the case of an Absolute Rate Borrowing denominated in US Dollars, $5,000,000, (d) in the case of a Borrowing denominated in Euro, €2,500,000, (e) in the case of a Borrowing denominated in Sterling, £2,500,000 and (f) in the case of a Borrowing denominated in an Alternative Currency other than Euro or Sterling or in a Discretionary Alternative Currency, the smallest amount of such currency that is an integral multiple of 1,000,000 units of such currency and that has a US Dollar Equivalent in excess of $5,000,000.

“Borrowing Multiple” means (a) in the case of a Eurocurrency Rate Borrowing denominated in US Dollars, $1,000,000, (b) in the case of a Base Rate Borrowing, $100,000, (c) in the case of an Absolute Rate Borrowing denominated in US Dollars, $1,000,000, (d) in the case of a Borrowing denominated in Euro, €500,000, (e) in the case of a Borrowing denominated in Sterling, £500,000 and (f) in the case of a Borrowing denominated in any Alternative Currency other than Euro or Sterling or in a Discretionary Alternative Currency, 1,000,000 units of such currency.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to remain closed under the Laws of, or are in fact closed in, New York City or Luxembourg; provided that:

(a) when used in connection with a Eurocurrency Rate Loan, the term “Business Day” shall also exclude any day on which dealings in deposits in US Dollars or the applicable Alternative Currency or Discretionary Alternative Currency, as the case may be, are not conducted by and between banks in the London interbank eurodollar market; and

(b) when used in connection with a Bid Loan that is an Absolute Rate Loan denominated in any Discretionary Alternative Currency, the term “Business Day” shall also exclude any day on which banks are not open for foreign exchange business in the principal financial center of the country of such Discretionary Alternative Currency.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable L/C Issuer or the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support (including backstop letters of credit), in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer or the Swing Line Lender (as the case may be). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of

Ultimate Parent or its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 35% of the total voting power of the Equity Interests in Ultimate Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b) for purposes of Section 7.03 only, during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Ultimate Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of clauses (ii) and (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Ultimate Parent and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act) other than to any Wholly Owned Subsidiary of Ultimate Parent;

(d) (i) the Borrower shall cease to be an indirect Wholly Owned Subsidiary of Ultimate Parent or (ii) the Borrower shall cease to be an indirect Wholly Owned Subsidiary of Intermediate Parent; or

(e) Intermediate Parent shall cease to be an indirect Wholly Owned Subsidiary of Ultimate Parent.

“Code” means the Internal Revenue Code of 1986.

“Co-Documentation Agents” means Barclays Bank, PLC, BNP Paribas, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, LTD., The Royal Bank of Scotland plc and TD Bank, N.A., in their capacities as co-documentation agents for the credit facility provided for herein.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations pursuant to Section 2.04, and (c) purchase participations in Swing Line Loans pursuant to Section 2.05, in an aggregate principal amount at any one time outstanding not to exceed the

amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or the Incremental Joinder Agreement pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Letter” means that certain commitment letter, dated November 16, 2014, among Ultimate Parent, JPMCB, X.X. Xxxxxx Securities LLC, Mizuho, Xxxxx Fargo and Xxxxx Fargo Securities, LLC, as amended and supplemented by that certain joinder letter, dated November 26, 2014, among the foregoing and the “Additional Lenders” specified therein and that certain joinder letter, dated November 28, 2014, among the foregoing and the “Additional Lender” specified therein.

“Committed Borrowing” means Committed Loans of the same Type and in the same currency made, converted or continued on the same date and, in the case of Eurocurrency Rate Committed Loans, as to which a single Interest Period is in effect.

“Committed Loan” has the meaning specified in Section 2.01.

“Committed Loan Notice” means a notice of (a) a borrowing of Committed Loans, (b) a conversion of any Committed Borrowing denominated in US Dollars from one Type to the other or (c) a continuation of any Eurocurrency Rate Committed Borrowing, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit C.

“Company Materials” has the meaning specified in Section 6.02.

“Competitive Bid” means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed by a Lender.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, for Ultimate Parent and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus, without duplication and only to the extent such amount represents a charge or expense determined in accordance with GAAP and reflected in the consolidated earnings of Ultimate Parent and regardless of classification within Ultimate Parent’s statement of income, the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) losses attributable to non-controlling interest, (v) stock compensation expense, (vi) asset impairment charges or other charges associated with the revaluation of assets or liabilities, (vii) charges associated with the revaluation of acquisition related contingent liabilities that are based in whole or in part on future estimated cash flows, (viii) business restructuring charges associated with Actavis’s Global Supply Chain and Operational Excellence initiatives or other restructurings of a similar nature, (ix) costs and charges associated with the acquisition of businesses and assets, including, but not limited to, Milestone Payments and integration charges (including any of the foregoing associated with the Allergan Acquisition), (x) litigation charges and settlements, (xi) losses and expenses associated with the sale of assets and (xii) other unusual charges or expenses, minus, to the extent included in calculating such Consolidated Net Income, the sum of (1) interest income and (2) gains or income of a nature similar to items (i) through (xii) above. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference Period Ultimate Parent or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such

Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period Ultimate Parent or any Subsidiary shall have made a Material Acquisition (including the Allergan Acquisition), Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto in accordance with Section 1.03(c) as if such Material Acquisition occurred on the first day of such Reference Period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters of Ultimate Parent then most recently ended.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of Ultimate Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Assets” means, at any time, the total assets of Ultimate Parent and its Subsidiaries at such time that would be reflected on a consolidated balance sheet of Ultimate Parent and its Subsidiaries prepared in accordance with GAAP.

“Consolidated Total Debt” means, at any time, for Ultimate Parent and its Subsidiaries on a consolidated basis, the aggregate amount of (a) all Indebtedness for borrowed money and all Indebtedness constituting obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (other than any Allergan Acquisition Indebtedness prior to the consummation of the Allergan Acquisition), (b) all Receivables Facility Attributable Indebtedness and (c) all Capital Lease Obligations and Synthetic Lease Obligations.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Co-Syndication Agents” means Mizuho and Xxxxx Fargo, in their capacities as co-syndication agents for the credit facility provided for herein.

“Credit Extension” means a Borrowing or an L/C Credit Extension, or any of the foregoing, as the context might require.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, court protection, insolvency, reorganization, examinership or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including the Luxembourg Insolvency Procedure.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that, (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date required to be funded by it hereunder unless such Lender notifies any Agent, the Borrower and Ultimate Parent in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified and supported by reasonable background information provided by such Lender in such writing) has not been satisfied, or (ii) pay to any Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, Ultimate Parent, any Agent, any L/C Issuer or the Swing Line Lender in writing, or has made a public statement to the effect, that it does not intend to comply with its funding obligations hereunder (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified and supported by reasonable background information provided by such Lender in such writing or public statement) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the Administrative Agent, the Borrower or Ultimate Parent, to confirm in writing to the Administrative Agent, the Borrower and Ultimate Parent that it will comply with its prospective funding obligations hereunder, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative Agent, the Borrower and Ultimate Parent of such written confirmation in form and substance satisfactory to the Administrative Agent, the Borrower and Ultimate Parent, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, examiner, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent, the Borrower or Ultimate Parent, as applicable, that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Administrative Agent, the Borrower, Ultimate Parent, each L/C Issuer, the Swing Line Lender and such Lender.

“Discharge of the Obligations” means (and shall have occurred when) (a) all Obligations (other than contingent obligations as to which no claim has been asserted) shall have been paid in full in cash, (b) no L/C Borrowing and no Letter of Credit shall be outstanding (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements satisfactory to the applicable L/C Issuer and the Administrative Agent shall have been made) and (c) all Commitments shall have terminated or expired.

“Discretionary Alternative Currency” means any lawful currency, other than US Dollars and any Alternative Currency, that is freely transferable and freely convertible into US Dollars. Loans denominated in a Discretionary Alternative Currency may only be Eurocurrency Rate Loans or Absolute Rate Loans.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person, including any sale and leaseback transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Effective Date” means the date on which the conditions precedent set forth in Section 4.01 have been satisfied, which date is December 17, 2014.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and 11.06(b)(v), subject to such consents, if any, as may be required under Section 11.06(b)(iii).

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that Indebtedness that is convertible into any Equity Interests shall not constitute Equity Interests prior to the conversion thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Ultimate Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan or Multiemployer Plan, (b) a withdrawal by Ultimate Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by Ultimate Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Ultimate Parent or any ERISA Affiliate, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA.

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Bid Margin” means the margin above or below the Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall be expressed in multiples of 1/100th of one basis point.

“Eurocurrency Margin Bid Loan” means a Bid Loan that bears interest by reference to the Eurocurrency Rate.

“Eurocurrency Rate” means, with respect to any Eurocurrency Rate Borrowing for any Interest Period, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the applicable currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other commercially available information service that publishes such rate as shall be selected by the Applicable Agent from time to time in its reasonable discretion (such applicable rate being called the “Screen Rate”), at approximately 11:00 a.m., London time, on the applicable Quotation Date. If, as to any currency, no Screen Rate shall be available for a particular Interest Period but Screen Rates shall be available for maturities both longer and shorter than such Interest Period, then the Eurocurrency Rate for such currency and such Interest Period shall be the Interpolated Screen Rate. Notwithstanding the foregoing, if the Eurocurrency Rate, determined as provided above, would be less than zero, the Eurocurrency Rate shall be deemed to be zero for all purposes.

“Eurocurrency Rate Borrowing” means a Borrowing comprised of Eurocurrency Rate Loans.

“Eurocurrency Rate Committed Loan” means a Committed Loan that bears interest by reference to the Eurocurrency Rate. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Committed Loans.

“Eurocurrency Rate Loan” means a Loan that bears interest by reference to the Eurocurrency Rate, which may be a Eurocurrency Rate Committed Loan or a Eurocurrency Margin Bid Loan. Eurocurrency Rate Loans may be denominated in US Dollars, in an Alternative Currency or, in the case of a Bid Rate Loan, in a Discretionary Alternative Currency.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Rate” means on any day, for purposes of determining the US Dollar Equivalent of any currency other than US Dollars, the rate at which such other currency may be exchanged into US Dollars (or, solely for purposes of Section 2.04(c)(ii), the rate at which US Dollars may be exchanged into such other currency) at the time of determination on such day as set forth on the Reuters WRLD Page for such currency. In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its principal foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of US Dollars (or such other currency) for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Taxes” means, with respect to any Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its net income (however denominated), branch profits Taxes and franchise Taxes imposed on it, by the United States (or any political subdivision or taxing authority thereof or therein), or by the jurisdiction (or any political subdivision or taxing authority thereof or therein) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or by any jurisdiction with which such recipient has a present or former connection (other than solely on account of the execution, delivery, performance, filing, recording and enforcement of, and the other activities contemplated in, this Agreement), (b) any withholding Tax that is imposed by Luxembourg or the United States on amounts payable to a recipient with respect to an applicable interest in the Loan or Commitment pursuant to any Law in effect at the time such recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower or Ultimate Parent under Section 11.13) or designates a new Lending Office, except to the extent that such recipient (or its assignor, in the case of an assignment) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding Tax pursuant to Section 3.01(a), (c) any withholding Tax that is attributable to a recipient’s failure to comply with Section 3.01(e) or 3.01(g) and (d) any Taxes imposed pursuant to FATCA.

“Existing Actavis Term Loan Credit Agreement” means that certain Third Amended and Restated Actavis Term Loan Credit and Guaranty Agreement, dated as of

December 17, 2014, among Ultimate Parent, Intermediate Parent, the Borrower, Actavis, Actavis SCS, each lender from time to time party thereto and Bank of America, N.A., as administrative agent thereunder, as amended, restated, supplemented, modified, extended, renewed, refinanced or replaced from time to time, whether or not with the same lenders or agents.

“Existing Credit Agreement” means the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, among Ultimate Parent, Intermediate Parent, the Borrower, Actavis, Actavis SCS, each lender from time to time party thereto and Bank of America, N.A., as administrative agent thereunder.

“Existing Letter of Credit” means any letter of credit issued and outstanding as of the Effective Date and designated by the Borrower as an “Existing Letter of Credit” pursuant to a written notice delivered by the Borrower and the issuer thereof to the Administrative Agent on or prior to the Effective Date; provided that the issuer thereof is a Lender as of the Effective Date. Each such letter of credit so designated shall be deemed to constitute a Letter of Credit and a Letter of Credit issued hereunder on the Effective Date for all purposes under this Agreement and the other Loan Documents.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code as of the Effective Date (or any amendment or successor provisions that are substantively similar and not materially more onerous to comply with), and any present or future regulations promulgated with respect thereto or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates per annum on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for per annum rates for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds Rate, determined as provided above, would otherwise be less than zero, then the Federal Funds Rate shall be deemed to be zero for all purposes.

“Fee Letters” means the Agent Fee Letter, the Mizuho Fee Letter and the Xxxxx Fargo Fee Letter.

“Fiscal Year” means the fiscal year of Ultimate Parent ending on December 31st of each calendar year.

“Foreign Lender” means any Lender that is not a US Person.

“Foreign Subsidiary” means a Subsidiary that is not formed under the Laws of the United States, any state thereof or the District of Columbia.

“Forest Laboratories” means Forest Laboratories, Inc., a Delaware corporation, and its permitted successors and assigns.

“Forest SEC Documents” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by Forest Laboratories with the SEC or furnished by Forest Laboratories to the SEC pursuant to the Securities Exchange Act.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer, other than any such L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans, other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States, applied in accordance with the consistency requirements thereof.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee will be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as

determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Parties” means, collectively, the Administrative Agent, the London Agent, the Arrangers, the Co-Documentation Agents, the Co-Syndication Agents, the Lenders (including the Swing Line Lender), each L/C Issuer and each Indemnitee.

“Guarantors” means Ultimate Parent, Intermediate Parent and each Subsidiary Guarantor.

“Hazardous Materials” means all explosive, radioactive, hazardous or toxic substances or wastes and other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning specified in Section 2.04(c)(ii).

“Increase Effective Date” has the meaning specified in Section 2.15(d).

“Incremental Joinder Agreement” means a joinder agreement among the Borrower, the Administrative Agent and one or more Eligible Assignees that, pursuant to such agreement, provides a Commitment as contemplated by Section 2.15(c), in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Indebtedness” means, as to any Person at any time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guarantees, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness will have been assumed by such Person or is limited in recourse;

(f) Capital Lease Obligations;

(g) Synthetic Lease Obligations;

(h) Receivables Facility Attributable Indebtedness; and

(i) all Guarantees of such Person in respect of any of the foregoing of any other Person; provided that Indebtedness shall not include any performance guarantee or any other Guarantee that is not a Guarantee of other Indebtedness.

For all purposes hereof, the Indebtedness of any Person will include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date will be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date, provided, however, that (i) if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period will also be Interest Payment Dates therefor and (ii) if any Interest Period for an Absolute Rate Loan exceeds 90 days, then, unless otherwise specified in the applicable Bid Request, each day prior to the last day of such Interest Period that occurs at intervals of 90 days will also be an Interest Payment Date therefor, and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the numerically corresponding day that is one, two, three or six months thereafter (or, if agreed to by all Lenders, a period of shorter than one month), as selected by the Borrower in the applicable Committed Loan Notice or Bid Request, as the case may be, and (b) as to each Absolute Rate Loan, a period of not less than 14 days and not more than 180 days, as selected by the Borrower in the applicable Bid Request; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period will extend beyond the Maturity Date.

“Intermediate Parent” means Xxxxxx Xxxxxxxx Limited, a Bermuda exempted company, and its successors permitted hereunder; provided that any successor shall expressly assume all of the prior Intermediate Parent’s rights and obligations under this Agreement and the other Loan Documents in accordance with Section 7.03 and pursuant to documentation reasonably satisfactory to the Administrative Agent and Ultimate Parent.

“Interpolated Screen Rate” means, with respect to any Eurocurrency Rate Borrowing for any Interest Period, a rate per annum that results from interpolating on a linear basis between (a) the applicable Screen Rate for the longest maturity for which a Screen Rate is available that is shorter than such Interest Period and (b) the applicable Screen Rate for the shortest maturity for which a Screen Rate is available that is longer than such Interest Period, in each case at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance (other than prepaid expenses, extension of trade credit and advances to customers and suppliers, advances to employees and similar items to the extent made in the ordinary course of business) or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness of, another Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.18.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any Subsidiary of Ultimate Parent that is a co-applicant in respect thereof) or in favor of such L/C Issuer and relating to such Letter of Credit.

“JPMCB” means JPMorgan Chase Bank, N.A. and its successors.

“JPMEL” means X.X. Xxxxxx Europe Limited and its successors.

“Judgment Currency” has the meaning specified in Section 11.17.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance or renewal thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means (a) JPMCB, (b) Mizuho, (c) Xxxxx Fargo, (d) any other Lender that agrees to act in such capacity appointed by the Borrower or Ultimate Parent with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), such appointment evidenced by an agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such appointed Lender, and (e) with respect to each Existing Letter of Credit, the issuer thereof, in any case, in its capacity as issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such L/C Issuer shall, or shall cause such Affiliate to, comply with the requirements of Section 2.04 with respect to such Letters of Credit).

“L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit will be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Joinder Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office, offices, branch, branches, Subsidiary, Subsidiaries, Affiliate or Affiliates of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office, offices, branch, branches, Subsidiary, Subsidiaries, Affiliate or Affiliates as such Lender may from time to time notify to the Borrower, Ultimate Parent, the Administrative Agent and the London Agent.

“Letter of Credit” means any letter of credit issued or deemed to have been issued hereunder, including each Existing Letter of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer and provided to the Borrower upon its request for such issuance or amendment of such Letter of Credit.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.04(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of $100,000,000 and the Aggregate Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means a Committed Loan, a Bid Loan or a Swing Line Loan, as the context may require.

“Loan Documents” means this Agreement, each Note, each Incremental Joinder Agreement, each agreement referred to in the definition of “L/C Issuer” pursuant to which any Lender becomes an L/C Issuer hereunder, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16, each Subsidiary Guarantor Counterpart and, other than for purposes of Section 11.01, each Letter of Credit Application entered into in connection with any Letter of Credit.

“Loan Parties” means, collectively, the Borrower and the Guarantors.

“Local Time” means (a) with respect to a Loan or Borrowing denominated in US Dollars or any Letter of Credit, New York City time, and (b) with respect to a Loan or Borrowing denominated in an Alternative Currency or a Discretionary Alternative Currency, London time.

“London Agent” means JPMEL, in its capacity as London agent under the other Loan Documents, and its successors in such capacity.

“Luxembourg” means the Grand-Duchy of Luxembourg.

“Luxembourg Insolvency Procedure” means, in relation to any Loan Party organized under the Laws of Luxembourg or any of its assets, the opening of any of the following procedures: (a) a bankruptcy (faillite) within the meaning of Articles 437 ff. of the Luxembourg Commercial Code; (b) a controlled management (gestion controlee) within the meaning of the Luxembourg grand ducal regulation of 24 May 1935 on controlled management; (c) a voluntary arrangement with creditors (concordat préventif de faillite) within the meaning of the Luxembourg law of 13 April 1886 on arrangements to prevent insolvency, as amended; (d) a suspension of payments (sursis de paiement) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code; or (e) a voluntary or compulsory winding-up pursuant to the Luxembourg Companies Act, or any other insolvency proceedings pursuant to Luxembourg law or the Council Regulation (EC) No.1346/2000 of May 29, 2000 on insolvency proceedings.

“Major Default” means a Default that has occurred and is continuing under Section 8.01(a), (b), (e), (f), (g), (j) (solely with respect to this Agreement, including Article IX) or (k).

“Material Acquisition” means any acquisition (in a single acquisition or series of related acquisitions) of (a) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business or (b) Equity Interests of a Person if, as a result thereof, such Person becomes a Subsidiary; provided that such acquisition (or series of related acquisitions) involves the payment of consideration (including the aggregate principal amount of any Indebtedness that is assumed by Ultimate Parent or any Subsidiary following such acquisition) by Ultimate Parent and its Subsidiaries in excess of $500,000,000 (including the value of any Equity Interests of Ultimate Parent or any of its Subsidiaries used as consideration in any such transaction).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, results of operations or financial condition of Ultimate Parent and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of any Loan Party to perform its payment Obligations under any Loan Document to which it is a party, or (c) a material adverse effect on the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Disposition” means any Disposition of property or series of Dispositions of property (other than any sale and leaseback transaction or any Permitted Receivables Transfer, in each case to the extent the Indebtedness or Liens arising in connection therewith are permitted under Sections 7.01 and 7.02) that yield gross proceeds (including the aggregate principal amount of any Indebtedness of Ultimate Parent or any Subsidiary that is assumed by another Person following such Disposition) to Ultimate Parent or any of its Subsidiaries in excess of $500,000,000.

“Material Indebtedness” means Indebtedness (other than the Obligations) of any one or more of Ultimate Parent and its Subsidiaries in an aggregate principal amount exceeding $300,000,000.

“Material Subsidiary” means (a) the Borrower and each Subsidiary that is, or is required to be, a Guarantor and (b) each other Subsidiary of Ultimate Parent (i) the total assets of which (determined on a consolidated basis for such Subsidiary and its Subsidiaries) equal or exceed 5% of the Consolidated Total Assets or (ii) the revenues of which (determined on a consolidated basis for such Subsidiary and its Subsidiaries) equal or exceed 5% of the consolidated total revenues of Ultimate Parent and its Subsidiaries on a consolidated basis, in each case as of the last day of or for the most recently ended period of four consecutive fiscal quarters of Ultimate Parent; provided that if, as of the last day of or for any such period, the combined total assets or combined revenues of all Subsidiaries that under clauses (i) and (ii) above would not constitute Material Subsidiaries shall have exceeded 10% of the Consolidated Total Assets or 10% of the consolidated total revenues of Ultimate Parent and its Subsidiaries on a consolidated basis, then one or more of such excluded Subsidiaries shall for all purposes of the Loan Documents be deemed to be Material Subsidiaries in descending order based on the amounts (determined on a consolidated basis for such Subsidiary and its Subsidiaries) of their total assets or revenues, as the case may be, until such excess shall have been eliminated. For purposes of making calculations under this definition, following the consummation of the Allergan Acquisition the Consolidated Total Assets and the consolidated total revenues of

Ultimate Parent and its Subsidiaries on a consolidated basis as of any date prior to, or for any period that commenced prior to, the date of consummation of the Allergan Acquisition shall be determined on a pro forma basis to give effect to the Allergan Acquisition and the other transactions to occur on such date.

“Maturity Date” means the fifth anniversary of the Effective Date; provided, however, that, if such date is not a Business Day, the Maturity Date shall be the immediately succeeding Business Day.

“Milestone Payments” means payments made under contractual arrangements arising in connection with any acquisition (or licensing) of assets or Equity Interests by Ultimate Parent or any Subsidiary to the sellers (or licensors) of the assets or Equity Interests acquired (or licensed) under such contractual arrangements based on the achievement of specified revenue, profit or other performance targets (financial or otherwise).

“Mizuho” means Mizuho Bank, Ltd., and its successors.

“Mizuho Fee Letter” means that certain Mizuho fee letter, dated December 16, 2014, among Ultimate Parent, the Borrower and Mizuho.

“Moody’s” means Xxxxx’x Investors Service, Inc., and any successor to its rating agency business.

“MNPI” means material non-public information (within the meaning of the United States federal or state securities Laws or the securities Laws of other applicable jurisdictions) with respect to Ultimate Parent or its Subsidiaries, or the respective securities of any of the foregoing.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Ultimate Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Worth” means, as at any time, (a) the Consolidated Total Assets at such time less (b) all liabilities of Ultimate Parent and its Subsidiaries at such time, calculated in accordance with GAAP on a consolidated basis.

“New Actavis Term Loan Credit Agreement” means that certain Actavis Term Loan Credit and Guaranty Agreement, dated as of December 17, 2014, among Ultimate Parent, Intermediate Parent, the Borrower, Actavis, Actavis SCS, the lenders from time to time party thereto, and JPMCB, as administrative agent thereunder, as amended, restated, supplemented, modified, extended, renewed, refinanced or replaced from time to time, whether or not with the same lenders or agents.

“Non-Extension Notice Date” has the meaning specified in Section 2.04(b)(iii).

“Non-Qualifying Lender” means a Lender that is not (a) a U.S. citizen, (b) a “resident of a member State of the European Union” or (c) a “resident of a state that is party to NAFTA”, in each case for purposes of the Convention between the government of the United States and the government of Luxembourg For the Avoidance of Double Taxation, as the same may be amended from time to time. For the avoidance of doubt, any Lender that is a U.S.

corporation that is publicly traded, or is a Subsidiary of a publicly traded U.S. corporation, shall not be treated as a Non-Qualifying Lender.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit E.

“Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements and interest thereon, and (iii) all other monetary obligations of the Borrower under this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising (including monetary obligations incurred during the pendency of any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral with respect to Letters of Credit and (b) all other debts, liabilities, obligations, covenants and duties of any Loan Party arising under this Agreement or any other Loan Document, whether primary, secondary, direct, indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising (including all such debts, liabilities, obligations, covenants and duties incurred during the pendency of any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding).

“Obligations Guarantee” means the Guarantee of the Guarantors contained in Article IX.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate or articles of formation, association or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Originators” means Ultimate Parent and/or any of its Subsidiaries in their respective capacities as parties to any Receivables Purchase Documents as sellers or transferors of any Receivables and Related Security in connection with a Permitted Receivables Transfer.

“Other Taxes” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (a) with respect to Committed Loans on any date, the sum of the US Dollar Equivalents of the outstanding principal amounts thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date, (b) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date, (c) with respect to Bid Loans on any date, the sum of the US Dollar Equivalents of the outstanding principal amounts thereof after giving effect to any borrowings and prepayments or repayments of such Bid Loans occurring on such date, and (d) with respect to any L/C Obligations on any date, the sum of the US Dollar Equivalents of the outstanding amounts of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in US Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate reasonably determined by the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency or a Discretionary Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency or Discretionary Alternative Currency, as the case may be, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for the applicable Alternative Currency or Discretionary Alternative Currency to major banks in such interbank market.

“Participant” has the meaning specified in Section 11.06(e).

“Participant Register” has the meaning specified in Section 11.06(e).

“Participating Member State” means each state so described in any EMU Legislation.

“Passive Holding Companies” has the meaning specified in Section 7.09(a).

“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Ultimate Parent or any ERISA Affiliate or to which Ultimate Parent or any ERISA Affiliate contributes or has an obligation to contribute, or in the

case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Receivables Transfer” means (a) a sale or other transfer by an Originator to an SPV or any other Person of Receivables and Related Security for fair market value and without recourse (except for limited recourse typical of such structured finance transactions), and/or (b) a sale or other transfer by an Originator or an SPV to (i) purchasers of or other investors in such Receivables and Related Security or (ii) any other Person (including an SPV) in a transaction in which purchasers or other investors purchase or are otherwise transferred such Receivables and Related Security, in each case pursuant to and in accordance with the terms of the applicable Receivables Purchase Documents.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of Ultimate Parent or any ERISA Affiliate or any such Plan to which Ultimate Parent or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Post-Closing Restructuring” means, collectively, all intercompany transactions between Ultimate Parent and one or more of its Subsidiaries or among two or more Subsidiaries that do not result in a change of jurisdiction of organization of the Borrower or involve the release of Ultimate Parent, Intermediate Parent, Actavis or Actavis SCS as a Guarantor under this Agreement.

“Prepayment Notice” means a notice of a prepayment of any Committed Borrowing or any Swing Line Borrowing pursuant to Section 2.06(a) or 2.06(b), which shall be substantially in the form of Exhibit F.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Public Lender” has the meaning specified in Section 6.02.

“Quotation Day” means (a) with respect to any currency (other than Sterling) for any Interest Period, two (2) Business Days prior to the first day of such Interest Period and (b) with respect to Sterling for any Interest Period, the first day of such Interest Period, in each case unless market practice differs in the London interbank market for any relevant currency, in which case the Quotation Day for such currency shall be determined by the Applicable Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day shall be the last of those days).

“Receivables” means, with respect to any Originator or SPV, such Originator’s or SPV’s presently existing and hereafter arising or acquired accounts, accounts receivable, and all present and future rights of such Originator or SPV to payment for goods sold or leased or for

services rendered (except those evidenced by instruments or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security and guarantees with respect to each of the foregoing, including, without limitation, any right of stoppage in transit.

“Receivables and Related Security” means the Receivables and the related security and collections with respect thereto which are sold or transferred by any Originator or SPV in connection with any Permitted Receivables Transfer.

“Receivables Facility Attributable Indebtedness” means the amount of obligations outstanding under a Receivables Purchase Facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

“Receivables Purchase Documents” means any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which one or more Originators sell or transfer to one or more SPVs all of their respective rights, title and interests in and to certain Receivables and Related Security for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Receivables Purchase Facility” means the securitization facility made available to Ultimate Parent and its Subsidiaries, pursuant to which the Receivables and Related Security of the Originators are transferred to one or more SPVs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

“Refinancing” means (a) the termination of that certain Amended and Restated Credit Agreement, dated as of October 28, 2011, among the Allergan Acquired Business, the eligible subsidiaries referred to therein, the lenders party thereto, JPMCB, as administrative agent, Citibank, N.A., as syndication agent, and Bank of America, N.A., as documentation agent, and any Guarantees related thereto, (b) the payment in full of any Indebtedness and other obligations (other than contingent indemnification obligations) outstanding thereunder and (c) the termination of all commitments to extend credit thereunder.

“Register” has the meaning specified in Section 11.06(d).

“Related Indemnified Parties” means, with respect to any Indemnitee, (a) any controlling Person or controlled Affiliate of such Indemnitee, (b) the respective directors, officers or employees of such Indemnitee or any of its controlling Persons or controlled Affiliates and (c) the respective agents of such Indemnitee or any of its controlling Persons or controlled Affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling Person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling Person in this definition pertains to a controlled Affiliate or controlling Person involved in the negotiation of the Commitment Letter, the Fee Letters, this Agreement or any other Loan Document.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents, advisors and other representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived under current law.

“Request for Credit Extension” means (a) with respect to a borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to a Bid Loan, a Bid Request, (c) with respect to an L/C Credit Extension, a Letter of Credit Application and (d) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders holding in the aggregate more than 50% of the sum of the aggregate unused Commitments and the aggregate principal amount of the Total Outstandings (excluding any portion thereof attributable to Bid Loans, provided that for purposes of declaring the Loans to be due and payable pursuant to Section 8.02, and for all purposes after the Loans become due and payable pursuant to Section 8.02 or all the Commitments expire or terminate, any portion attributable to Bid Loans shall be included)) (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender will be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means, with respect to any Person, the chief executive officer, a manager (gérant), a director, the chief financial officer, the treasurer, the chief legal officer, the chief accounting officer or any vice president of such Person. Any document delivered hereunder that is signed by a Responsible Officer of Ultimate Parent or any other Loan Party will be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person, and such Responsible Officer will be conclusively presumed to have acted on behalf of such Person.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of Ultimate Parent, the Borrower or any Material Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to Ultimate Parent’s shareholders, partners or members (or the equivalent Person thereof).

“Revaluation Date” means (a) with respect to any Eurocurrency Rate Loan denominated in an Alternative Currency or a Discretionary Alternative Currency, (i) the applicable Quotation Date for the initial Interest Period therefor and, in the case of a Eurocurrency Rate Committed Loan, as of the applicable Quotation Date for each subsequent Interest Period therefor, (b) with respect to any Absolute Rate Loan denominated in a Discretionary Alternative Currency, the first day of the initial Interest Period therefor, (c) with respect to any Letter of Credit denominated in an Alternative Currency, the date of issuance of such Letter of Credit (and each date of an amendment of such Letter of Credit having the effect of increasing the amount thereof) and the last Business Day of each subsequent March, June, September and December and (d) with respect to any Loan or any Letter of Credit, such additional date or dates as the Administrative Agent shall determine.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The XxXxxx-Xxxx Financial, Inc., and any successor to its rating agency business.

“Same Day Funds” means (a) with respect to disbursements and payments in US Dollars, immediately available funds, (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Applicable Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency and (c) with respect to disbursements and payments in a Discretionary Alternative Currency, same day or other funds as may be determined by the Applicable Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Discretionary Alternative Currency.

“Sanctioned Country” means, at any time, a country or territory that is the subject or target of any Sanctions that broadly prohibit dealings with that country or territory (at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the U.S. Department of Treasury, (b) any Person listed in any Sanctions-related list of designated Persons maintained by the European Union or any EU member state, (c) any Person located, organized or resident in a Sanctioned Country or (d) any Person owned or controlled by any such Person or Persons.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the OFAC, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Screen Rate” has the meaning specified in the definition of the term “Eurocurrency Rate”.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“SEC Documents” means the Actavis SEC Documents, the WC SEC Documents, the Forest SEC Documents and, if the Allergan Acquisition is consummated, the Allergan SEC Documents.

“Securities Act” means the Securities Act of 1933.

“Securities Exchange Act” means the Securities Exchange Act of 1934.

“Special Notice Currency” means, at any time, an Alternative Currency or a Discretionary Alternative Currency that is not the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“SPV” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the

aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board of Governors of the Federal Reserve System of the United States to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subsidiary” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity (a) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or (b) that is, at the time any determination is made, otherwise Controlled, by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” will refer to a Subsidiary or Subsidiaries of Ultimate Parent.

“Subsidiary Guarantor” means (a) Actavis, (b) Actavis SCS and (c) each other Subsidiary of Ultimate Parent that, after the Effective Date, becomes a party to this Agreement as a “Guarantor”, either at the election of Intermediate Parent or as required by Section 6.12, by executing and delivering to the Administrative Agent a Subsidiary Guarantor Counterpart. As of the Effective Date, Actavis and Actavis SCS are the only Subsidiary Guarantors.

“Subsidiary Guarantor Counterpart” means the Subsidiary Guarantor Counterpart Agreement to be entered into by any Subsidiary Guarantor in favor of the Administrative Agent, substantially in the form of Exhibit G, with such modifications thereto as may be reasonably agreed by the Administrative Agent and Ultimate Parent in accordance with Section 10.10(b).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any netting agreement relating to such Swap

Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender) or any third party in the business of determining such values acceptable to the Administrative Agent.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05.

“Swing Line Lender” means JPMCB in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.05(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b), which, if in writing, shall be substantially in the form of Exhibit H.

“Swing Line Sublimit” means an amount equal to the lesser of $75,000,000 and the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment), and the amount of such obligation shall be the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as capital lease.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transactions” means, collectively, (a) the Allergan Acquisition, (b) the Refinancing, (c) the execution and delivery of this Agreement and the extensions of credit hereunder, (d) the execution and delivery of the Existing Actavis Term Loan Credit Agreement, (e) the execution and delivery of the WC Term Loan Credit Agreement, (f) the execution and delivery of the New Actavis Term Loan Credit Agreement and any borrowing of loans thereunder, (g) the execution and delivery of the definitive documentation for the Allergan Bridge Facility and any borrowing of loans thereunder, (h) the execution and delivery of the definitive documentation for the Allergan Cash Bridge Facility and any borrowing of loans thereunder, (i) the incurrence by Ultimate Parent or any of its Subsidiaries of any Allergan Acquisition Indebtedness or any other Indebtedness incurred for the purpose of financing the Allergan Acquisition and any related transactions and (j) the issuance and sale by Ultimate Parent of its

common or mandatorily convertible preferred Equity Interests for the purpose of financing the Allergan Acquisition and the related transactions.

“Type” means (a) with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan, and (b) with respect to a Bid Loan, its character as an Absolute Rate Loan or a Eurocurrency Margin Bid Loan.

“Ultimate Parent” means Actavis plc, a public limited company incorporated under the laws of Ireland, and its successors permitted hereunder; provided that any successor shall expressly assume all of the prior Ultimate Parent’s rights and obligations under this Agreement and the other Loan Documents in accordance with Section 7.03 and pursuant to documentation reasonably satisfactory to the Administrative Agent and such successor.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.04(c)(ii).

“Unused Commitment Fees” has the meaning specified in Section 2.10(a).

“US Dollar” and “$” mean lawful money of the United States.

“US Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in US Dollars, such amount and (b) with respect to any amount denominated in any Alternative Currency or any Discretionary Alternative Currency, the equivalent amount thereof in US Dollars as determined by the Administrative Agent pursuant to Section 1.04 on the basis of the Exchange Rate (determined as of the most recent applicable Revaluation Date) with respect to such Alternative Currency or such Discretionary Alternative Currency in effect for such amount on such date.

“US Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“VAT” means (a) any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (b) any other Tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such Tax referred to in clause (a) of this definition, or imposed elsewhere.

“VAT Supplier” has the meaning specified in Section 3.01(i).

“VAT Recipient” has the meaning specified in Section 3.01(i).

“VAT Relevant Party” has the meaning specified in Section 3.01(i).

“Voidable Transfer” has the meaning specified in Section 9.10.

“Xxxxxx Xxxxxxxx” means Xxxxxx Xxxxxxxx plc, a public limited company incorporated under the laws of Ireland.

“Xxxxxx Xxxxxxxx Company” means Xxxxxx Xxxxxxxx Company, LLC, a limited liability company organized under the Laws of Puerto Rico.

“Xxxxxx Xxxxxxxx Finance” means Xxxxxx Xxxxxxxx Finance, LLC, a Delaware limited liability company.

“WC SEC Documents” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by Xxxxxx Xxxxxxxx with the SEC or furnished by Xxxxxx Xxxxxxxx to the SEC pursuant to the Securities Exchange Act.

“WC Term Loan Credit Agreement” means that certain Second Amended and Restated WC Term Loan Credit and Guaranty Agreement, dated as of December 17, 2014, among Ultimate Parent, Intermediate Parent, Xxxxxx Xxxxxxxx Finance, Xxxxxx Xxxxxxxx Corporation, a Delaware corporation, Actavis WC 2 S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg, and Xxxxxx Xxxxxxxx Company, as borrowers, each lender from time to time party thereto and Bank of America, N.A., as administrative agent thereunder, as amended, restated, supplemented, modified, extended, renewed, refinanced or replaced from time to time, whether or not with the same lenders or agents.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association, and its successors.

“Xxxxx Fargo Fee Letter” means that certain Xxxxx Fargo fee letter, dated December 16, 2014, among Ultimate Parent, the Borrower, Xxxxx Fargo and Xxxxx Fargo Securities, LLC.

“Wholly Owned Subsidiary” means, with respect to any Person, a Subsidiary of such Person all the Equity Interests of which (except for directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable Law) are, at the time any determination is being made, owned, Controlled or held by such Person and/or one or more Wholly Owned Subsidiaries of such Person.

“Withholding Agents” means any Loan Party, the Administrative Agent and the London Agent.

SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein will apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation”. The word “will” will be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person will be construed to include such Person’s successors and permitted assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import when used in any Loan Document, will be construed to refer to such Loan Document in its entirety and not to any

particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules will be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law will include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation will, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” will be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and will not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03. Accounting Terms. (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, subject to the last sentence of Section 1.03(b). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Ultimate Parent and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Ultimate Parent or the Required Lenders shall so request, the Administrative Agent, the Lenders and Ultimate Parent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Ultimate Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, leases will be accounted for, and all calculations, ratios and computations with respect to leases contained in this Agreement will be computed with respect to each lease, without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease as a capital lease where such lease would not have been required to be so treated under GAAP as in effect on the date hereof.

(c) Pro Forma Calculations. All pro forma computations required to be made hereunder giving effect to any Material Acquisition or Material Disposition shall be calculated after giving pro forma effect thereto (and to any other such transaction consummated

since the first day of the period for which such pro forma computation is being made and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter of Ultimate Parent for which financial statements shall have been delivered pursuant to Section 6.01(a) or 6.01(b) (or, prior to the first such delivery, ending with the most recent fiscal quarter referred to in Section 5.05(a)), and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness and any related cost savings, operating expense reductions and synergies which, in the case of reductions in cost, (i) are calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act or (ii) are implemented, committed to be implemented, the commencement of implementation of which has begun or is reasonably expected to be implemented in good faith by the business that was the subject of any such asset acquisition or disposition within twelve (12) months of the date of such asset acquisition or disposition and that are factually supportable and quantifiable and expected to have a continuing impact, as if, in the case of each of clauses (i) and (ii), all such reductions in costs had been effected as of the beginning of such period, decreased by any non-one-time incremental expenses incurred or to be incurred during such period in order to achieve such reduction in costs. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness).

SECTION 1.04. Exchange Rates; US Dollar Equivalents. The Administrative Agent will determine, for each Loan or L/C Obligation denominated in an Alternative Currency or a Discretionary Alternative Currency, as of each applicable Revaluation Date, the Exchange Rate to be used for calculating the US Dollar Equivalent amount thereof. Such Exchange Rate shall become effective as of such Revaluation Date and shall be the Exchange Rate employed in determining the US Dollar Equivalent of such Loan or L/C Obligation until the next Revaluation Date to occur in respect of such Loan or L/C Obligation. The Administrative Agent shall notify the Borrower, the Lenders and the applicable L/C Issuer of each determination of the US Dollar Equivalent of each Loan and each L/C Obligation.

SECTION 1.05. Additional Alternative Currencies. (a) The Borrower may from time to time request that Eurocurrency Rate Committed Loans be made and/or Letters of Credit be issued in a currency other than Euro, Sterling or US Dollars; provided that such requested currency is freely available, freely transferable and freely convertible into US Dollars and dealings in deposits are carried on in such requested currency in the London interbank market; provided further that (i) in the case of any such request with respect to the making of Eurocurrency Rate Committed Loans, such request will be subject to the approval of the Administrative Agent and each Lender and (ii) in the case of any such request with respect to Letters of Credit, such request will be subject to the approval of the Administrative Agent and, as to Letters of Credit to be issued by such L/C Issuer, each L/C Issuer.

(b) Any such request will be made to the Administrative Agent not later than 10:00 a.m., New York City time, twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Committed Loans, the Administrative Agent will promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent will promptly notify each L/C Issuer thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Committed Loans) or each L/C Issuer (in the case of a request pertaining to Letters of Credit) will

notify the Administrative Agent, not later than 10:00 a.m., New York City time, ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Committed Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Lender or an L/C Issuer to respond to such request within the time period specified in the preceding sentence will be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Committed Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Committed Loans in such requested currency, the Administrative Agent will so notify the Borrower and Ultimate Parent and such currency will thereupon be deemed to be an “Alternative Currency” hereunder for purposes of any Eurocurrency Rate Committed Loans; and if the Administrative Agent and any L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent will so notify the Borrower and such currency will thereupon be deemed for all purposes to be an “Alternative Currency” hereunder for purposes of any Letter of Credit issuances by such L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent will promptly so notify the Borrower and Ultimate Parent.

SECTION 1.06. Change of Currency. (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Effective Date will be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency will be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis will be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement will take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement will be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also will be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

SECTION 1.07. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time will be deemed to be the US Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit will be deemed to be the US Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 1.08. Rounding. Any financial ratios required to be maintained by Ultimate Parent pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

SECTION 2.01. Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrower in US Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate principal amount that will not result in (a) the Total Outstandings exceeding the Aggregate Commitments, (b) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations), plus, in the case of the Swing Line Lender only, the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, exceeding such Lender’s Commitment, or (c) the aggregate Outstanding Amount of all Committed Loans, all Bid Loans and all L/C Obligations denominated in Alternative Currencies or Discretionary Alternative Currencies exceeding the Alternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Committed Loans denominated in US Dollars may be Base Rate Loans or Eurocurrency Rate Loans, and Committed Loans denominated in any Alternative Currency may only be Eurocurrency Rate Loans, all as further provided herein.

SECTION 2.02. Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of any Committed Borrowing denominated in US Dollars from one Type to the other, and each continuation of any Eurocurrency Rate Committed Borrowing will be made upon the Borrower’s irrevocable notice to the Applicable Agent, which must be given by hand delivery, fax or e-mail to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such written Committed Loan Notice must be received by the Applicable Agent not later than 12:00 noon, Local Time, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, or conversion to or continuation of, Eurocurrency Rate Committed Loans denominated in US Dollars (or, in the case of any Eurocurrency Rate Committed Borrowing denominated in US Dollars to be made on the Effective Date, such shorter period of time as may be agreed to by the Applicable Agent), (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Committed Borrowing of, or conversion to or continuation of, Eurocurrency Rate Committed Loans denominated in any Alternative Currency, and (iii) on the requested date of any Borrowing of, or conversion to, Base Rate Committed Loans; provided that if the Borrower wishes to request Eurocurrency Rate Committed Borrowing having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Applicable Agent not later than

12:00 noon, Local Time, (A) four (4) Business Days prior to the requested date of such Committed Borrowing of, conversion to or continuation of, Eurocurrency Rate Committed Loans denominated in US Dollars, or (B) five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested date of such Committed Borrowing, or conversion to or continuation of, Eurocurrency Rate Committed Loans denominated in any Alternative Currency, whereupon the Applicable Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, Local Time, (x) three (3) Business Days before the requested date of such Committed Borrowing of, or conversion to or continuation of, Eurocurrency Rate Committed Loans denominated in US Dollars, or (y) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Committed Borrowing of, or conversion to or continuation of, Eurocurrency Rate Committed Loans denominated in any Alternative Currency, the Applicable Agent will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.

Each Committed Loan shall be made as part of a Committed Borrowing consisting of Committed Loans of the same Type and in the same currency made by the Lenders ratably in accordance with their respective Commitments. Each Committed Borrowing initially shall be of the Type specified in the applicable Committed Loan Notice and, in the case of a Eurocurrency Rate Committed Borrowing, each Committed Borrowing shall have an initial Interest Period as specified in such applicable Committed Loan Notice. Thereafter, the Borrower may elect to convert such Committed Borrowing denominated in US Dollars to a Committed Borrowing of a different Type or to continue such Eurocurrency Rate Committed Borrowing and, in the case of a Eurocurrency Rate Committed Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.02. The Borrower may elect different conversion or continuation options with respect to different portions of the affected Committed Borrowing (and all references herein to conversion or continuation of a Committed Borrowing shall be understood to include any such election of different options with respect thereto), in which case each such portion shall be allocated ratably among the Lenders holding the Committed Loans comprising such Committed Borrowing, and the Committed Loans comprising each such portion shall be considered a separate Committed Borrowing.

At the commencement of each Interest Period for any Eurocurrency Rate Committed Borrowing, such Committed Borrowing shall be in a principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each Base Rate Committed Borrowing is made, such Committed Borrowing shall be in a principal amount that is an integral multiple of the Borrowing Multiple; provided that a Base Rate Committed Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Commitments.

Each Committed Loan Notice will specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of any Committed Borrowing denominated in US Dollars from one Type to the other, or a continuation of any Eurocurrency Rate Committed Borrowing, (ii) the requested date of such Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the aggregate principal amount and currency of Committed Loans to be borrowed or the existing Committed Borrowing that is to be converted or continued (and, if different conversion or continuation options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Committed Borrowing), (iv) the Type of each requested resulting Committed Borrowing, (v) the duration of the Interest Period with respect to each requested resulting Eurocurrency Rate Committed

Borrowing and (vi) if applicable, the location and number of the account of the Borrower to which funds are to be disbursed, which account shall be located in New York City, Switzerland or another jurisdiction acceptable to the Applicable Agent. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Borrower fails to specify a Type of the requested Committed Loans denominated in US Dollars in a Committed Loan Notice, then the applicable Committed Loans will be made as Base Rate Loans. If the Borrower fails to give timely notice requesting a conversion or continuation of any Eurocurrency Rate Committed Borrowing, such Eurocurrency Rate Committed Borrowing will be continued with an Interest Period of one month and in its original currency. If the Borrower requests a Committed Borrowing of, or conversion to or continuation of, Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Applicable Agent will promptly notify each Lender of the details thereof and of the amount (and currency) of its Applicable Percentage of each resulting Committed Borrowing. In the case of a Committed Loan Notice requesting the making of a Committed Borrowing, each Lender will make the amount of its Committed Loan to be made as part of such Committed Borrowing available to the Applicable Agent, in Same Day Funds for the applicable currency by wire transfer to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Lenders, not later than 1:00 p.m., Local Time, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Applicable Agent in the case of any Committed Loan denominated in an Alternative Currency, in each case on the date of such Committed Borrowing specified in the applicable Committed Loan Notice. The Applicable Agent will make such Committed Loans available to the Borrower by remitting the amounts so received, in Same Day Funds for the applicable currency by wire transfer to the account of the Borrower specified in the applicable Committed Loan Notice, not later than 2:00 p.m., Local Time, on the same Business Day such funds are so received by the Applicable Agent.

(c) Notwithstanding anything in this Agreement to the contrary, during the existence of an Event of Default, (i) no Committed Borrowing denominated in US Dollars may be converted to or continued as Eurocurrency Rate Committed Borrowing and (ii) no Eurocurrency Rate Committed Borrowing denominated in an Alternative Currency may be converted to or continued as a Committed Borrowing with an Interest Period of other than one month’s duration, in each case, without the consent of the Required Lenders.

(d) The applicable Base Rate or Eurocurrency Rate shall be determined by the Applicable Agent, and such determination shall be conclusive absent manifest error. The Applicable Agent will notify the Borrower and the Lenders of the Eurocurrency Rate applicable to any Eurocurrency Rate Committed Borrowing for any Interest Period promptly upon determination thereof. At any time that Base Rate Committed Loans are outstanding, the Administrative Agent will notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.

(e) Notwithstanding anything in this Agreement to the contrary, after giving effect to all Committed Borrowings, all conversions of Committed Borrowings denominated in US Dollars from one Type to the other, and all continuations of Eurocurrency Rate Committed

Borrowings, there will not be more than ten (10) Interest Periods in effect with respect to Eurocurrency Rate Committed Loans.

SECTION 2.03. Bid Loans. (a) General. Subject to the terms and conditions set forth herein, each Lender agrees that the Borrower may from time to time request the Lenders to submit offers to make loans in a Discretionary Alternative Currency (each such loan, a “Bid Loan”) to the Borrower prior to the Maturity Date pursuant to this Section 2.03; provided, however, that after giving effect to any Bid Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of all Bid Loans, all Committed Loans and all L/C Obligations denominated in Alternative Currencies or Discretionary Alternative Currencies shall not exceed the Alternative Currency Sublimit. There shall not be more than ten (10) different Interest Periods in effect with respect to Bid Loans at any time.

(b) Requesting Competitive Bids. The Borrower may request the submission of Competitive Bids by hand delivery, fax or e-mail of a Bid Request, appropriately completed and signed by a Responsible Officer of the Borrower, to the Applicable Agent not later than 12:00 noon, Local Time, five (5) Business Days prior to the requested date of any Bid Borrowing (or six (6) Business Days in the case of any Special Notice Currency). Each Bid Request shall specify (i) the requested date of the Bid Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Bid Loans requested (which shall be an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum), (iii) the Type and currency of Bid Loans requested, (iv) the duration of the Interest Period with respect thereto and (v) the requested Discretionary Alternative Currency. No Bid Request shall contain a request for (A) more than one Type or currency of Bid Loan or (B) Bid Loans having more than three different Interest Periods. Bid Loans may only be Absolute Rate Loans or Eurocurrency Margin Bid Loans. Unless the Applicable Agent otherwise agrees in its sole discretion, the Borrower may not submit a Bid Request if it has submitted another Bid Request within the prior 30 days.

(c) Submitting Competitive Bids. (i) The Applicable Agent shall promptly notify each Lender of each Bid Request received by it from the Borrower and the contents of such Bid Request.

(ii) Each Lender may (but shall have no obligation to) submit a Competitive Bid containing an offer to make one or more Bid Loans in response to such Bid Request. Such Competitive Bid must be delivered to the Applicable Agent not later than 11:30 a.m., Local Time, four (4) Business Days prior to the requested date of any Bid Borrowing (or five (5) Business Days in the case of any Special Notice Currency); provided, however, that any Competitive Bid submitted by JPMCB in its capacity as a Lender in response to any Bid Request must be submitted to the Applicable Agent not later than 11:15 a.m., Local Time, on the date on which Competitive Bids are required to be delivered by the other Lenders in response to such Bid Request. Each Competitive Bid shall specify (A) the proposed date of the Bid Borrowing, (B) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the bidding Lender, (y) must be an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested, (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate offered for each such Bid Loan and the Interest Period applicable thereto, (D) if the proposed Bid

Borrowing is to consist of Eurocurrency Margin Bid Loans, the Eurocurrency Bid Margin with respect to each such Eurocurrency Margin Bid Loan and the Interest Period applicable thereto, (E) that such bidding Lender may advance the Bid Borrowing in the proposed Discretionary Alternative Currency and (F) the identity of the bidding Lender.

(iii) Any Competitive Bid shall be disregarded if it (A) is received after the applicable time specified in clause (ii) above, (B) is not substantially in the form of a Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable Bid Request or (E) is otherwise not responsive to such Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error. The Applicable Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid.

(iv) Subject only to the provisions of Sections 3.02, 3.03 and 4.02 and clause (iii) above, each Competitive Bid shall be irrevocable.

(d) Notice to the Borrower of Competitive Bids. Not later than 12:00 noon, Local Time, four (4) Business Days prior to the requested date of any Bid Borrowing (or five (5) Business Days in the case of any Special Notice Currency), the Applicable Agent shall notify the Borrower of the identity of each Lender that has submitted a Competitive Bid that complies with Section 2.03(c) and of the terms of the offers contained in each such Competitive Bid.

(e) Acceptance of Competitive Bids. Not later than 12:30 p.m., Local Time, four (4) Business Days prior to the requested date of any Bid Borrowing (or five (5) Business Days in the case of any Special Notice Currency), the Borrower shall notify the Applicable Agent of its acceptance or rejection of the offers notified to it pursuant to Section 2.03(d). The Borrower shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. The Borrower may accept any Competitive Bid in whole or in part; provided that:

(i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Bid Request;

(ii) the principal amount of each Bid Loan must be an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum;

(iii) the acceptance of offers may be made only on the basis of ascending Absolute Rates or Eurocurrency Bid Margins within each Interest Period; and

(iv) the Borrower may not accept any offer that is described in Section 2.03(c)(iii) or that otherwise fails to comply with the requirements hereof.

(f) Procedure for Identical Bids. If two or more Lenders have submitted Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin, as the case may be, for the same Interest Period, and the result of accepting all of such Competitive Bids in whole

(together with any other Competitive Bids at lower Absolute Rates or Eurocurrency Bid Margins, as the case may be, accepted for such Interest Period in conformity with the requirements of Section 2.03(e)(iii)) would be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed the amount specified therefor in the related Bid Request, then, unless otherwise agreed by the Borrower, the Applicable Agent and such Lenders, such Competitive Bids shall be accepted as nearly as possible in proportion to the amount offered by each such Lender in respect of such Interest Period, with such accepted amounts being rounded to the nearest whole multiple of the Borrowing Multiple.

(g) Notice to Lenders of Acceptance or Rejection of Bids. The Applicable Agent shall promptly notify each Lender having submitted a Competitive Bid whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof that is not accepted by the Borrower by the applicable time specified in Section 2.03(e) shall be deemed rejected.

(h) Notice of Eurocurrency Rate. If any Bid Borrowing is to consist of Eurocurrency Margin Bid Loans, the Applicable Agent shall determine the Eurocurrency Rate for the relevant Interest Period, and promptly after making such determination shall notify the Borrower and the Lenders that will be participating in such Bid Borrowing of such Eurocurrency Rate.

(i) Funding of Bid Loans. Each Lender that has received notice pursuant to Section 2.03(g) that all or a portion of its Competitive Bid has been accepted by the Borrower shall make the amount of its Bid Loan(s) available to the Applicable Agent in Same Day Funds for the applicable Discretionary Alternative Currency by wire transfer to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Lenders, not later than 2:00 p.m., Local Time, on the date of the requested Bid Borrowing. The Applicable Agent shall make all funds so received available to the Borrower in Same Day Funds for the applicable Discretionary Alternative Currency by wire transfer to the account of the Borrower specified by it to the Applicable Agent (which account shall be located in a jurisdiction reasonably acceptable to the Applicable Agent) not later than 3:00 p.m., Local Time, on the date of the requested Bid Borrowing.

(j) Notice of Range of Bids. After each Competitive Bid auction pursuant to this Section 2.03, the Applicable Agent shall notify each Lender that submitted a Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and accepted for each Bid Loan and the aggregate amount of each Bid Borrowing.

SECTION 2.04. Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies (but in the case of any Alternative Currency other than Euro or Sterling, only if such Alternative Currency shall have been approved by such L/C Issuer as provided in Section 1.05) for the account of the Borrower or, so long as the Borrower is a joint and several co-applicant with respect thereto, any

other Subsidiary of Ultimate Parent, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.04(b), and (2) to honor complying drawings under the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of all Bid Loans, all Committed Loans and all L/C Obligations denominated in Alternative Currencies or Discretionary Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations), plus, in the case of the Swing Line Lender only, the aggregate Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for any L/C Credit Extension will be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the ability to obtain Letters of Credit will be fully revolving, and accordingly, during the foregoing period, Letters of Credit may be obtained to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

(ii) No L/C Issuer will issue any Letter of Credit if:

(A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension thereof, unless the Required Lenders have approved such expiry date, such Letter of Credit is Cash Collateralized or a back-stop letter of credit issued by a bank or financial institution reasonably acceptable to the Administrative Agent and the applicable L/C Issuer is provided therefor; or

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

(iii) No L/C Issuer will be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital

requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit issued to customers of such L/C Issuer that are similarly situated to the Borrower;

(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount the US Dollar Equivalent of which is less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit;

(D) such Letter of Credit is to be denominated in a currency other than US Dollars, Euro, Sterling or an Alternative Currency that has been approved by such L/C Issuer as provided in Section 1.05;

(E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; provided that such currency is not US Dollars; or

(F) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) No L/C Issuer will be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) Each L/C Issuer will act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer will have all of the benefits and immunities (A) provided to the Agents in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in Article X included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to any L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit; Expiration Date.

(i) Each Letter of Credit will be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower and, if applicable, any Subsidiary of Ultimate Parent that is a co-applicant with respect thereto. Such Letter of Credit Application must be received by hand delivery, e-mail or fax by the applicable L/C Issuer and the Administrative Agent not later than 3:00 p.m., Local Time, at least two (2) Business Days (or such later date and time as the Administrative Agent and the applicable L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount and currency (which shall be US Dollars or, subject to Section 2.04(a)(iii)(D), an Alternative Currency) thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (G) the purpose and nature of the requested Letter of Credit and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended, (B) the proposed date of amendment thereof (which shall be a Business Day), (C) the nature of the proposed amendment and (D) such other matters as the applicable L/C Issuer may require. Additionally, the Borrower will use its commercially reasonable efforts to furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing by hand delivery, fax or e-mail) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from the Lenders, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV will not then be satisfied (or waived), then, subject to the terms and conditions hereof, the applicable L/C Issuer will, on the requested date, issue a Letter of Credit for the account of the Borrower and, if applicable, any Subsidiary of Ultimate Parent that is a co-applicant with respect thereto, or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of the applicable L/C Issuer or the Lenders, the applicable L/C Issuer hereby grants to each Lender, and each Lender hereby irrevocably and unconditionally acquires from the applicable L/C Issuer, a risk participation in such Letter of Credit in an

amount equal to such Lender’s Applicable Percentage of the amount available to be drawn under such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower will not be required to make a specific request to the applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders will be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable L/C Issuer will not permit any such extension if (A) the applicable L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which must be in writing by hand delivery, fax or e-mail) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Lenders or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (or waived), and in each such case directing the applicable L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. The Borrower will promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower will be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(c) Drawings and Reimbursements; Funding of Participations. (i) On the Effective Date and without further action by any party hereto, each L/C Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from each L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Applicable Percentage of (i) the aggregate amount available to be drawn thereunder and (ii) the aggregate unpaid amount of any outstanding reimbursement obligations in respect thereof. Such participations shall be on all the same terms and conditions as participations otherwise granted under this Section 2.04(c).

(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer will notify the Borrower and the Administrative Agent promptly thereof. In the case of a Letter of Credit

denominated in an Alternative Currency, the Borrower will reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in US Dollars, or (B) in the absence of any such requirement for reimbursement in US Dollars, the Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse such L/C Issuer in US Dollars. In the case of any such reimbursement in US Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable L/C Issuer will notify the Borrower of the US Dollar Equivalent (which, solely for such purpose, shall be determined by the applicable L/C Issuer on the basis of the Exchange Rate determined by it as of the date of the applicable drawing) of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m., Local Time, on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in US Dollars, or not later than the Applicable Time specified by the Administrative Agent on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower will reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency (or, if notice of payment is delivered to the Borrower after 11:00 a.m., Local Time, on the Honor Date, the next Business Day). If the Borrower fails so to reimburse the applicable L/C Issuer by such time, the applicable L/C Issuer will promptly notify the Administrative Agent thereof, whereupon the Administrative Agent will promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in US Dollars in the amount of the US Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, (x) in the case of a drawing under a Letter of Credit denominated in an Alternative Currency, automatically and with no further action, the obligation of the Borrower to reimburse such drawing shall be permanently converted into an obligation to reimburse the Unreimbursed Amount and (y) the Borrower will be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the limitations set forth in Section 2.01 and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice), the proceeds of which will be used to satisfy the Borrower’s reimbursement obligations. Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(ii) may be given by telephone if immediately confirmed in writing by hand delivery, fax or e-mail; provided that the lack of such an immediate confirmation will not affect the conclusiveness or binding effect of such notice. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the Administrative Agent, the applicable L/C Issuer or any Lender to any stamp duty, ad valorem charge or similar Tax that would not be payable if such reimbursement were made or required to be made in US Dollars, the Borrower shall pay the amount of any such Tax requested by the Administrative Agent, such L/C Issuer or such Lender.

(iii) Each Lender will upon any notice from the Administrative Agent pursuant to Section 2.04(c)(ii) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent, for the account of the applicable L/C Issuer, in US Dollars in Same Day Funds by wire transfer to the account of the Administrative Agent most recently designated for such purpose by

notice to the Lenders, in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to Section 2.04(c)(iv), each Lender that so makes funds available will be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent will remit the funds so received to the applicable L/C Issuer in US Dollars in Same Day Funds.

(iv) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower will be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will be due and payable on demand (together with interest). In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.04(c)(iii) will be deemed payment in respect of its participation in such L/C Borrowing and will constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.04.

(v) If any L/C Issuer shall make any disbursement under any Letter of Credit, then, unless the Borrower shall reimburse such disbursement in accordance with this Section 2.04(c) in full on the Honor Date thereof, each resulting L/C Borrowing shall bear interest, for each day from and including the Honor Date to the date of reimbursement thereof in full, at (A) in the case of any Letter of Credit denominated in US Dollars, the rate per annum then applicable to Base Rate Committed Loans and (B) in the case of any Letter of Credit denominated in any Alternative Currency, a rate per annum determined by the applicable L/C Issuer (which determination will be conclusive absent manifest error) to represent its cost of funds plus the Applicable Rate used to determine interest applicable to Eurocurrency Rate Committed Loans; provided that if the Borrower fails to reimburse such disbursement when due pursuant to this Section 2.04(c), from and including the date of such failure such L/C Borrowing shall, on the US Dollar Equivalent thereof, bear interest at the default rate specified in Section 2.09(b). Interest accrued pursuant to this Section 2.04(c)(v) shall be for the account of the applicable L/C Issuer, except that interest accrued on and after the date of payment by any Lender of its applicable L/C Advance shall be for the account of such Lender to the extent of such L/C Advance, and shall be payable on demand.

(vi) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuers for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any L/C Issuer, any Loan Party, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the satisfaction of the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No L/C Advance will relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vii) If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(iii), then, without limiting the other provisions of this Agreement, the applicable L/C Issuer will be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vii) will be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute such payment to such L/C Issuer and to such Lender ratably on the basis of the portion of such Unreimbursed Amount represented by such Lender’s L/C Advance (taking into account the period of time during which such Lender’s L/C Advance was outstanding) in the same currency, and in the same funds, as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.04(c)(ii) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Lender will pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause will survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse each L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing will be absolute, unconditional and irrevocable, and will be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document, or any term or provision herein or therein;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party or any Subsidiary may have at any time against any beneficiary or

any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Ultimate Parent, the Borrower or any other Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, a discharge of, or provide a right of setoff against, Ultimate Parent, the Borrower or any other Subsidiary.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer will not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Agents, any of their respective Related Parties or any correspondent, participant or assignee of the applicable L/C Issuer will be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable, (ii) any action taken or omitted in the absence of its gross negligence, willful misconduct or bad faith, with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment, or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and will not, preclude the Borrower and/or another Subsidiary of Ultimate Parent, as applicable, from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Agents, any of their respective Related Parties or any correspondent, participant or assignee of the applicable L/C Issuer will be liable or responsible by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the matters described in clauses (i) through (v) of Section 2.04(e)), or any error, omission, interruption, loss or delay in transmission or delivery of

any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, however, that anything in the foregoing to the contrary notwithstanding, the Borrower and/or another Subsidiary of Ultimate Parent, as applicable, may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the Borrower or such other Subsidiary of Ultimate Parent, to the extent, but only to the extent, of any direct (as opposed to special, punitive, consequential or exemplary) damages suffered by it and that it proves were caused by (x) such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or (y) such L/C Issuer’s willful failure to pay or material breach in bad faith under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined by a court of competent jurisdiction in a final and nonappealable judgment. The parties hereto expressly agree that, in the absence of willful misconduct, gross negligence or bad faith on the part of an L/C Issuer (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may, in its sole discretion, either accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. The applicable L/C Issuer will not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit and those relating to payment of fees of correspondent banks in the case of Letters of Credit denominated in Alternative Currencies), the rules of the ISP will apply to each Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and each L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such L/C Issuer required under, or expressly authorized under the circumstances by, any applicable law, order, or practice that is required to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where such L/C Issuer or the beneficiary of any Letter of Credit is located, the practice stated in the ISP 98, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade, Inc. (BAFT), or the Institute of International Banking Law & Practice, whether or not any such law or practice is applicable to any Letter of Credit.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, in accordance with their Applicable Percentages, in US Dollars, a letter of credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the US Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees pursuant to this Section 2.04(h) for any period during which such Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.04; provided, however, any Letter of Credit Fees not payable for the account of a Defaulting Lender pursuant to this sentence shall be payable, to the maximum extent permitted by

applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or the applicable portion thereof), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fees and Documentary and Processing Charges Payable to L/C Issuers. The Borrower will pay directly to each L/C Issuer for its own account, in US Dollars, a fronting fee with respect to each Letter of Credit issued by it, at the rate per annum specified in the Agent Fee Letter, or the fee letter entered into with the applicable L/C Issuer, as applicable, computed on the US Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. Such fronting fee shall be (i) due and payable on the tenth (10th) Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or the applicable portion thereof), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit will be determined in accordance with Section 1.07. In addition, the Borrower will pay directly to each L/C Issuer for its own account, in US Dollars, the customary issuance, presentation, amendment, extension and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof will control.

(k) Reporting. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall report in writing to the Administrative Agent (i) on or prior to each Business Day on which such L/C Issuer issues, amends or extends any Letter of Credit, the date of such issuance, amendment or extension, and the currencies and amounts of the Letters of Credit issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension (and whether the amounts thereof shall have changed), it being agreed that such L/C Issuer shall not effect any issuance, extension or amendment resulting in an increase in the amount of any Letter of Credit without first obtaining written confirmation from the Administrative Agent that such issuance, extension or increase would not result in any limit referred to in Section 2.04(a)(i) being exceeded, (ii) on each Business Day on which such L/C Issuer makes any disbursement in respect of a Letter of Credit drawing, the date, currency and amount of such disbursement, (iii) on any Business Day on which a Borrower fails to reimburse a Letter of Credit drawing required to be reimbursed to such L/C Issuer on such day, the date of such failure and the currency and amount of such Letter of Credit drawing and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.

(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, any other Subsidiary of Ultimate Parent, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit (and the Borrower hereby irrevocably waives any defenses that might otherwise be available to it as a guarantor of the obligations of any such Subsidiary in respect of any such Letter of Credit). The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any other Subsidiary of Ultimate Parent inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

SECTION 2.05. Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in US Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations), plus, in the case of the Swing Line Lender only, the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, shall not exceed such Lender’s Commitment, and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Lender is at such time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or such Swing Line Loan and all other Swing Line Loans then outstanding as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, and provided further that the Borrower will not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan will be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender will be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Lender’s Applicable Percentage of the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing will be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon, Local Time, on the requested borrowing date, and must specify (i) the amount to be borrowed, which shall be an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, (ii) the requested borrowing date, which shall be a Business Day, and (iii) the location and number of the account of the Borrower to which funds are to be disbursed, which account shall be located in New York City. Each such telephonic notice must be confirmed promptly by hand delivery, fax

or e-mail to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic or written Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof and, in the case of a written Swing Line Notice, will provide the Administrative Agent with a copy thereof. Unless the Swing Line Lender has received written notice from the Administrative Agent (including at the request of the Lenders) prior to the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV will not be satisfied (or waived), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower by wire transfer of Same Day Funds to the account of the Borrower specified in the applicable Swing Line Loan Notice.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request will be made in writing (which written request will be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Committed Loans, but subject to the limitations set forth in Section 2.01 and the satisfaction of the conditions set forth in Section 4.02. The Swing Line Lender will furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender severally agrees to make available (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) to the Administrative Agent, for the account of the Swing Line Lender, an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice, in Same Day Funds by wire transfer to the account of the Administrative Agent most recently designated for such purpose by notice to the Lenders for US Dollar-denominated payments, not later than 2:00 p.m., Local Time, on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available will be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent will remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by a Base Rate Committed Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein will be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) will be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender will be entitled to recover from such Lender,

on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid will constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) will be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) will be absolute and unconditional and will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Loan Party, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.05(c) is subject to the satisfaction of the conditions set forth in Section 4.02. No such funding of risk participations will relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Lender has funded its risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender will pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause will survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender will be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.05 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage will be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower will make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.06. Prepayments. (a) The Borrower may, by hand delivery, fax or e-mail of a Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, to the Applicable Agent, at any time or from time to time voluntarily prepay any Committed Borrowing in whole or in part, without premium or penalty; provided that (i) such Prepayment Notice must be received by the Applicable Agent not later than 11:00 a.m., Local Time, (A) three (3) Business Days prior to any date of prepayment of any Eurocurrency Rate Committed Borrowing denominated in US Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of any Eurocurrency Rate Committed Borrowing denominated in Special Notice Currencies) prior to the date of prepayment of any Eurocurrency Rate Committed Borrowing denominated in Alternative Currencies, and (C) on the date of prepayment of any Base Rate Committed Borrowing and (ii) any prepayment of Committed Loans must be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum for the applicable currency or, in each case, if less, the entire principal amount thereof then outstanding. Each Prepayment Notice shall specify the prepayment date, the Committed Borrowing or Committed Borrowings to be prepaid and the principal amount of each Committed Borrowing or portion thereof to be prepaid. The Applicable Agent will promptly notify each Lender of its receipt of each Prepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment of any Committed Borrowing. If a Prepayment Notice is given by the Borrower, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein; provided that, subject to Section 3.05, such Prepayment Notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Applicable Agent on or prior to the specified date of prepayment) if such condition is not satisfied and, in the case of such revocation, the Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment of a Committed Loan shall, to the extent required by Section 2.09(d), be accompanied by all accrued interest on the amount prepaid and, in the case of any prepayment of Eurocurrency Rate Committed Loans on any day other than on the last day of the Interest Period applicable thereto, shall be subject to Section 3.05. Each prepayment of a Committed Borrowing shall be applied ratably to the Committed Loans comprising the prepaid Committed Borrowing.

(b) The Borrower may, by hand delivery, fax or e-mail of a Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part, without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon, Local Time, on the date of the prepayment and (ii) any such prepayment will be in a minimum principal amount equal to the Borrowing Multiple. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein; provided that if such notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked by the Borrower (by notice to the Swing Line Lender and the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination is revoked in accordance with Section 2.07 and, in the case of such revocation, the Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment of a Swing Line Loan shall be accompanied by all accrued interest on the amount prepaid. No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender.

(c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, no later than the next Business Day after receipt of such notice, the Borrower shall prepay Committed Borrowings and/or Swing Line Borrowings (and, if no Committed Borrowings or Swing Line Borrowings are outstanding, shall deposit Cash Collateral in respect of L/C Obligations) in an aggregate amount equal to the lesser of (i) the amount necessary to eliminate such excess and (ii) the Total Outstandings (less the aggregate principal amount of Bid Loans then outstanding).

(d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and all Letters of Credit denominated in an Alternative Currency or a Discretionary Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrower shall prepay Committed Borrowings denominated in an Alternative Currency (and, if no Committed Borrowings denominated in an Alternative Currency are outstanding, shall deposit Cash Collateral in respect of Letters of Credit denominated in an Alternative Currency) in an aggregate amount equal to the lesser of (i) the amount necessary to eliminate such excess and (ii) the sum of the Outstanding Amount of such Committed Borrowings and the Outstanding Amount of the L/C Obligations in respect of such Letters of Credit.

SECTION 2.07. Termination or Reduction of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. The Borrower may, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (a) any such notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, three (3) Business Days prior to the date of termination or reduction, (b) any such partial reduction will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Borrower will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Borrower has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall automatically be reduced by the amount of such excess. Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of termination) if such condition is not satisfied and, in the case of such revocation, such termination will not be effective. Promptly following receipt of any notice pursuant to Section 2.07, the Administrative Agent will notify the Lenders of the details thereof. Any partial reduction of the Aggregate Commitments will be applied to the Commitment of each Lender according to its Applicable Percentage. Any termination or reduction of the Commitments shall be permanent. All Unused Commitment Fees accrued through the date of any termination or reduction of the Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be payable on the date of such termination or reduction. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

SECTION 2.08. Repayment of Loans. (a) The Borrower will repay to the Applicable Agent, for the account of the Lenders, on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.

(b) The Borrower shall repay to the Applicable Agent, for the account of the applicable Bid Loan Lender, each Bid Loan on the last day of the Interest Period in respect thereof.

(c) The Borrower will repay to the Swing Line Lender each Swing Line Loan on the earlier to occur of (i) the date five (5) Business Days after such Swing Line Loan is made and (ii) the Maturity Date, provided that on each date that a Committed Borrowing is made, the Borrower shall repay to the Swing Line Lender all Swing Line Loans that were outstanding on such date.

SECTION 2.09. Interest. (a) Subject to the provisions of Section 2.09(b), (i) each Eurocurrency Rate Committed Loan denominated in US Dollars will bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Eurocurrency Rate for such Interest Period plus the Applicable Rate, (ii) each Eurocurrency Rate Committed Loan denominated in an Alternative Currency will bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate, (iii) each Base Rate Committed Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Rate, (iv) each Bid Loan shall bear interest on the outstanding principal amount thereof for the Interest Period therefor at a rate per annum determined in accordance with Section 2.03, and (v) each Swing Line Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount (including any Unreimbursed Amount) payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in Section 2.09(a) or (ii) in the case of any other amount, 2.00% per annum plus the rate applicable to Base Rate Committed Loans as provided in Section 2.09(a).

(c) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d) Interest on each Loan will be due and payable in arrears on each Interest Payment Date applicable thereto, at such other times as may be specified herein and upon termination of the Aggregate Commitments; provided that (i) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Committed Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Eurocurrency Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. All interest shall be payable in the currency in which the applicable Loan is denominated. Interest hereunder will be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.10. Fees. In addition to certain fees described in Sections 2.04(h) and 2.04(i):

(a) Unused Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender (subject to Section 2.17, in the case of any Defaulting Lender), an unused commitment fee (collectively, the “Unused Commitment Fees”) in US Dollars equal to the Applicable Rate times the actual daily amount by which the Commitment of such Lender exceeds the sum of the Outstanding Amount of all the Committed Loans of such Lender and its Applicable Percentage of the Outstanding Amount of all the L/C Obligations. The Unused Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Unused Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of calculating the Unused Commitment Fee only, no portion of the Commitments shall be deemed utilized as a result of outstanding Swing Line Loans.

(b) Other Fees.

(i) The Borrower will pay to the Arrangers and the Administrative Agent, for their own respective accounts, in US Dollars, fees in the amounts and at the times specified in the Fee Letters.

(ii) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Arrangers or the applicable L/C Issuer, in the case of fees payable to it) for distribution, in the case of Unused Commitment Fees and Letter of Credit Fees, to the Lenders entitled thereto. All fees will be fully earned when paid and will not be refundable for any reason whatsoever.

SECTION 2.11. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by reference to the Prime Rate and any Alternative Currency Loan denominated in Sterling (or any other currency with which it is customary to compute interest on the basis of a year of 365 or 366 days, as the case may be) will be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest will be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies and Discretionary Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice, as expressly agreed by the Borrower and the Applicable Agent. Interest will accrue on each Loan for the day on which the Loan is made, and will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made will, subject to Section 2.13(a), bear interest for one day. Each determination by any Agent of an interest rate or fee hereunder will be conclusive and binding for all purposes, absent manifest error.

SECTION 2.12. Evidence of Debt. (a) The Credit Extensions made by each Lender will be evidenced by one or more accounts or records maintained by such Lender and by

the Agents in the ordinary course of business. The accounts or records maintained by the Agents and each Lender will be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so will not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. The Administrative Agent will provide to the Borrower or Ultimate Parent, upon their request, a statement of Loans, payments and other transactions pursuant to this Agreement. Such statement will be deemed correct, accurate, and binding on the Borrower (except for corrections and errors discovered by any Agent), unless the Borrower or Ultimate Parent notifies the Administrative Agent in writing to the contrary within thirty (30) days after such statement is rendered. In the event a timely written notice of objections is given by the Borrower or Ultimate Parent, only the items to which exception is expressly made will be considered to be disputed by the Borrower. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Agents in respect of such matters, the accounts and records of the Agents will control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower will execute and deliver to such Lender (through the Administrative Agent) a Note, which will evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.12(a), each Lender and the Administrative Agent will maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent will control in the absence of manifest error.

SECTION 2.13. Payments Generally; Agents’ Clawback. (a) General. All payments to be made by the Borrower will be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency or a Discretionary Alternative Currency, all payments by the Borrower hereunder will be made to the Administrative Agent, for the account of the Lenders to which such payments are due, except that (i) payments pursuant to Sections 2.05(f), 3.01, 3.04, 3.05 and 11.04 shall be made directly to the Persons entitled thereto, and payments to be made directly to an L/C Issuer as expressly provided herein shall be so made, in each case in US Dollars and in Same Day Funds not later than 1:00 p.m., Local Time, on the date specified herein and (ii) all other payments under each Loan Document (including all fees) shall be made in US Dollars. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency or a Discretionary Alternative Currency will be made to the London Agent, for the account of the Lenders to which such payments are owed, in the currency of the applicable Loan in Same Day Funds, not later than the Applicable Time specified by the London Agent on the dates specified herein. All such payments to any Agent shall be made to such account as may be specified by such Agent. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency or a Discretionary Alternative Currency, it will make such payment in US Dollars in the US Dollar Equivalent of the Alternative Currency or the Discretionary Alternative Currency payment amount. Each Agent

shall distribute any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. All payments received by any Agent (A) after 1:00 p.m., Local Time, in the case of payments in US Dollars, or (B) after the Applicable Time specified by such Agent in the case of payments in an Alternative Currency or a Discretionary Alternative Currency, will in each case be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to accrue. If any payment to be made by the Borrower will come due on a day that is not a Business Day, payment will be made on the next following Business Day, except (x) as otherwise set forth in the definition of “Interest Period” or “Maturity Date”, (y) that no payment will extend past the end of the Availability Period or (z) as otherwise agreed between the Borrower and Bid Loan Lender with respect to a Bid Loan, and such extension of time will be reflected in computing interest or fees, as the case may be.

(b) Funding by Lenders; Presumption by the Agents.

(i) Unless any Agent will have received notice from a Lender prior to the proposed date of any Committed Borrowing that such Lender will not make available to such Agent such Lender’s share of such Committed Borrowing, such Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to such Agent, then the applicable Lender and the Borrower severally agree to pay to such Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to such Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, (x) if denominated in US Dollars, the interest rate applicable to Base Rate Committed Loans and (y) if denominated in an Alternative Currency, the interest rate applicable to the subject Loan. If the Borrower and such Lender shall pay such interest to the applicable Agent for the same or an overlapping period, such Agent will promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the applicable Agent, then the amount so paid will constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower will be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the applicable Agent.

(ii) Payments by the Borrower; Presumptions by the Agents. Unless any Agent will have received notice from the Borrower prior to the date on which any payment is due to such Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrower will not make such payment, such Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such L/C Issuer, as the case may be, severally agrees to repay to the applicable Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Agent, at the Overnight Rate.

(iii) A notice of any Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.13(b) will be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. In the event that any Lender made available to any Agent funds for any Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by such Agent because the conditions to the applicable Credit Extension set forth in Section 4.02 are not satisfied (or waived in accordance with Section 11.01), such Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder will not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender will be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e) Funding Source. Nothing herein will be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

SECTION 2.14. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or such participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion will (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as will be equitable, so that the benefit of all such payments will be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their respective Committed Loans and the participations held by them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations will be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 2.14 will not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant.

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Laws, that any Lender acquiring a participation pursuant to the

foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

SECTION 2.15. Increase in Commitments. (a) Request for Increase. Provided there exists no Default and no Default would immediately result therefrom, upon written notice to the Administrative Agent (which will promptly notify the Lenders), the Borrower may from time to time request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $350,000,000; provided that any such request for an increase will be in a minimum amount of $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) will specify the time period within which each Lender is requested to respond (which will in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Increase. Each Lender will notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment, which decision shall be in such Lender’s sole discretion, and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period will be deemed to have declined to increase its Commitment.

(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent will notify the Borrower and Ultimate Parent and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to an Incremental Joinder Agreement.

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Borrower will determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent will promptly notify the Borrower and Ultimate Parent and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower will deliver to the Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower, if the Administrative Agent reasonably deems such resolutions necessary, approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clauses (a) and (b) of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower will prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15.

(f) Conflicting Provisions. This Section 2.15 will supersede any provisions in Section 2.14 or 11.01 to the contrary.

SECTION 2.16. Cash Collateral. (a) Certain Credit Support Events.

(i) Upon the request of the Administrative Agent or any L/C Issuer (A) if such L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing or (B) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, promptly, but in any event, if such request is made by 1:00 p.m., Local Time, on the same Business Day and, if such request is made after 1:00 p.m., Local Time, on the next Business Day, Cash Collateralize the then Outstanding Amount of all L/C Obligations.

(ii) At any time that there shall exist a Defaulting Lender, upon the request of the Administrative Agent, any L/C Issuer or the Swing Line Lender, the Borrower shall promptly, but in any event, if such request is made by 1:00 p.m., Local Time, on the same Business Day and, if such request is made after 1:00 p.m., Local Time, on the next Business Day, deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure relating to such Defaulting Lender (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(iii) In addition, if the Administrative Agent notifies the Borrower and Ultimate Parent at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) will be maintained in blocked, segregated interest-bearing (such interest to be for the account of the Borrower if such Cash Collateral was provided by the Borrower) deposit accounts (“Cash Collateral Accounts”) at the Administrative Agent or, if consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), another depositary institution that is a Lender; provided that the Borrower shall cause any depositary institution other than the Administrative Agent to take any actions necessary to enable the Administrative Agent to obtain Control (within the meaning of Section 9-104 of the Uniform Commercial Code as from time to time in effect in the State of New York) of such Cash Collateral Accounts, including executing and delivering and causing the relevant depositary bank to execute and deliver an agreement in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such Cash Collateral Accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby (including by reason of exchange rate fluctuations), the Borrower or the relevant Defaulting Lender will,

promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.04, 2.05, 2.06, 2.17 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(c))) or (ii) upon the Borrower’s request if there exists Cash Collateral in excess of the requirements of this Section 2.16; provided, however, that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03).

SECTION 2.17. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then the following provisions shall apply until such time as such Lender is no longer a Defaulting Lender:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement or any other Loan Document shall be restricted as set forth in Section 11.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by any Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Line Lender, to be held as Cash Collateral for future funding obligations of such Defaulting Lender in respect of any participation in any Swing Line Loan or Letter of Credit; fourth, as Ultimate Parent may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Ultimate Parent, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Advances owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Advances owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. Such Defaulting Lender (x) shall not be entitled to receive any Unused Commitment Fee pursuant to Section 2.10(a) (and the Borrower shall not be required to pay any Unused Commitment Fee that otherwise would have been required to be paid to such Defaulting Lender) for any period during which such Lender is a Defaulting Lender and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.04(h).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided that such reallocation shall be given effect only to the extent that, after giving effect thereto, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of such Lender.

(v) No Default. Operation of the allocations provided in clauses (ii) through (iv) above shall not be deemed to result in a default of the Borrower’s or any other Loan Party’s obligations to a Defaulting Lender under this Agreement or any other Loan Document.

(b) Defaulting Lender Cure. If Ultimate Parent, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date such confirmation is so received or the effective date specified in such notice (and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)), as applicable, such Lender will, to the extent applicable, purchase that portion of outstanding Committed Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of

Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by Ultimate Parent and each Lender) whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01. Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Withholding Agent, as the case may be, including upon the basis of the information and documentation to be delivered pursuant to Section 3.01(e).

(ii) If any Withholding Agent shall be required by applicable Law to withhold or deduct any Taxes, including both United States federal backup withholding and withholding Taxes, from any payment, then (A) the Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required, including based upon the information and documentation it has received pursuant to Section 3.01(e), (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of Section 3.01(a), the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws, except for Other Taxes resulting from an assignment by any Lender pursuant to Section 11.06(b) if such assignment is not at the request of Ultimate Parent or the Borrower pursuant to Section 11.13.

(c) Tax Indemnifications. (i) Without limiting or duplication of the provisions of Section 3.01(a) or 3.01(b), each Loan Party shall, and does hereby, indemnify each Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by

such Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of any counsel for such Agent, such Lender or such L/C Issuer) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Agent, each Lender and each L/C Issuer agrees to give written notice to the Borrower and Ultimate Parent of the assertion of any claim against such Agent, such Lender or such L/C Issuer, as the case may be, relating to such Indemnified Taxes no later than 180 days after the principal officer of such party responsible for administering this Agreement obtains knowledge thereof. Each Loan Party shall also, and does hereby, indemnify each Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to such Agent as required by Section 3.01(c)(ii) after such Agent has exercised such remedies provided in Section 3.01(c)(ii) as such Agent in its good faith discretion determines to be appropriate. A certificate as to any amount due pursuant to this Section 3.01(c)(i) delivered to the Borrower and Ultimate Parent by a Lender or a L/C Issuer (with a copy to the Administrative Agent), or by any Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of Section 3.01(a) or 3.01(b), and except as provided below, each Lender and each L/C Issuer shall, and does hereby, indemnify the Loan Parties and each Agent, and shall make payment in respect thereof within 20 days after demand therefor, against any and all (A) Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender or such L/C Issuer incurred by or asserted against the Loan Parties or any Agent by any Governmental Authority in connection with any Loan Document and any and all related penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or such Agent) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, and (B) without duplication of clause (A), Taxes and any and all related penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or any Agent) incurred by or asserted against the Loan Parties or such Agent by any Governmental Authority as a result of the failure by such Lender or such L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to the Borrower, Ultimate Parent or any Agent pursuant to Section 3.01(e). In no event, however, shall any Lender or L/C Issuer indemnify the Loan Parties for any Taxes other than Excluded Taxes. Each Lender and each L/C Issuer hereby authorizes each Agent (on its own behalf or on behalf of such Lender or such L/C Issuer) to set off and apply any and all amounts (including interest and fees) at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to any Agent under this Section 3.01(c)(ii). The agreements in this Section 3.01(c)(ii) shall survive the resignation and/or replacement of any Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments. Upon request by the Borrower, Ultimate Parent or any Agent, as the case may be, after any payment of Taxes by the Loan Parties or by any Agent to a Governmental Authority as provided in this Section 3.01, the Borrower or Ultimate

Parent shall deliver to such Agent or such Agent shall deliver to the Borrower or Ultimate Parent, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Laws to report such payment or other evidence of such payment reasonably satisfactory to Ultimate Parent or such Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Each Agent, each Lender and each L/C Issuer shall deliver to the Borrower, Ultimate Parent and to each Agent (if applicable), if reasonably requested by the Borrower, Ultimate Parent or such Agent in writing, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower, Ultimate Parent or such Agent, as the case may be, to determine (A) whether or not payments made by the Loan Parties hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the entitlement of such Agent, such Lender or such L/C Issuer to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Person by the Loan Parties pursuant to this Agreement or otherwise to establish such Person’s status for withholding tax purposes in the applicable jurisdictions. Notwithstanding anything to the contrary in this Section 3.01(e), the completion, execution and submission of the documentation referred to in this Section 3.01(e) (other than such documentation set forth in Sections 3.01(e)(ii)(A), (ii)(B)(I), (ii)(B)(II), (ii)(B)(III), (ii)(B)(IV) and 3.01(g)) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a US Person shall, on or prior to the date it becomes a party to this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (A)), deliver to the Borrower and the Administrative Agent two properly completed and executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will establish its exemption from backup withholding; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Foreign Lender under this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (B), or upon the request of the Borrower or any Agent, but only if such Foreign Lender is legally entitled to do so), two of whichever of the following is applicable:

(I) properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II) properly completed and executed originals of IRS Form W-8ECI or W-8EXP (or successor form),

(III) to the extent a Foreign Lender is not the beneficial owner of such payments, properly completed and executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (or successor form), and all required supporting documentation, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide certification documents on behalf of each such direct and indirect partner,

(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1, I-2, I-3 or I-4, as applicable, and (y) properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form), or

(V) properly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or any Agent to determine the withholding or deduction required to be made.

(iii) Each Agent, each Lender and each L/C Issuer shall promptly (A) notify the Borrower, Ultimate Parent and each Agent (if applicable) of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including, in the case of any Lender, the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that any Loan Party or such Agent make any withholding or deduction for Taxes from amounts payable to such Person.

(iv) The Borrower shall promptly deliver to any Agent, any Lender or any L/C Issuer, as such Agent, such Lender or such L/C Issuer shall reasonably request in writing, in a timely fashion after the Effective Date, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Agent, such Lender or such L/C Issuer under such Laws in connection with any payment by such Agent, such Lender or such L/C Issuer of Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall any Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Agent, any Lender or any L/C Issuer determines, in its sole discretion reasonably exercised in good faith, that it has received a refund (including, for this purpose, a credit in lieu of a refund) of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which a Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by such Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of such Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to such Loan Party to such Agent, such Lender or such L/C Issuer in the event such Agent, such Lender or such L/C Issuer is required to repay such refund to such Governmental Authority. This Section 3.01(f) shall not be construed to require any Agent, any Lender or any L/C Issuer to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Loan Parties or any other Person.

(g) Additional Withholding Documentation. If a payment made to a Lender under this Agreement may be subject to United States federal withholding Tax under FATCA, such Lender shall deliver to the Borrower, Ultimate Parent and the Administrative Agent, at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Borrower, Ultimate Parent or the Administrative Agent, such documentation prescribed by applicable Law and such additional documentation reasonably requested by the Borrower, Ultimate Parent or the Administrative Agent to comply with its withholding obligations, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.01(g), “FATCA” shall include any amendments made to FATCA after the Effective Date.

(h) Defined Terms. For purposes of this Section 3.01, the term “applicable Law” includes FATCA.

(i) VAT.

(i) All amounts set out or expressed in any Loan Document to be payable by any party to any Agent or any Lender that (in whole or in part) constitute the consideration for a supply for VAT purposes shall, except as otherwise agreed by such Agent or such Lender, as applicable, be deemed to be exclusive of any VAT that is chargeable on such supply. Subject to Section 3.01(i)(ii), if VAT is or becomes chargeable on any supply made by any Agent or any Lender to any party under any Loan Document, such party shall pay to such Agent or such Lender, as applicable (in addition to and at the same time as paying any other consideration for such supply), an amount equal to the amount of such VAT (and such Agent or such Lender, as applicable, shall have delivered to such party an invoice complying with the applicable legal requirements) unless such party is obligated by applicable Law to account directly to the applicable Governmental Authority for such VAT or such Agent or such Lender, as

applicable, has reasonably determined that it is entitled to a refund or credit in respect of the amount of such VAT.

(ii) If VAT is or becomes chargeable on any supply made by any Agent or any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under any Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), then: (x) in the case where the VAT Supplier is the Person required to account to the relevant tax authority for the VAT, the VAT Relevant Party shall also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT, and the VAT Recipient shall (where the immediately foregoing clause (x) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Governmental Authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (y) in the case where the VAT Recipient is the Person required to account to the relevant Governmental Authority for the VAT, the VAT Relevant Party shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant Governmental Authority in respect of that VAT.

(iii) Where any Loan Document requires any party to reimburse or indemnify any Agent or any Lender for any cost or expense, such party shall reimburse or indemnify (as the case may be) such Agent or such Lender, as applicable, for the full amount of such cost or expense, including such part thereof as represents VAT, except to the extent that such Agent or Lender, as applicable, reasonably determines that it, or any company of its group, is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv) Any reference in Sections 3.01(i)(i), 3.01(i)(ii) and 3.01(i)(iii) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994) or otherwise to a Person treated as making or (as appropriate) receiving the supply under the grouping rules provided for in Article 11 of the council directive 2006/112/EEC on the common system of value added tax.

(v) In relation to any supply made by any Agent or any Lender to any party under any Loan Document, if reasonably requested by such Agent or such Lender, as applicable, such party must promptly provide such Agent or such Lender, as applicable, with details of such party’s VAT registration and such other information as is reasonably requested in connection with the VAT reporting requirements of such Agent or such Lender, as applicable, in relation to such supply.

SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in US Dollars, an Alternative Currency or a Discretionary Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars, any Alternative Currency or a Discretionary Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower and Ultimate Parent through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Committed Loans denominated in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Committed Loans, will be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent, the Borrower and Ultimate Parent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower will, upon demand from such Lender (with a copy to the Administrative Agent), prepay such Loans or, if such Loans are denominated in US Dollars, convert to Base Rate Loans all such Eurocurrency Rate Loans of such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest on which is determined by reference to Eurocurrency Rate component of the Base Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower will also pay accrued interest on the amount so prepaid or converted.

SECTION 3.03. Inability to Determine Rates. If prior to the commencement of any Interest Period for a Eurocurrency Rate Borrowing:

(a) the Applicable Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as the case may be, for such Interest Period; or

(b) the Applicable Agent is advised by the Required Lenders (or, in the case of a Bid Borrowing, the applicable Bid Lender) that the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as the case may be, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or such Lender) of making or maintaining their Loans included in such Eurocurrency Rate Borrowing for such Interest Period;

then the Applicable Agent shall give notice (which may be telephonic) thereof to the Borrower, Ultimate Parent and the Lenders as promptly as practicable and, until the Applicable Agent notifies the Borrower, Ultimate Parent and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Committed Loan Notice that requests the conversion of any Committed Borrowing to, or continuation of any Committed Borrowing as, a Eurocurrency Rate

Committed Borrowing shall be ineffective, and such Committed Borrowing shall (A) if denominated in US Dollars, be continued as a Base Rate Borrowing or (B) otherwise, be repaid on the last day of the then current Interest Period applicable thereto, (ii) the Borrower can revoke any pending Committed Loan Notice for a Eurocurrency Rate Committed Borrowing upon receipt of such notice and otherwise any Committed Loan Notice for a Eurocurrency Rate Committed Borrowing shall (A) in the case of a Committed Borrowing denominated in US Dollars, be deemed to be a request for a Base Rate Committed Borrowing, or (B) in all other cases, be ineffective (and no Lender shall be obligated to make a Loan on account thereof), and (iii) in the case of the affected Bid Borrowing, the applicable Bid Lender shall have no obligation to make its Bid Loan on account thereof.

SECTION 3.04. Increased Costs; Additional Reserve Requirements.

(a) Increased Costs Generally. If any Change in Law will:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurocurrency Rate or referred to in Section 3.04(e)) or any L/C Issuer;

(ii) subject any Agent, any Lender or any L/C Issuer to any Tax on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Agent, such Lender or such L/C Issuer); or

(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing will be to increase the cost to such Agent or such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Agent, such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Agent, such Lender or such L/C Issuer, as the case may be, the Borrower will pay to such Agent, such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Agent, such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital or Liquidity Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender, or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit and Swing Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or its holding company could have achieved but for such Change in

Law (taking into consideration such Lender’s or such L/C Issuer’s or its holding company’s policies with respect to capital adequacy or liquidity), then from time to time the Borrower upon request of such Lender or such L/C Issuer, as the case may be, will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or its holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in Section 3.04(a) or 3.04(b) and delivered to the Borrower and Ultimate Parent will be conclusive absent manifest error. The Borrower will pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 will not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation; provided that the Borrower will not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than three (3) months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrower and Ultimate Parent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above will be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirements. Without duplication of any reserve requirement reflected in the Adjusted Eurocurrency Rate, the Borrower shall pay to each Lender (i) as long as such Lender shall be required by a central banking or financial regulatory authority with regulatory authority over such Lender to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocable to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided, that the Borrower and Ultimate Parent shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender with a reasonably detailed explanation of the regulatory requirements imposing such costs and a calculation of the allocation of such costs to the relevant Loan or Commitment. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable ten (10) days from receipt of a proper notice. Notwithstanding the foregoing, if any reserves described in this Section 3.04(e) are based upon the financial strength or creditworthiness of a Lender, for the purposes of calculating the actual costs of a Lender with respect to such reserves, each such Lender shall be deemed to be in the highest applicable category of financial strength or creditworthiness.

(f) Certain Agreements. With respect to amounts due under this Section 3.04 as a result of any Change in Law, the claim for additional amounts shall be generally consistent with such Lender’s or such L/C Issuer’s treatment of customers of such Lender or such L/C Issuer that such Lender or such L/C Issuer considers, in its reasonable discretion, to be similarly situated to the Borrower and having generally similar provisions in their credit agreements with such Lender or such L/C Issuer.

SECTION 3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower will promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower (whether or not any such notice may be revoked in accordance herewith);

(c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower or Ultimate Parent pursuant to Section 11.13.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender will be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

SECTION 3.06. Mitigation Obligations. If any Lender requests compensation under Section 3.04, or the Loan Parties are required to pay any additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01 (other than additional amounts arising from VAT), or if any Lender or any L/C Issuer gives a notice pursuant to Section 3.02, then such Lender or such L/C Issuer, as applicable, will use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (b) in each case, would not subject such Lender or such L/C Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer. The Loan Parties hereby agree to pay all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

SECTION 3.07. Survival. All of the Loan Parties’ obligations under this Article III will survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT

SECTION 4.01. Conditions to Effectiveness. This Agreement and the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 11.01):

(a) The Administrative Agent’s receipt from each party hereto of either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent, which may include a facsimile or other electronic transmission (including “pdf” and “tif”), that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent’s receipt of the following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Effective Date by originals, provided that the delivery of any originals shall not be a condition precedent to the Effective Date:

(i) a certificate, dated the Effective Date and signed by a Responsible Officer of each of the Loan Parties, (A) certifying and attaching the resolutions adopted by such Loan Party authorizing the execution, delivery and performance of this Agreement and, if applicable, the Notes, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing this Agreement and, if applicable, the Notes, on behalf of such Person, (C) attaching a good standing certificate (or the local equivalent, to the extent applicable in the relevant jurisdiction) and a certificate of incorporation (or the local equivalent) evidencing that such Loan Party is validly existing and in good standing (or the local equivalent, to the extent applicable in the relevant jurisdiction) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of such Loan Party;

(ii) a certificate, dated the Effective Date and signed by a Responsible Officer of Ultimate Parent, certifying that (A) the representations and warranties contained in Article V are true and correct (1) in the case of the representations and warranties qualified as to materiality, in all respects and (2) otherwise, in all material respects, in each case on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are so true and correct as of such earlier date, and (B) on and as of the Effective Date, no Default has occurred and is continuing; and

(iii) an executed legal opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, (B) Xxxxxx Xxx, special Irish counsel for Ultimate Parent, (C) Xxxxxxx Xxxx & Xxxxxxx, special Bermuda counsel for Intermediate Parent, (D) Loyens & Loeff Luxembourg S.à x.x., special Luxembourg counsel for the Borrower and Actavis SCS, and (E) Xxxxxxxxx Xxxxxxx LLP, special Nevada counsel for Actavis, in each case addressed to the Administrative Agent, the London Agent, each L/C

Issuer and each Lender, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent.

(c) All fees due to the Administrative Agent, the Arrangers and the Lenders pursuant to the Fee Letters or this Agreement and, to the extent invoiced at least two (2) Business Days prior to the Effective Date, all reasonable and documented expenses to be paid or reimbursed to the Administrative Agent and the Arrangers on or prior to the Effective Date pursuant to the Commitment Letter or this Agreement, shall have been paid.

(d) Prior to or substantially contemporaneously with the occurrence of the Effective Date, all obligations (other than contingent obligations as to which no claim has been made), principal, premium, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full, the commitments thereunder shall have been or shall be terminated, all guarantees in connection therewith shall have been or shall be terminated and all letters of credit outstanding thereunder (other than the Existing Letters of Credit, which shall remain outstanding as Letters of Credit hereunder) shall have expired or been terminated, or shall have been cash collateralized or backstopped by a letter of credit reasonably satisfactory to the issuer thereof, or other arrangements reasonably satisfactory to the issuer thereof shall have been made, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.

(e) To the extent requested at least ten (10) Business Days prior to the Effective Date by any Lender through the Administrative Agent, the Loan Parties shall have delivered to the Administrative Agent and the Lenders at least one (1) Business Day prior to the Effective Date the documentation and other information with respect to the Loan Parties that is required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act.

Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender will be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter referred to in this Section 4.01 unless the Administrative Agent will have received notice from such Lender prior to the proposed Effective Date, specifying its objection thereto. The Administrative Agent shall promptly notify in writing the Loan Parties and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Borrowings denominated in US Dollars to the other Type, or a continuation of Eurocurrency Rate Committed Loans) on and after the Effective Date is subject to the following conditions precedent:

(a) The representations and warranties contained in Article V will be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Credit Extension, except (A) those set forth in Sections 5.05(b), 5.06, 5.09, 5.11 and 5.12 and (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they will be so true and correct as of such earlier date.

(b) No Default exists or would immediately result from such proposed Credit Extension.

(c) The Applicable Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender will have received a Request for Credit Extension in accordance with the requirements hereof.

(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Applicable Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

(e) In the case of a Bid Loan, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Applicable Agent and the Bid Loan Lender would make it impracticable for such Bid Loan to be denominated in the relevant Discretionary Alternative Currency.

Each Request for Credit Extension on and after the Effective Date (other than a Committed Loan Notice requesting a conversion of Committed Borrowings denominated in US Dollars to the other Type or a continuation of Eurocurrency Rate Committed Borrowings) submitted by the Borrower will be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties represents and warrants to the Administrative Agent, the London Agent and the Lenders that:

SECTION 5.01. Existence, Qualification and Power. Ultimate Parent, Intermediate Parent, the Borrower and each Material Subsidiary (a) is duly organized or formed, validly existing and in good standing (or the local equivalent) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing (or the local equivalent) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except, in the case referred to in clause (a) with respect to any Material Subsidiary that is not a Loan Party only and in each case referred to in clause (b)(i) or (c), to the extent that failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any

payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any Law, except, in each case referred to in clause (b) or (c), to the extent that failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.03. Material Governmental Authorization. Other than any filings with the SEC and any approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document to which it is a party, except those approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain, take, give or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, in each case enforceable against such Loan Party in accordance with its terms, subject to applicable Debtor Relief Laws and the effect of general principles of equity, whether applied by a court of law or equity.

SECTION 5.05. Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements, and the unaudited consolidated balance sheets of Ultimate Parent and its Subsidiaries, and the related unaudited consolidated statements of operations and comprehensive income of Ultimate Parent and its Subsidiaries, as of and for the fiscal quarters and portions of the fiscal year ended March 31, 2014, June 30, 2014 and September 30, 2014, and the related unaudited consolidated statements of cash flows of Ultimate Parent and its Subsidiaries for such portions of such fiscal year, have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present, in all material respects, the consolidated financial condition of Ultimate Parent and its Subsidiaries at such dates and the consolidated results of their operations and cash flows for such periods (subject in the case of such unaudited financial statements, to the absence of footnotes and to year-end audit adjustments).

(b) As of the Effective Date, since December 31, 2013, except for events and circumstances disclosed in any SEC Documents, in each case filed or furnished and publicly available after January 1, 2014 and before the Effective Date (but excluding any disclosure in the “Risk Factors” or “Forward-Looking Statements” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) there has been no event or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Ultimate Parent, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Ultimate Parent or any of its Subsidiaries or against any of their respective properties that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby,

or (b) except as specifically disclosed in any SEC Documents filed or furnished and publicly available on or before the Effective Date (but excluding any disclosure in the “Risk Factors” or “Forward-Looking Statements” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) or on Schedule 5.06, individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

SECTION 5.07. No Default. Neither Ultimate Parent nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.08. Ownership of Property. Each of Ultimate Parent and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.09. Environmental Matters. Ultimate Parent and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Ultimate Parent has reasonably concluded that such Environmental Laws and claims would not, except as specifically disclosed in any SEC Documents (but excluding any disclosure in the “Risk Factors” or “Forward-Looking Statements” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) filed or furnished and publicly available on or before the Effective Date, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.10. Insurance. Ultimate Parent, Intermediate Parent, the Borrower and the Material Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Ultimate Parent, Intermediate Parent, the Borrower or the applicable Material Subsidiary operates.

SECTION 5.11. Taxes. Ultimate Parent, Intermediate Parent, the Borrower and the Material Subsidiaries have filed or caused to be filed all material federal, state and other Tax returns and reports required to be filed by them, and have paid all material federal, state and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.12. ERISA. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or state Laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal

income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of Ultimate Parent, as of the Effective Date, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of Ultimate Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that, individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; and (ii) except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither Ultimate Parent nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (B) neither Ultimate Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (C) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan; and (D) Ultimate Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained.

SECTION 5.13. OFAC. (a) None of Ultimate Parent, Intermediate Parent, the Borrower or any Guarantor (or any officer or director of Ultimate Parent, Intermediate Parent, the Borrower or any Guarantor), or any other Subsidiary, is a Sanctioned Person.

(b) No Loan or Letter of Credit, nor the proceeds from any Loan or Letter of Credit, will be lent, contributed, provided or otherwise made available for the purpose of funding any activity or business in any Sanctioned Country or for the purpose of funding any activity or business of or with any Sanctioned Person, or in any other manner, in each case as will result in any violation by any Lender, any L/C Issuer, any Arranger or any Agent of any Sanctions.

SECTION 5.14. Subsidiaries; Equity Interests. As of the Effective Date, Ultimate Parent has no Subsidiaries other than those specifically disclosed on Schedule 5.14, and all of the outstanding Equity Interests in the Material Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Ultimate Parent or its Subsidiaries in the amounts specified on Schedule 5.14.

SECTION 5.15. Margin Regulations; Investment Company Act. (a) None of Ultimate Parent, Intermediate Parent, the Borrower or any other Loan Party is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock.

(b) No Loan Party is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 5.16. Disclosure. All written information (other than projected financial information and information of a general economic or general industry nature) that has been made available to the Arrangers or any of the Lenders by or on behalf of Ultimate Parent, Intermediate Parent, the Borrower, any other Loan Party or any of their representatives, taken as a whole, in connection with any aspect of this Agreement, the Allergan Acquisition, the Transactions and the related transactions is, when taken as a whole, complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading (in each case after giving effect to all supplements and updates provided thereto on or prior to the Effective Date); provided that, with respect to projected financial information, Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties represent only that such information was prepared in good faith based upon reasonable assumptions that are believed by the preparer thereof to be reasonable at the time made and at the time such projected financial information is delivered to the Arrangers or any of the Lenders; it being understood and agreed that such projected financial information is not to be viewed as facts and that actual results during the period or periods covered by any such projected financial information may differ significantly from the projected results, and no assurance can be given that the projected results will be realized. Solely as they relate to matters with respect to the Allergan Acquired Business and its Subsidiaries, the foregoing representations and warranties are made to the best of Ultimate Parent’s knowledge.

SECTION 5.17. Compliance with Laws. Each of Ultimate Parent, Intermediate Parent, the Borrower and each Material Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.18. Intellectual Property; Licenses, Etc. Ultimate Parent and its Subsidiaries own, or possess the right to use, without conflict with the rights of any other Person, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) with respect to which the failure to possess or have the right to use or the presence of a conflict with the rights of any other Person (other than with respect to any litigation arising under Section 505(j)(3)(A)(vii)(iv) of the Federal Food, Drug and Cosmetic Act of 1938) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best knowledge of Ultimate Parent, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Ultimate Parent or any Subsidiary infringes upon any rights held by any other Person, except where such infringement would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Ultimate Parent, threatened, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

SECTION 5.19. Existing Third Party Indebtedness. Schedule 5.19 hereto sets forth, as of the Effective Date, all outstanding third party Indebtedness for borrowed money (including obligations evidenced by bonds, debentures, notes, loan agreements or other similar

instruments) of Ultimate Parent or any of its Subsidiaries that is in an aggregate principal amount in excess of $200,000,000, and indicates the primary obligors and guarantors in respect thereof.

SECTION 5.20. Choice of Law Provisions. The choice of law provisions set forth in Section 11.14 are legal, valid and binding under the Laws of Ireland, Bermuda, Luxembourg and each other jurisdiction in which any Loan Party that is a Foreign Subsidiary is organized, and Ultimate Parent knows of no reason why the courts of Ireland, Bermuda, Luxembourg or any such other jurisdiction will not give effect to the choice of law of the State of New York as the proper law, other than through the exercise by any such court of discretionary powers under general principles of equity or public policy limitations in each case not specifically relating to such provisions. Ultimate Parent has the legal capacity to xxx and be sued in its own name under the Laws of Ireland, Intermediate Parent has the legal capacity to xxx and be sued in its own name under the Laws of Bermuda, each of the Borrower and Actavis SCS has the legal capacity to xxx and be sued in its own name under the Laws of Luxembourg and each other Loan Party that is a Foreign Subsidiary has the legal capacity to xxx and be sued in its own name under the Laws of its jurisdiction of formation, incorporation or organization, as applicable. Each of Ultimate Parent and each Loan Party that is a Foreign Subsidiary has the power to submit, and has irrevocably submitted, to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and such irrevocable submission and the waiver by Ultimate Parent and each Loan Party that is a Foreign Subsidiary of any immunity and any objection to the venue of the proceedings in such Federal or state court are legal, valid and binding obligations of such Person, and Ultimate Parent knows of no reason why the courts of Ireland, Bermuda, Luxembourg or any other jurisdiction where any Loan Party that is a Foreign Subsidiary is organized would not give effect to such submission and waivers, other than through the exercise by any such court of discretionary powers under general principles of equity or based on public policy limitations in each case not specifically relating to such submission and waivers. Each of Ultimate Parent and each Loan Party that is a Foreign Subsidiary has validly and irrevocably appointed Actavis as its authorized agent for the purpose described in Section 11.14. Service of process in the manner set forth in Section 11.14 will be effective to confer valid personal jurisdiction over Ultimate Parent and each Loan Party that is a Foreign Subsidiary, and Ultimate Parent knows of no reason why the courts in Ireland, Bermuda, Luxembourg or any other jurisdiction where any Loan Party that is a Foreign Subsidiary is organized will not recognize as valid and final, or will not enforce, any final and conclusive judgment against Ultimate Parent or any Loan Party that is a Foreign Subsidiary obtained in any such Federal or state court arising out of or in relation to the obligations of Ultimate Parent or such Loan Party under the Loan Documents, other than through the exercise by any such court of discretionary powers under general principles of equity or public policy limitations in each case not specifically relating to jurisdictional matters (including consent to service of process provisions).

SECTION 5.21. No Immunity. Each of Ultimate Parent and each Loan Party that is a Foreign Subsidiary is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party, and the execution, delivery and performance by Ultimate Parent and such Loan Party of this Agreement and any other Loan Documents to which it is a party constitute and will constitute private and commercial acts and not public or governmental acts. None of Ultimate Parent, any Loan Party that is a Foreign Subsidiary or any of their properties has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the Laws of the jurisdiction in which such Person is organized and existing in respect of its obligations under this Agreement and any other Loan Documents to which it is a party.

SECTION 5.22. Proper Form; No Recordation. With respect to Ultimate Parent and each Loan Party that is a Foreign Subsidiary, this Agreement and each other Loan Document to which it is a party are in proper legal form under the Laws of the jurisdiction in which such Person is organized and existing for the enforcement thereof against such Person under the Laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and such other Loan Documents. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any other Loan Document to which Ultimate Parent or any Loan Party that is a Foreign Subsidiary is party, that this Agreement or such other Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which such Person is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of this Agreement or any such other Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or Tax as has been timely paid by Ultimate Parent or such Loan Party.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Commitments shall have expired or been terminated, all Loans and other Obligations (other than contingent obligations as to which no claim has been made) shall have been paid in full, all Letters of Credit shall have expired or been terminated (other than Letters of Credit that have been Cash Collateralized in full or as to which other arrangements satisfactory to the applicable L/C Issuer and the Administrative Agent shall have been made) and all L/C Borrowings shall have been reimbursed in full, each of Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties covenants and agrees with the Lenders that:

SECTION 6.01. Financial Statements. Ultimate Parent will deliver to the Administrative Agent (which will make available copies to each Lender):

(a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of Ultimate Parent (commencing with the Fiscal Year ending December 31, 2014), a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of operations, comprehensive income and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent public registered accounting firm of recognized national standing, which report and opinion will be prepared in accordance with audit standards of the Public Company Accounting Oversight Board and will not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of material misstatement in accordance with GAAP; and

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year of Ultimate Parent (commencing with the first such fiscal quarter ending after the Effective Date), a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of operations, comprehensive income and cash flows for such fiscal quarter and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures

for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, certified by the chief financial officer or the vice president and controller of Ultimate Parent as fairly presenting, in all material respects, the consolidated financial condition of Ultimate Parent and its Subsidiaries as of the end of such fiscal quarter and the consolidated results of their operations and cash flows for such periods, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(b), Ultimate Parent will not be separately required to furnish such information under clause (a) or (b) above, but the foregoing will not be in derogation of the obligation of Ultimate Parent to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

SECTION 6.02. Certificates; Other Information. Ultimate Parent will deliver to the Administrative Agent (which will distribute copies to the Lenders):

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of Ultimate Parent (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication, including fax or e-mail, and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b) promptly, after the same are available, copies of each proxy statement sent to the shareholders of Ultimate Parent and copies of all annual, regular, periodic and special reports and registration statements which Ultimate Parent files with the SEC under Section 13 or 15(d) of the Securities Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and

(c) promptly following request, such additional information regarding the business, financial or corporate affairs of Ultimate Parent or any Subsidiary, or compliance with the terms of the Loan Documents by any Loan Party, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) or 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, will be deemed to have been delivered on the date on which (i) Ultimate Parent posts such documents, or provides a link thereto on Ultimate Parent’s website on the Internet at the website address listed on Schedule 11.02 or (ii) such documents are posted on Ultimate Parent’s behalf on the Platform. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Ultimate Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Loan Party hereby acknowledges that (a) the Agents and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Company Materials”) by posting the Company Materials on Debt Domain, Intralinks, Syndtrak, ClearPar or another similar electronic transmission system (whether a commercial, third-party website and whether sponsored by the Administrative Agent) (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)

may have personnel who do not wish to receive MNPI. Each Loan Party hereby agrees that (i) all Company Materials that are to be made available to Public Lenders will be clearly and conspicuously marked by the Loan Parties “PUBLIC”, which, at a minimum, will mean that the word “PUBLIC” will appear prominently on the first page thereof; (ii) by marking Company Materials “PUBLIC”, each Loan Party will be deemed to have authorized the Agents, the Arrangers, the L/C Issuers and the Lenders to treat such Company Materials as not containing any MNPI (provided, however, that to the extent such Company Materials constitute Information, they will be treated as set forth in Section 11.07); (iii) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (iv) the Agents and the Arrangers will be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting outside the portion the Platform designated “Public Side Information”.

SECTION 6.03. Notices. Ultimate Parent and the Borrower will promptly notify the Administrative Agent (and each Lender through the Administrative Agent) of the following, upon any such event becoming known to any Responsible Officer of Ultimate Parent or the Borrower:

(a) the occurrence of any Default;

(b) any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including any such matter resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of Ultimate Parent or any Subsidiary, or (ii) the commencement of, or any material development in, any litigation or proceeding affecting Ultimate Parent or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c) the occurrence of any ERISA Event, that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability to Ultimate Parent and its Subsidiaries in an aggregate amount exceeding $200,000,000; and

(d) any announcement by Xxxxx’x or S&P of any change in a Debt Rating.

Each notice pursuant to clause (a) through (c) of this Section 6.03 will be accompanied by a statement of a Responsible Officer of Ultimate Parent setting forth details of the occurrence referred to therein and stating what action Ultimate Parent or its Subsidiaries have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) will describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached or on account of which a Default otherwise arises.

SECTION 6.04. Payment of Taxes. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will pay and discharge as the same will become due and payable, all its Taxes levied upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and it is maintaining adequate reserves in accordance with GAAP, except to the extent that failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05. Preservation of Existence, Etc. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will (a) preserve, renew and maintain in full force and effect its legal existence and good standing

under the Laws of the jurisdiction of its organization or incorporation, provided that this clause (a) shall not prohibit any transaction permitted by Section 7.03, (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 6.06. Maintenance of Properties. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will (a) maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and (b) make all necessary repairs thereto and renewals and replacements thereof, except, in the case of clauses (a) and (b), where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 6.07. Maintenance of Insurance. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance)as are customarily carried under similar circumstances by such other Persons.

SECTION 6.08. Compliance with Laws. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 6.09. Books and Records. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will maintain proper books of record and account in which full, true and correct entries, in all material respects in conformity with GAAP, are made of all financial transactions and matters involving its assets and business.

SECTION 6.10. Inspection Rights. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Material Subsidiary will permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers having direct knowledge or responsibility of the subject matter; provided, however, that such visits, inspections or examinations will be made at a reasonable time during normal business hours with due regard for, and minimal disruption of, the business of Ultimate Parent and its Subsidiaries, and will not (a) be at the expense of such Person, (b) occur more frequently than once in any 12-month period and (c) be made without five (5) Business Days’ prior written notice; provided further, however, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of such Person at any time during normal business hours and without advance notice.

SECTION 6.11. Use of Proceeds. Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Subsidiary will use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including working capital, capital expenditures, acquisitions, investments and Restricted Payments not prohibited by this Agreement; provided that the proceeds of Credit Extensions hereunder may not be used to finance the Transactions (other than fees and expenses relating to the execution and delivery of this Agreement and the Credit Extensions).

SECTION 6.12. Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than the Borrower, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver, within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of such Subsidiary providing such Guarantee, to the Administrative Agent (a) a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (b) documents of the types referred to in Sections 4.01(b)(i) and 4.01(e) and opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (i) any Subsidiary that, on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (A) the Existing Actavis Term Loan Credit Agreement, (B) the New Actavis Term Loan Credit Agreement or (C) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (ii) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness).

ARTICLE VII

NEGATIVE COVENANTS

SECTION 7.01. Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume or suffer to

exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens created pursuant to any Loan Document;

(b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);

(c) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party;

(j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j));

(k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and

(l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

SECTION 7.02. Subsidiary Indebtedness. None of Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary of Ultimate Parent will create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness created under the Loan Documents;

(b) Indebtedness outstanding on the Effective Date and set forth on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension thereof and by an amount equal to any existing commitments unutilized thereunder and (ii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of the Effective Date or (B) such Subsidiary is a Loan Party;

(c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(d) (i) Indebtedness under the WC Term Loan Credit Agreement, provided that (A) the aggregate principal amount of Indebtedness outstanding thereunder does not exceed the principal amount thereof outstanding on the Effective Date, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancings, refundings, renewals or extensions thereof, and (B) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (x) such Subsidiary

was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of the Effective Date or (y) each Subsidiary that is a primary obligor or guarantor with respect thereto is a Loan Party, and (ii) Indebtedness under the Existing Actavis Term Loan Credit Agreement of any Subsidiary that is a Loan Party;

(e) Guarantees by any Subsidiary of Indebtedness otherwise permitted hereunder of any other Subsidiary or of Ultimate Parent;

(f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date, and any refinancings, refundings, renewals or extensions thereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and (iii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $750,000,000 and 15% of the Net Worth;

(g) Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness in an aggregate principal amount at any one time outstanding not to exceed the greater of $750,000,000 and 15% of the Net Worth, subject, in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j);

(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding that, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, does not exceed the greater of $750,000,000 and 15% of the Net Worth;

(i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring);

(j) [reserved];

(k) Indebtedness of the Allergan Acquired Business or any of its Subsidiaries existing at the time of consummation of the Allergan Acquisition that is permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain outstanding following consummation of the Allergan Acquisition, and any refinancings, refundings, renewals or extensions thereof; provided that (i) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and (ii) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed the principal amount thereof outstanding at such time, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof; and

(l) (i) unsecured Indebtedness of the Borrower or Actavis SCS under the Allergan Bridge Facility and/or other unsecured Indebtedness of the Borrower or Actavis SCS incurred to finance the Allergan Acquisition and the related transactions (including Indebtedness

under the New Actavis Term Loan Credit Agreement and any Allergan Acquisition Indebtedness of the Borrower or Actavis SCS), and any refinancings, refundings, renewals or extensions thereof, provided that (A) no Subsidiary that is not a Loan Party shall be a primary obligor or guarantor with respect thereto and (B) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed $36,400,000,000, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof, and (ii) Indebtedness of the Borrower under the Allergan Cash Bridge Facility in an aggregate principal amount not to exceed $4,698,000,000.

SECTION 7.03. Fundamental Changes. (a) None of Ultimate Parent, Intermediate Parent, the Borrower or the other Loan Parties will (i) dissolve or be liquidated or (ii) merge or consolidate with or into another Person, unless, in the case of this clause (ii), (A) at the time thereof and immediately after giving effect thereto no Event of Default (and no Default under Section 7.04) shall have occurred and be continuing and (B) if Ultimate Parent, Intermediate Parent, the Borrower or any other Loan Party is not the survivor of any such consolidation or merger involving such Person, (1) Ultimate Parent, at the time thereof and immediately after giving effect thereto, shall be in compliance on a pro forma basis with the financial covenant contained in Section 7.08 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recent period of four fiscal quarters of Ultimate Parent for which financial statements have been delivered pursuant to Section 6.01 (or, prior to the first such delivery, ending with the most recent fiscal quarter referred to in Section 5.05(a)), as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer of Ultimate Parent to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger, (2) the surviving Person of such consolidation or merger shall expressly assume all the rights and obligations of Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as the case may be, under this Agreement and the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as the case may be, for all purposes hereunder, (3) such consolidation or merger will not result in a Change of Control and (4) such consolidation or merger will not result in a change in the jurisdiction of organization of Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as applicable (other than to the United States).

(b) None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of Ultimate Parent and the Subsidiaries, taken as a whole.

SECTION 7.04. Change in Nature of Business. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will engage in any material line of business substantially different from those lines of business conducted by Ultimate Parent and the Material Subsidiaries on the Effective Date or any business substantially related or incidental thereto.

SECTION 7.05. Transactions with Affiliates. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will enter into any transaction of any kind with any Affiliate of Ultimate Parent that is a Material Subsidiary, whether or not in the ordinary course of business, other than on fair and reasonable terms

substantially as favorable to Ultimate Parent, Intermediate Parent, the Borrower, such Loan Party or such Subsidiary as would be obtainable by such Person at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction will not apply to (i) transactions between or among (A) any Loan Party and any of its Wholly Owned Subsidiaries, (B) any Wholly Owned Subsidiaries of any Loan Party or (C) the Loan Parties, (ii) Permitted Receivables Transfers, (iii) transactions undertaken as part of the Post-Closing Restructuring, (iv) any transaction between Ultimate Parent or one or more Affiliates of Ultimate Parent resulting in a transfer to Ultimate Parent or one or more Affiliates of Ultimate Parent of the proceeds of any Allergan Acquisition Indebtedness issued by such Affiliate or (v) if, immediately before and after giving effect to such transaction on a pro forma basis, no Event of Default shall have occurred and be continuing.

SECTION 7.06. Investments. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will make any Investment if, immediately before and after giving effect to such Investment on a pro forma basis, an Event of Default shall have occurred and be continuing; provided that the foregoing restriction will not apply to (a) the Allergan Acquisition and Investments between or among Ultimate Parent and its Wholly Owned Subsidiaries in connection with the consummation thereof and (b) Investments made (i) in the ordinary course of business or required in connection with the Receivables Purchase Documents or (ii) as part of the Post-Closing Restructuring.

SECTION 7.07. Restricted Payments. Ultimate Parent will not declare or make, directly or indirectly, any Restricted Payment or incur any obligation (contingent or otherwise) to do so; provided that the foregoing restriction will not apply (a) if, immediately before and after giving effect to the declaration (or, in the case of any Restricted Payment made without a declaration thereof, to the making thereof) on a pro forma basis, no Event of Default shall have occurred and be continuing, (b) to dividends by Ultimate Parent with respect to its Equity Interests payable solely in additional Equity Interests of Ultimate Parent and (c) to any issuance by Ultimate Parent of its Equity Interests as part of the acquisition consideration in the Allergan Acquisition, and any cash payments in lieu of the issuance of fractional shares in connection with the Allergan Acquisition.

SECTION 7.08. Consolidated Leverage Ratio. (a) None of Ultimate Parent, Intermediate Parent, the Borrower or the other Loan Parties will permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of Ultimate Parent ending prior to the date of consummation of the Allergan Acquisition to exceed the level set forth below applicable thereto:


Fiscal Quarter Ending		Xxxxx
Xxxxxxxx 00, 0000, Xxxxx 31, 2015 and June 30, 2015		4.25:1.00
September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016		4.00:1.00
September 30, 2016 and thereafter		3.50:1.00

(b) None of Ultimate Parent, Intermediate Parent, the Borrower or the other Loan Parties will permit the Consolidated Leverage Ratio, as of the last day of any fiscal quarter of Ultimate Parent ending on or after the date of consummation of the Allergan Acquisition, to

exceed (i) 5.25:1.00, in the case of the last day of the first fiscal quarter through and including the last day of the second full fiscal quarter, in each case ending after the date of consummation of the Allergan Acquisition, (ii) 5.00:1.00, in the case of the last day of the third full fiscal quarter through and including the last day of the fourth full fiscal quarter, in each case ending after the date of consummation of the Allergan Acquisition, (iii) 4.25:1.00, in the case of the last day of the fifth full fiscal quarter through and including the last day of the sixth full fiscal quarter, in each case ending after the date of consummation of the Allergan Acquisition, (iv) 4.00:1.00, in the case of the last day of the seventh full fiscal quarter through and including the last day of the eighth full fiscal quarter, in each case ending after the date of consummation of the Allergan Acquisition, and (v) 3.50:1.00, in the case of the last day of the ninth full fiscal quarter ending after the date of consummation of the Allergan Acquisition and the last day of any fiscal quarter at any time thereafter.

SECTION 7.09. Passive Holding Companies; Activities of Actavis SCS. (a) Passive Holding Companies. No Subsidiary that, directly or indirectly through any other Subsidiary, owns any Equity Interests in Intermediate Parent (other than any such Subsidiary that is a Subsidiary Guarantor, Intermediate Parent or the Borrower) (each such Subsidiary, the “Passive Holding Companies”) will (i) conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate Parent or (ii) own any IP Rights, any operating assets or any other assets that are material to the operations of Ultimate Parent and its Subsidiaries, taken as a whole; provided that the foregoing will not prohibit any Passive Holding Company from the following: (A) ownership of Equity Interests in Intermediate Parent or in one or more Subsidiaries of Ultimate Parent that are Passive Holding Companies, (B) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (C) the performance of its obligations with respect to the Allergan Merger Agreement, this Agreement, the Existing Actavis Term Loan Credit Agreement, the New Actavis Term Loan Credit Agreement, the WC Term Loan Credit Agreement, the Allergan Bridge Facility, the Allergan Cash Bridge Facility, any Allergan Acquisition Indebtedness or any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (D) the making of Restricted Payments, (E) the incurrence of Indebtedness, (F) the making of contributions to (or other equity investments in) the capital of its direct Subsidiaries (which shall be Passive Holding Companies or Intermediate Parent), (G) the creation of, and ownership of the Equity Interests in, any newly formed Subsidiary with de minimis capitalization that is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six (6) months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a direct or indirect Subsidiary of Intermediate Parent), (H) providing a Guarantee of Indebtedness or other obligations of Ultimate Parent or any of the Subsidiaries, (I) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (J) holding any cash or cash equivalents (including cash and cash equivalents received in connection with Restricted Payments) and any other assets on a temporary basis that are in the process of being transferred through such Passive Holding Company as part of a downstream contribution or an upstream distribution or other upstream payment (e.g., a spin-off of assets), (K) providing indemnification to officers and directors, (L) Disposing of assets that are permitted to be held by it in accordance with this Section 7.09(a) and (M) activities incidental to the businesses or activities described above.

(b) Activities of Actavis SCS. Actavis SCS will not (i) conduct, transact or otherwise engage in any active trade or business or operations or (ii) own any IP Rights, any operating assets or any other material assets (other than cash and cash equivalents and intercompany loans and advances); provided that the foregoing will not prohibit Actavis SCS

from the following: (A) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (B) the performance of its obligations with respect to this Agreement, the Existing Actavis Term Loan Credit Agreement, the New Actavis Term Loan Credit Agreement, the Allergan Bridge Facility, the Allergan Cash Bridge Facility, any Allergan Acquisition Indebtedness or any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (C) the incurrence of Indebtedness, (D) the making of Restricted Payments with, and the lending, advancing or other transfer of, the proceeds of Indebtedness incurred by it to Ultimate Parent or any of the Subsidiaries, (E) providing a Guarantee of Indebtedness or other obligations of Ultimate Parent or any of the Subsidiaries, (F) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (G) holding any cash or cash equivalents on a temporary basis, (H) providing indemnification to officers and directors, (I) Disposing of assets that are permitted to be held by it in accordance with this Section 7.09(b) and (J) activities incidental to the businesses or activities described above.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01. Events of Default. Subject to Section 8.04, any of the following will constitute an “Event of Default”:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other Loan Document (other than an amount specified in clause (i) above);

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in Section 6.03(a) or 6.05(a) (with respect to existence of Ultimate Parent, Intermediate Parent, the Borrower or any other Loan Party) or in Article VII;

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or 8.01(b)) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof from the Administrative Agent (given at the request of any Lender) to Ultimate Parent and the Borrower, unless such failure is not susceptible to cure within thirty (30) days (but is susceptible to cure within sixty (60) days) and, within such thirty (30) days, the applicable Loan Party has taken reasonable steps to effectuate a cure, continues to diligently pursue such cure and actually effectuates such cure within sixty (60) days after such notice to Ultimate Parent and the Borrower;

(d) Representations and Warranties. Any representation and warranty made or deemed made by or on behalf of any Loan Party herein or in any other Loan Document, or any statement made by or on behalf of any Loan Party or any Responsible Officer thereof in any certificate delivered in connection with any Loan Document, is incorrect in any material respect when made or deemed made;

(e) Cross-Default. (i) Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary fails to make any payment of principal or interest in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to

any applicable grace periods), (ii) any event or condition occurs that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness, or any trustee or agent on its or their behalf, to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, provided that this Section 8.01(e)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such secured Indebtedness is paid when due or (y) any repayment, satisfaction and discharge or redemption of any Allergan Acquisition Indebtedness if the Allergan Acquisition is not consummated, (iii) any termination event or event of like import occurs under any Receivables Purchase Facility having a principal amount or committed amount in excess of $300,000,000, that (x) terminates, or permits the investors under any Receivables Purchase Facility to terminate, the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of Ultimate Parent or any of its Subsidiaries) or (y) causes the replacement of, or permits the investors under any Receivables Purchase Facility to replace, the Person then acting as servicer for such Receivables Purchase Facility, if the Person then acting as servicer is a Loan Party or an Affiliate of a Loan Party or (iv) there occurs under any Swap Contract an early termination date resulting from (x) any event of default under such Swap Contract as to which Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary is the defaulting party thereunder or (y) any termination event under such Swap Contract as to which Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary is an affected party thereunder and, in either event, the Swap Termination Value owed by Ultimate Parent, Intermediate Parent, the Borrower or such Material Subsidiary as a result thereof is greater than $300,000,000;

(f) Insolvency Proceedings, Etc. Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, examiner or similar officer for it or for all or any material part of its property; any receiver, trustee, custodian, conservator, liquidator, rehabilitator, examiner or similar officer is appointed without the application or consent of Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding;

(g) Inability to Pay Debts; Attachment. (i) Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary and is not released, vacated or fully bonded within thirty (30) days after its issue or levy;

(h) Judgments. There is entered against Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding $300,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and (i) enforcement proceedings are commenced by any creditor upon such judgment or order and (ii) there is a

period of thirty (30) consecutive days during which execution shall not have been effectively stayed, vacated or bonded pending appeal or otherwise;

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $300,000,000 or (ii) Ultimate Parent, Intermediate Parent, the Borrower, any Material Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $300,000,000;

(j) Invalidity of Loan Documents. This Agreement, any Note or any material Guarantee under the Obligations Guarantee shall, for any reason, cease to be in full force and effect, or any Loan Party shall contest in writing the validity or enforceability of this Agreement, any Note or any such Guarantee, in each case, other than in accordance with the terms hereof and thereof (including, in the case of a Subsidiary Guarantor, as a result of the release of such Subsidiary Guarantor in accordance with Section 10.10); or

(k) Change of Control. There occurs any Change of Control.

SECTION 8.02. Remedies Upon Event of Default. Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent will at the request of, or may with the consent of, the Required Lenders, take any or all of the following actions from and after the Effective Date:

(a) declare the Commitments and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon all the Commitments and all such obligations shall immediately terminate;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof), without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; and

(d) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to the Agents, the Lenders and the L/C Issuers under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under Debtor Relief Laws, all Commitments and all the obligations of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of any Agent, any Lender or any L/C Issuer and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties.

SECTION 8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations will, subject to Sections 2.16 and 2.17, be applied by the Agents in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to any Agent and amounts payable under Article III) payable to the Agents in their capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and reimbursements payable to the Lenders, the L/C Issuers or the Arrangers (including fees, charges and disbursements of counsel to the Lenders, the L/C Issuers or the Arrangers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, the L/C Borrowings and the other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.04 and 2.16; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.04(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above will be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (other than Letters of Credit as to which other arrangements satisfactory to the applicable L/C Issuer and the Administrative Agent shall have been made), such remaining amount will be applied to the other Obligations, if any, in the order set forth above.

SECTION 8.04. Cleanup Period. Notwithstanding anything to the contrary, if on the date of consummation of the Allergan Acquisition a matter or circumstance exists which constitutes a Default, such matter or circumstance will not constitute (other than for purposes of Section 4.02) a Default on the date of consummation of the Allergan Acquisition and during the five-day period following such date; provided that (a) such matter or circumstance does not constitute (i) a Major Default or (ii) a Default incapable of being cured, (b) reasonable steps are being taken by Ultimate Parent and its Subsidiaries to cure such Default and (c) such Default is cured or otherwise ceases to exist within five days after the date of consummation of the Allergan Acquisition.

ARTICLE IX

GUARANTEE

SECTION 9.01. Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor of any portion of any Obligations.

SECTION 9.02. Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article IX void or voidable under applicable Law, including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Obligations Guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the obligations of each Guarantor in respect of the Obligations Guarantee set forth in this Article IX at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under the Obligations Guarantee not constituting a fraudulent transfer or conveyance after giving full effect to the liability under the Obligations Guarantee set forth in this Article IX and its related contribution rights but before taking into account any liabilities under any other Guarantee by such Guarantor.

(b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 9.02(a) without impairing the Obligations Guarantee contained in this Article IX or affecting the rights and remedies of any Guaranteed Party hereunder.

(c) Notwithstanding anything to the contrary in this Article IX, the obligations under this Article IX of Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)):

(i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or

(ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland.

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For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

(d) Notwithstanding any provision of any Loan Document to the contrary, the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) under this Obligations Guarantee of Actavis SCS (when taken together with the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) of Actavis SCS under a Guarantee of any other Indebtedness) shall be limited to (such limitation to be applied to this Obligations Guarantee and to all such other Guarantees on a pro rata basis based on the aggregate outstanding principal amount of Indebtedness Guaranteed by Actavis SCS hereunder and under its Guarantee of any other such Indebtedness), and shall not exceed, an amount corresponding to 95% of the sum of (i) its own funds (capitaux propres) plus (ii) subordinated debts (as referred to in article 34 of the law of December 19, 2002 on the register of commerce and companies and accounting and the annual accounts of undertakings, as amended) (A) as shown in its most recent financial statements available on the date on which the initial demand is made in respect of obligations of Actavis SCS under this Obligations Guarantee or (B) as shown in its most recent financial statements available on the Effective Date, whichever is higher; provided that the limitation contained in this Section 9.02(d) shall not apply to any amounts borrowed by, or made available to, in any form whatsoever, under the Loan Documents (or any document entered into in connection therewith) to Actavis SCS or any of its (current or future) direct or indirect Subsidiaries. Where, for the purpose of the above determination under this Section 9.02(d) in respect of Actavis SCS, no duly established annual financial statements are available for the relevant reference period (which, for the avoidance of doubt, includes a situation where, in respect of the determination to be made above under this Section 9.02(d), no final financial statements have been established in due time in respect of the then most recently ended financial year), Actavis SCS shall promptly establish unaudited interim financial statements (as of the end of the then most recently ended financial quarter) or annual financial statements (as applicable) duly established in accordance with applicable accounting rules, pursuant to which the relevant own funds and subordinated debts will be determined. If Actavis SCS fails to provide such unaudited interim financial statements or annual financial statements (as applicable) within twenty-one (21) Business Days as from the date of request by the Administrative Agent, the Administrative Agent may appoint (at the Loan Parties’ expense) an independent auditor (réviseur d’entreprises agréé), or an independent reputable investment bank, that shall undertake the determination of the relevant own funds and subordinated debts. In order to prepare such determination, the independent auditor (réviseur d’entreprises agréé) or the independent reputable investment bank shall take into consideration such available elements and facts at such time, including the latest annual financial statements of Actavis SCS and its Subsidiaries, any recent valuation of the assets of Actavis SCS and its Subsidiaries (if available), the market value of the assets of Actavis SCS and its Subsidiaries as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining market multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a reasonable manner.

SECTION 9.03. Nature of Guarantee; Continuing Guarantee; Waivers of Defenses. (a) Each Guarantor understands and agrees that the Obligations Guarantee contained in this Article IX shall be construed as a continuing guarantee of payment and performance and not merely of collectability. Each Guarantor waives diligence, presentment, protest, marshaling, demand for payment, notice of dishonor, notice of default and notice of nonpayment to or upon the Borrower or any of the other Guarantors with respect to the Obligations. Without limiting the

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generality of the foregoing, this Obligations Guarantee and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, set-off, defense, counterclaim, discharge or termination for any reason (other than a Discharge of the Obligations and as set forth in Sections 9.02(c) and 9.02(d)).

(b) Each Guarantor agrees that the Obligations Guarantee of each Guarantor hereunder is independent of the Obligations Guarantee of each other Guarantor and of any other guarantee of the Obligations and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower and any other Guarantor or any other Person or against any other guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower and any other Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower and any other Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

(c) No payment made by the Borrower, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Guaranteed Party from the Borrower and any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment remain liable for the Obligations until the Discharge of the Obligations.

(d) Without limiting the generality of the foregoing, each Guarantor agrees that its obligations under and in respect of the Obligations Guarantee contained in this Article IX shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all, rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof):

(i) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party;

(ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents;

(iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Documents, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations;

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(iv) any change, reorganization or termination of the corporate structure or existence of any Loan Party or any Subsidiary of any Loan Party and any corresponding restructuring of the Obligations;

(v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitutions for, the Obligations or any subordination of the Obligations to any other obligations; and

(vi) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of any Guarantor for the Obligations, or of such Guarantor under this Article IX.

(e) In addition, each Guarantor further waives any and all other defenses, set-offs or counterclaims (other than a defense of payment or performance in full hereunder) which may at any time be available to or be asserted by it, the Borrower or any other Guarantor or Person against any Guaranteed Party, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury.

SECTION 9.04. Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Obligations by any Guarantor or is received or collected on account of the Obligations from any Guarantor:

(a) If such payment is made by a Guarantor in respect of the Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court.

(b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the

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Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent.

(c) The obligations of the Guarantors under this Obligations Guarantee and the other Loan Documents, including their liability for the Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

SECTION 9.05. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent, for the account of the applicable Guaranteed Parties to which such payment is owed, to such account as may be specified by the Administrative Agent, in US Dollars and in Same Day Funds.

SECTION 9.06. Subordination of Other Obligations. Each Guarantor hereby subordinates the payment of all obligations and Indebtedness of Ultimate Parent or Intermediate Parent owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of Ultimate Parent or Intermediate Parent to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Obligations Guarantee, to the indefeasible payment in full in cash of all Obligations. If the Administrative Agent so requests, any such obligation or Indebtedness of Ultimate Parent or Intermediate Parent to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Administrative Agent on account of the Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Obligations Guarantee.

SECTION 9.07. Financial Condition of Borrower and other Guarantors. Any extension of credit may be made to the Borrower or continued from time to time, without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower or any other Guarantor at the time of any such grant or continuation. No Guaranteed Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Borrower or any other Guarantor. Each Guarantor has adequate means to obtain information from the Borrower and each other Guarantor on a continuing basis concerning the financial condition of the Borrower and each other Guarantor and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and each other Loan Party and each other Guarantor and of all circumstances bearing upon the risk of nonpayment of the Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or condition of the Borrower or any other Guarantor now known or hereafter known by any Guaranteed Party.

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SECTION 9.08. Bankruptcy, Etc. Until a Discharge of the Obligations, no Guarantor shall, without the prior written consent of the Administrative Agent, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against the Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding under any Debtor Relief Law, voluntary or involuntary, involving the Borrower or any other Guarantor or by any defense which the Borrower or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. To the fullest extent permitted by law, the Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any interest, fees, costs, expenses or other Obligations accruing or arising after the date on which such case or proceeding is commenced.

SECTION 9.09. Duration of Guarantee. The Obligations Guarantee contained in this Article IX shall remain in full force and effect until the Discharge of the Obligations.

SECTION 9.10. Reinstatement. If at any time payment of any of the Obligations or any portion thereof is rescinded, disgorged or must otherwise be restored or returned by any Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation, examinership or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Guarantor or any substantial part of its property, or otherwise, or if any Guaranteed Party repays, restores, or returns, in whole or in part, any payment or property previously paid or transferred to the Guaranteed Party in full or partial satisfaction of any Obligation, because the payment or transfer or the incurrence of the obligation is so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively, a “Voidable Transfer”), or because such Guaranteed Party elects to do so on the reasonable advice of its counsel in connection with an assertion that the payment, transfer, or incurrence is a Voidable Transfer, then, as to any such Voidable Transfer, and, subject to Section 11.04, as to all reasonable costs, expenses and attorney’s fees of the Guaranteed Party related thereto, the liability of each Guarantor hereunder will automatically and immediately be revived, reinstated, and restored and will exist as though the Voidable Transfer had never been made.

ARTICLE X

THE AGENTS

SECTION 10.01. Appointment and Authority. Each Lender and each L/C Issuer hereby irrevocably appoints JPMCB as the Administrative Agent and JPMEL as the London Agent, in each case, to act on its behalf hereunder and under the other Loan Documents and authorizes the Administrative Agent and the London Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the London Agent, as applicable, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X (other than Sections 10.06 and 10.10) are solely for the benefit of the Administrative Agent, the London Agent, the Lenders and the L/C Issuers, and no Loan Party will have any rights as a third party beneficiary of any of such provisions.

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SECTION 10.02. Rights as a Lender or as an L/C Issuer. Each Person serving as an Agent hereunder will have the same rights and powers in its capacity as a Lender or an L/C Issuer as any other Lender or L/C Issuer and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Ultimate Parent or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders or the L/C Issuers.

SECTION 10.03. Exculpatory Provisions. No Agent will have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agents:

(a) will not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties);

(b) will not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that an Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as will be expressly provided for herein or in the other Loan Documents); provided that an Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) will not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and will not be liable for the failure to disclose, any information relating to the Loan Parties or any of their respective Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity.

No Agent will be liable for any action taken or not taken by it (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as will be necessary, or as such Agent will believe in good faith will be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (b) unless, and only to the extent that, a court of competent jurisdiction shall have determined, by a final and nonappealable judgment, that such action or inaction constituted gross negligence or willful misconduct on the part of such Agent. No Agent will be deemed to have knowledge of any Default unless and until notice (stating that it is a “notice of default”) describing such Default is given to any Agent by Ultimate Parent, the Borrower, a Lender or an L/C Issuer.

No Agent will be responsible for or have any duty to ascertain or inquire into (a) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (b) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (d) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument

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or document or (e) the satisfaction (or waiver) of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such Agent.

SECTION 10.04. Reliance by Agents. Each Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof), and will not incur any liability for relying thereon. In determining compliance with any condition under Article IV, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, each Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless such Agent will have received notice to the contrary from such Lender or such L/C Issuer prior to the Effective Date or the making of the applicable Credit Extension by such Lender or such L/C Issuer. Each Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 10.05. Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article X will apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and will apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

SECTION 10.06. Resignation of Agents. The Administrative Agent may, at any time, give notice of its resignation to the Lenders, each L/C Issuer, Ultimate Parent and the Borrower. Any resignation by the Administrative Agent pursuant to this Section 10.06 shall also constitute the resignation by JPMEL from being the London Agent. Upon receipt of any such notice of resignation, the Required Lenders will have the right, in consultation with Ultimate Parent and the Borrower, to appoint a successor, which will be a bank with an office in the United States or an Affiliate of any such bank. If no such successor will have been so appointed by the Required Lenders and will have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent notifies Ultimate Parent, the Borrower, the Lenders and the L/C Issuers that no qualifying Person has accepted such appointment, then such resignation will nonetheless become effective in accordance with such notice and (a) the retiring Agents shall be discharged from their duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through any Agent will instead be made by or to each Lender and each L/C Issuer directly, until such time as a successor Administrative Agent is appointed as provided for above in this Section 10.06. Upon the acceptance of a successor’s

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appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring (or retired) London Agent, and the retiring Administrative Agent and the retiring London Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 will continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.

Any resignation by JPMCB as Administrative Agent pursuant to this Section 10.06 will also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender (provided that such successor agrees to act in such capacity), (b) the retiring L/C Issuer and Swing Line Lender will be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer will issue letters of credit in substitution for the Letters of Credit, if any, issued by the retiring L/C Issuer that are outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

SECTION 10.07. Non-Reliance on Agents, Arrangers and Other Lenders and L/C Issuers. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon any Agent, any Arranger, any other Lender or any other L/C Issuer or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon any Agent, any Arranger, any other Lender or any other L/C Issuer or any of their Related Parties and based on such documents and information as it will from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 10.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, the Co-Syndication Agents or the Co-Documentation Agents will have any duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent, a Lender or an L/C Issuer hereunder, but all such Persons shall have the benefit of the indemnities provided for hereunder.

SECTION 10.09. Administrative Agent May File Proofs of Claim. In case any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, examinership or other judicial proceeding relative to any Loan Party is pending, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent will have made any demand on such Loan Party) will be entitled and empowered, by intervention in such proceeding or otherwise:

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(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.04(h), 2.04(i), 2.10 and 11.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent will consent to the making of such payments directly to the Lenders and the applicable L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.10 and 11.04.

Nothing contained herein will be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

SECTION 10.10. Guarantee Matters. (a) The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee if such Subsidiary Guarantor (i) after the Effective Date, ceases to be a Subsidiary of Ultimate Parent as a result of a transaction permitted hereunder, (ii) originally became a Subsidiary Guarantor on or after the Effective Date pursuant to Section 6.12 and is no longer required pursuant to the terms of such Section to be a Subsidiary Guarantor (after giving effect to any other releases of such Subsidiary Guarantor from its Guarantees of other Indebtedness to occur substantially simultaneously with the release of its obligations under the Obligations Guarantee ) or (iii) was voluntarily designated by Ultimate Parent as a Subsidiary Guarantor and Ultimate Parent requests, in writing, that the Administrative Agent release it from the Obligations Guarantee and no Event of Default would immediately result from such a release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee pursuant to this Section 10.10.

(b) The Lenders and each L/C Issuer irrevocably authorize the Administrative Agent to determine, in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Effective Date, the terms and conditions of any limitations to be set forth in the Subsidiary Guarantor Counterpart to be executed by such Foreign Subsidiary if the Administrative Agent determines (or is advised by counsel) that such limitations are required by applicable Law or are otherwise customary and appropriate for Guarantees provided by Persons organized in the jurisdiction of organization of such Foreign Subsidiary.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Loan Parties therefrom, will be effective unless in writing signed by the Required Lenders, Ultimate Parent and the Borrower (and, if the rights of any other Loan Party shall be affected thereby, such Loan Party), and acknowledged by the Administrative Agent (such acknowledgement not to be unreasonably withheld, conditioned or delayed) and each such waiver or consent will be effective only in the specific instance and for the specific purpose for which given; provided that any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Ultimate Parent, the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (x) such amendment does not adversely affect the rights of any Lender or (y) the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; provided further that no such amendment, waiver or consent will:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or fees due to any Lender hereunder or under any other Loan Document without the written consent of such Lender, or postpone any date fixed by this Agreement for any payment of an L/C Borrowing without the written consent of each Lender;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders will be necessary to waive any obligation of the Borrower to pay interest at the default rate or change the amount of the default rate specified in Section 2.09(b);

(d) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

(e) amend Section 1.05 or the definition of “Alternative Currency” without the written consent of each Lender;

(f) release Ultimate Parent, Intermediate Parent or all of the Subsidiary Guarantors from the Obligations Guarantee in Section 9.01 (including, in each case, by limiting liability in respect thereof (other than as required by applicable Law)) without the written consent of each Lender, except, in the case of all of the Subsidiary Guarantors, to the extent the release of all of the Subsidiary Guarantors is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); or

(g) change any provision of this Section 11.01 or the percentage set forth in the definition of “Required Lenders” or any other provision hereof specifying the number or

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percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender;

provided further that (i) no amendment, waiver or consent will, unless in writing and signed by such L/C Issuer in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver or consent will, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement and (iii) no amendment, waiver or consent will, unless in writing and signed by such Agent in addition to the Lenders required above, affect the rights or duties of any Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) any amendment, waiver or consent referred to in clause (a), (b) or (c) above shall require the consent of such Defaulting Lender in the event such Defaulting Lender shall be directly affected thereby and (y) any amendment, waiver or consent requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Any amendment, waiver or consent effected in accordance with this Section 11.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

SECTION 11.02. Notices; Effectiveness; Electronic Communication. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 11.02(b)), all notices and other communications provided for herein will be in writing and will be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax or e-mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone will be made to the applicable telephone number, as follows:

(i) if to any Loan Party, any Agent or the Swing Line Lender, to the address, fax number, electronic mail address or telephone number specified for such Person on Schedule 11.02;

(ii) if to any other Lender, to the address, fax number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain MNPI); and

(iii) if to any L/C Issuer, to it at its address (or fax number) most recently specified by it in a notice delivered to the Administrative Agent, Ultimate Parent and the Borrower (or, in the absence of any such notice, to the address (or fax number) set forth in the Administrative Questionnaire of the Lender that is serving as such L/C Issuer or is an Affiliate thereof).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, will be deemed to have been given when received; notices and other communications sent by fax will be deemed to have been given when sent (except that, if not

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given during normal business hours for the recipient, will be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in Section 11.02(b), will be effective as provided in such Section.

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing will not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. In addition to e-mail communications permitted as set forth above, the Administrative Agent or the Loan Parties may, in their discretion, agree to accept notices and other communications to it hereunder by other electronic communications pursuant to procedures approved by them; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address will be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication will be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website will be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event will any Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or any Agent’s transmission of Company Materials through the Platform, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event will any Agent Party have any liability to the Loan Parties, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Loan Parties and any Agent, any L/C Issuer and the Swing Line Lender may change its address, fax number, telephone number or electronic mail address for notices and other communications hereunder by notice to the other

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parties hereto. Each other Lender may change its address, fax number, telephone number or electronic mail address for notices and other communications hereunder by notice to the Loan Parties, the Administrative Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender and each L/C Issuer agrees to notify each Agent from time to time to ensure that such Agent has on record (i) an effective address, contact name, telephone number, fax number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender or such L/C Issuer. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Company Materials, if any, that are not made available through the “Public Side Information” portion of the Platform and that may contain MNPI.

(e) Reliance by Agents, L/C Issuers and Lenders. The Agents, the L/C Issuers and the Lenders will be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Bid Requests and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower or any other Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower will indemnify each Agent, each L/C Issuer, each Lender and their respective Related Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on any notice purportedly given by or on behalf of the Borrower or any other Loan Party. All telephonic notices to and other telephonic communications with each Agent may be recorded by such Agent, and each of the parties hereto hereby consents to such recording.

SECTION 11.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or any Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Agents, the L/C Issuers and the Lenders provided hereunder or under the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 11.01, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Credit Extension shall not be construed as a waiver of any Default, regardless of whether any Agent, any L/C Issuer, any Lender or any Related Party of any of the foregoing may have had notice or knowledge of such Default at the time.

SECTION 11.04. Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower and each other Loan Party will pay (i) all reasonable and documented out of pocket expenses incurred by the Agents, the Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Agents and the Arrangers, which shall be limited to Cravath, Swaine & Xxxxx LLP and one local counsel in each of Ireland, Luxembourg and, if deemed reasonably necessary by the Agents or the Arrangers, each jurisdiction of organization of any other Loan Party), in connection with the

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structuring, arrangement, syndication, preparation, negotiation, execution, delivery and administration of the Commitment Letter, the Fee Letters, this Agreement and the other Loan Documents and the credit facility provided for herein and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by the L/C Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Agents, the Arrangers and their respective Affiliates, the L/C Issuers, the Swing Line Lender and the Lenders (including the reasonable fees, disbursements and other charges of counsel, which shall be limited to one primary counsel and one local counsel in each of Ireland, Luxembourg and, if deemed reasonably necessary by the Agents, the Arrangers, the Lenders or the L/C Issuers, each jurisdiction of organization of any other Loan Party (and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and one additional local counsel in each such jurisdiction) to each group of affected parties that are similarly situated, taken as a whole) in connection with the enforcement or protection of their respective rights in connection with this Agreement and the other Loan Documents and the credit facility provided for herein, including its rights under this Section 11.04.

(b) Indemnification by the Borrower. The Borrower and the other Loan Parties will indemnify each Agent (and any sub-agent thereof), each Arranger, each Co-Syndication Agent, each Co-Documentation Agent, each Lender, each L/C Issuer and each Related Party of any of the foregoing Persons and the successors and assigns of each of the foregoing (each an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of counsel, which shall be limited to one primary counsel, one local counsel in each of Ireland, Luxembourg and, if deemed necessary by the Indemnitees, one local counsel in each other appropriate jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and one additional local counsel in each such jurisdiction) to each group of affected Indemnitees that are similarly situated, taken as a whole) arising out of, in connection with, or as a result of (i) the Transactions, (ii) the preparation, execution or delivery of the Commitment Letter, the Fee Letters, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of any Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iii) any Loan, Commitment, Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Ultimate Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Ultimate Parent or any of its Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Loan Party, or any Affiliate thereof, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity will not, as to any Indemnitee, apply to (A) losses, claims, damages, liabilities or related expenses to the extent they (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Indemnified Parties or (y) result from a claim brought by a Loan Party against such Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or

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under any other Loan Document, but only if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (B) a claim of any Indemnitee solely against one or more Indemnitees (other than a dispute involving a claim against any Agent, any Co-Syndication Agent, any Co-Documentation Agent or any Arranger) not arising out of or in connection with any act or omission of Ultimate Parent or its Subsidiaries or any of their respective Related Parties. Notwithstanding any of the foregoing provisions to the contrary, this Section 11.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses, claims or damages arising from a non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under Section 11.04(a) or 11.04(b) to be paid by them to any Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender, as applicable, in its capacity as such, or against any Related Party of any of the foregoing acting for any Agent (or any such sub-agent), any L/C Issuer or the Swing Line Lender, as applicable, in connection with such capacity. The obligations of the Lenders under this Section 11.04(c) are subject to the provisions of Section 2.13(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, none of the parties to this Agreement shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent that such damages are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, however, that in no event will any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). Nothing in this Section 11.04(d) shall abrogate, modify or diminish the obligations of the Agents, the Lenders and the L/C Issuers to keep certain information confidential in the manner and to the extent provided in Section 11.07.

(e) Payments. All amounts due under this Section 11.04 will be payable not later than ten (10) Business Days after demand therefor.

(f) Survival. The agreements in this Section 11.04 will survive the resignation of any Agent, any L/C Issuer or the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of any and all of the Obligations.

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SECTION 11.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent, any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied will be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (b) each Lender and each L/C Issuer severally agrees to pay to such Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by such Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence will survive the payment in full of the Obligations and the termination of this Agreement.

SECTION 11.06. Successors and Assigns. (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any L/C Issuer that issues any Letter of Credit), except that none of Ultimate Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and each Lender (except in connection with any merger or consolidation permitted by Section 7.03) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.06(e) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any L/C Issuer that issues any Letter of Credit), Participants to the extent provided in Section 11.06(e), the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Indemnitees and, to the extent expressly contemplated hereby, the sub-agents of the Agents and the Related Parties of any of the Agents, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may, at any time, assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B) in any case not described in Section 11.06(b)(i)(A), the aggregate amount of the Commitment or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (or the US Dollar Equivalent thereof in the case of any Loan denominated in an Alternative Currency or a Discretionary Alternative Currency) unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing, Ultimate Parent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment so assigned, except that this clause (ii) shall not apply to rights and obligations in respect of Bid Loans or to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 11.06(b)(i)(B) and in addition:

(A) the consent of Ultimate Parent (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, in each case that is not a Non-Qualifying Lender; provided that Ultimate Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund;

(C) the consent of each L/C Issuer (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment; and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment.

The parties hereto acknowledge and agree that (x) the Administrative Agent shall have no duty or obligation to ascertain whether any Lender is a Non-Qualifying Lender or with respect to obtaining (or confirming the receipt) of any written

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consent of Ultimate Parent to any assignment to a Non-Qualifying Lender, any such duty and obligation being solely with the assigning Lender and the assignee, and (y) the Administrative Agent may rely upon, and shall incur no liability therefor, any determination by Ultimate Parent, any Lender or any prospective Lender as to whether any Person is a Non-Qualifying Lender (and, in connection with any proposed assignment, may require confirmation by Ultimate Parent as to Ultimate Parent’s determination whether the proposed assignee is a Non-Qualifying Lender prior to accepting any such assignment for recordation in the Register).

The Borrower consents to the assignments and transfers of rights and obligations permitted under and made in accordance with this Section 11.06(b). The Borrower and Actavis SCS agree and confirm that each of their guarantee and/or indemnity obligations (as applicable) under the Loan Documents granted by each of them in support of their respective borrowing obligations, guarantee and/or indemnity obligations (as applicable) under the Loan Documents will continue notwithstanding any assignment or transfer under this Section 11.06(b) and will extend to cover and support obligations transferred or assigned and owed to new Lenders that have been assigned to pursuant to this Section 11.06(b) and the Lenders hereby expressly accept and confirm for the purposes of article 1278 and 1281 of the Luxembourg civil code that notwithstanding any assignment, transfer and/or novation under this Section 11.06(b) any guarantee shall be preserved for the benefit of any new Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to Ultimate Parent or any of Ultimate Parent’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.06(b) shall be treated for purposes of this

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Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(e).

(c) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Ultimate Parent and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to any Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this Section 11.06(c), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(d) Register. (i) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Loan Parties (and such agency being solely for Tax purposes), shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Loan Parties, the Agents, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Loan Parties and, solely with respect to the Commitments of, and principal amounts (and stated interest) of the Loans or L/C Obligations owing to, any Lender, such Lender or such L/C Issuer, in each case at any reasonable time and from time to time upon reasonable prior notice.

(ii) Upon receipt by the Administrative Agent of an Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Platform) executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to above, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section 11.06 or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely

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with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 11.06(d)(ii). Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is not a Person made ineligible under Section 11.06(b)(v).

(e) Participations. Any Lender may at any time, without the consent of, or notice to, Ultimate Parent, the Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender, sell participations to any Person (other than a natural person, a Defaulting Lender or Ultimate Parent or any of Ultimate Parent’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Agents, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Loan Parties, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have no responsibility for maintaining a Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the second proviso to Section 11.01 that affects such Participant. Subject to Section 11.06(f), Ultimate Parent, the Borrower and the other Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b); provided that such Participant agrees to be subject to the provisions of Section 3.06 as if it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

(f) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Ultimate Parent’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless Ultimate Parent and the

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Borrower are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Sections 3.01(e) and 3.01(g) as though it were a Lender.

(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender, and this Section 11.06 shall not apply to any such pledge or assignment to secure obligations; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB assigns all of its Commitment and Loans pursuant to Section 11.06(b), JPMCB may, (i) upon 30 days’ notice to the Borrower and Ultimate Parent and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower and Ultimate Parent, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower or Ultimate Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that neither failure by the Borrower or Ultimate Parent to appoint any such successor nor such successor’s acceptance of such appointment shall affect the resignation of JPMCB as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If JPMCB resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, and such successor’s acceptance of such appointment, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (B) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, issued by JPMCB and outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMCB to effectively assume the obligations of JPMCB with respect to such Letters of Credit.

SECTION 11.07. Treatment of Certain Information; Confidentiality. Each of the Agents, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or

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any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Ultimate Parent, the Borrower or any other Subsidiary and its obligations, (g) with the consent of Ultimate Parent, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.07 or (ii) becomes available to any Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties or (i) in the case of any Person that is, or any Affiliate of which is, a party to the Existing Actavis Term Loan Credit Agreement, the New Actavis Term Loan Credit Agreement, the WC Term Loan Credit Agreement or any other syndicated credit agreement of Ultimate Parent or any of its Subsidiaries, as expressly permitted by the terms of such credit agreement. It is agreed that, notwithstanding the restrictions of any prior confidentiality agreement with Ultimate Parent or any Subsidiary binding on any Agent, any Arranger, any Co-Documentation Agent or any Co-Syndication Agent, or any of their respective Affiliates, such Persons (and their respective Affiliates) may disclose Information as provided in this Section 11.07.

For purposes of this Section 11.07, “Information” means all information received from Ultimate Parent or any Subsidiary relating to Ultimate Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to any Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by Ultimate Parent or any Subsidiary; provided that, in the case of information received from Ultimate Parent or any Subsidiary after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 will be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Agents, the Lenders and the L/C Issuers acknowledges that (a) the Information may include MNPI, (b) it has developed compliance procedures regarding the use of MNPI and (c) it will handle all MNPI in accordance with applicable Law, including United States federal and state and applicable foreign securities Laws.

Subject to any applicable requirements of United State federal, state or local or applicable foreign Laws or regulations, including securities Laws or regulations, none of the Agents, the Lenders or the L/C Issuers will make or cause to be made, whether orally, in writing or otherwise, any public announcement or statement that is intended for the general public and not targeted primarily to reach audiences in the banking industry and the banking industry’s customers with respect to the transactions contemplated by this Agreement, or any of the provisions of this Agreement, without the prior written approval of Ultimate Parent as to the form, content and timing of such announcement or disclosure, which approval may be given or withheld in Ultimate Parent’s sole discretion.

SECTION 11.08. Right of Setoff. If an Event of Default will have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of

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any Loan Party against any and all of its obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer will have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents, the Lenders and the L/C Issuers, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and its Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or its Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Loan Parties and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice will not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, any L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

SECTION 11.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents will not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender will receive interest in an amount that exceeds the Maximum Rate, the excess interest will be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by any Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 11.10. Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, including the commitments of the Lenders and, if applicable, their Affiliates under the Commitment Letter and any commitment advice submitted by them (but do not supersede any other provisions of the Commitment Letter or the Fee Letters that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which provisions shall remain in full force and effect). This Agreement will become effective upon the satisfaction (or waiver) of the conditions precedent set forth in Section 4.01. Delivery of an executed counterpart of a signature page of any Loan Document by facsimile or other electronic transmission (including “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of such Loan Document.

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SECTION 11.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith will survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent, each L/C Issuer and each Lender, regardless of any investigation made by or on behalf of any Agent, any L/C Issuer or any Lender or any of their respective Affiliates and notwithstanding that any Agent, any L/C Issuer or any Lender or any of their respective Affiliates may have had notice or knowledge of any Default on the Effective Date or at the time of any Credit Extension, and will continue in full force and effect as long as any Loan or any other Obligation hereunder will remain unpaid or unsatisfied or any Letter of Credit will remain outstanding.

SECTION 11.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents will not be affected or impaired thereby and (b) the parties will endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

SECTION 11.13. Replacement of Lenders. In the event (a) any Lender requests compensation under Section 3.04, (b) the Loan Parties are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 (other than additional amounts arising from VAT), (c) any Lender becomes a Defaulting Lender or (d) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement or any other Loan Document requested by a Loan Party that requires the consent of all the Lenders (or all the affected Lenders) and such amendment, waiver or other modification is consented to by the Required Lenders, then Ultimate Parent or the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or 3.04) and obligations under this Agreement and the other Loan Documents to an assignee that will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that:

(a) the Borrower will have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(b) such Lender will have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

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(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender will not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Loan Party to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

SECTION 11.14. Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY HERETO OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT WILL AFFECT ANY RIGHT THAT ANY AGENT, ANY L/C ISSUER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE LOAN PARTIES OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION FOR THE PURPOSE OF ENFORCEMENT OF A JUDGMENT.

(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 11.14(B). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

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APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 11.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

SECTION 11.16. USA PATRIOT Act. Each Lender that is subject to the Patriot Act and each Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or such Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall, promptly following a request by any Agent or any Lender, provide all documentation and other information that such Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

SECTION 11.17. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used will be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Loan Party in respect of any such sum due from it to any Agent, any L/C Issuer or any Lender hereunder or under the other Loan Documents will, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Agent, such L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, such Agent, such L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to any Agent, any L/C Issuer or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such

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judgment, to indemnify such Agent, such L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to any Agent, any L/C Issuer or any Lender in such currency, such Agent, such L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person that may be entitled thereto under applicable Law).

SECTION 11.18. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document and any communications in connection therewith), the Loan Parties acknowledge and agree that: (a) (i) the arranging and other services regarding this Agreement provided by the Agents, the L/C Issuers, the Lenders and the Arrangers are arm’s-length commercial transactions between the Loan Parties, on the one hand, and the Agents, the L/C Issuers, the Lenders and the Arrangers, on the other hand, (ii) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate and (iii) the Loan Parties are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents, (b) (i) each of the Agents, the L/C Issuers, the Lenders and the Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other Person and (ii) none of any Agent, any L/C Issuer, any Lender or any Arranger has any obligation to the Loan Parties with respect to the transactions contemplated hereby, except those obligations expressly set forth herein and in the other Loan Documents, and (c) the Agents, the L/C Issuers, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties, and none of any Agent, any L/C Issuer, any Lender or any Arranger has any obligation to disclose any of such interests to the Loan Parties. To the fullest extent permitted by law, each of the Loan Parties hereby waives and releases any claims that it may have against the Agents, the L/C Issuers, the Lenders or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 11.19. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

SECTION 11.20. Appointment of Agent for Service of Process; Waiver of Immunity. (a) Each of Ultimate Parent, Intermediate Parent, the Borrower and each other Loan Party hereby irrevocably designates, appoints and empowers, for the benefit of the parties hereto (other than Ultimate Parent, Intermediate Parent, the Borrower or any other Loan Party) and the Indemnitees, Actavis as its designee, appointee and agent to receive, accept and acknowledge for and on behalf of it, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought in connection with or as a result of this Agreement, the other Loan Documents, the Credit Extensions made to the Borrower hereunder and the other transactions contemplated hereby. Such service may be made by mailing or delivering a copy of such process to Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party in care of Actavis at its address at Xxxxxx Corporate Center

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III, 000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx, Senior Vice President, Treasurer (or another officer of Actavis), and each of Ultimate Parent, Intermediate Parent, the Borrower and each other Loan Party hereby irrevocably authorizes and directs Actavis to accept such service on its behalf.

(b) Actavis hereby acknowledges and accepts its designation, appointment and empowerment by Ultimate Parent, Intermediate Parent, the Borrower and each other Loan Party (other than Actavis) as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf of, and in respect of their property, service of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought in connection with or as a result of this Agreement, the other Loan Documents, the Credit Extensions made to the Borrower hereunder and the other transactions contemplated hereby.

(c) In the event Ultimate Parent, Intermediate Parent, the Borrower or any other Loan Party or any of their respective property shall have or hereafter acquire, in any jurisdiction in which any action, proceeding or investigation may at any time be brought in connection with or as a result of this Agreement, the other Loan Documents, the Credit Extensions made to the Borrower hereunder and the other transactions contemplated hereby, any immunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, each of Ultimate Parent, Intermediate Parent, the Borrower and each other Loan Party hereby agrees not to claim, and hereby irrevocably and unconditionally waives, such immunity.

SECTION 11.21. Effect of this Agreement. For purposes of the Commitment Letter, this Agreement shall be deemed to be a “Credit Agreement Amendment” with respect to the “Existing Revolving Credit Agreement”, as each such term is defined in the Commitment Letter.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.


ACTAVIS PLC, as Ultimate Parent

by	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President, Treasurer

XXXXXX XXXXXXXX LIMITED, as Intermediate Parent

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

ACTAVIS CAPITAL S.À X.X., as Borrower

by	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Authorized Signatory

by	/s/ Xxxxxxx xxx Xxxxxx
	Name:	Xxxxxxx xxx Xxxxxx
	Title:	Class B Manager

ACTAVIS, INC., as a Subsidiary Guarantor

by	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President, Treasurer

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]


	ACTAVIS FUNDING SCS, as a Subsidiary Guarantor, a société en commandite simple organized under the laws of the Grand-Duchy of Luxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 187.310 and having a share capital of $20,000,

	Represented by Actavis International Holding S.à x.x., a société à responsabilité limitée incorporated under the laws of the Grand-Duchy of Luxembourg, having its registered office 0, xxx Xxxx Xxxxxx, X-0000 Xxxxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 172.484 and having a share capital of $75,764, in its capacity as general partner of Actavis Funding SCS.

		Itself represented by:

by	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Class A Manager and Authorized Signatory

by	/s/ Xxxxxxx xxx Xxxxxx
	Name:	Xxxxxxx xxx Xxxxxx
	Title:	Class B Manager and Authorized Signatory

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]


JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, L/C Issuer and Swing Line Lender,

	by	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Senior Vice President

JPMORGAN EUROPE LIMITED, as London Agent,

	by
		Name:
		Title:

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]


JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, L/C Issuer and Swing Line Lender,

	by
		Name:
		Title:

JPMORGAN EUROPE LIMITED, as London Agent,

	by	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Authorised Signatory, Vice President

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: Mizuho Bank, Ltd.

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

For any Lender requiring a second signature block:

	by
		Name:
		Title:

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: BNP Paribas

	by	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Director

For any Lender requiring a second signature block:

	by	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Vice President

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: HSBC Bank USA, N.A.

	by	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Senior Vice President

For any Lender requiring a second signature block:

	by
		Name:
		Title:

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: DEUTSCHE BANK AG NEW YORK BRANCH

	by	/s/ Xxxx X. Xxx
		Name:	Xxxx X. Xxx
		Title:	Vice President

For any Lender requiring a second signature block:

	by	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Vice President

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


DNB CAPITAL LLC

	by	/s/ Xxxxxxx Xx
		Name:	Xxxxxxx Xx
		Title:	First Vice President

For any Lender requiring a second signature block:

	by	/s/ Xxxxx X. Xxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxx
		Title:	Senior Vice President

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: LLOYDS BANK PLC

	by	/s/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	Assistant Vice President – G011

For any Lender requiring a second signature block:

	by	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President – P003

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

	by	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Managing Director

	by	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.


Name of Institution: PNC Bank, National Association

	by	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Senior Vice President

For any Lender requiring a second signature block:

	by
		Name:
		Title:

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

SIGNATURE PAGE TO

THE REVOLVING CREDIT AND GUARANTY AGREEMENT OF

ACTAVIS CAPITAL S.À X.X.

[Signature Page to Actavis Revolving Credit and Guaranty Agreement]

Schedule 2.01

Commitments


Lender	Commitment
JPMorgan Chase Bank, N.A.	$	70,000,000
Mizuho Bank, Ltd.	$	70,000,000
Xxxxx Fargo Bank, National Association	$	70,000,000
Barclays Bank PLC	$	50,000,000
BNP Paribas	$	50,000,000
HSBC Bank USA, N.A.	$	50,000,000
Sumitomo Mitsui Banking Corporation	$	50,000,000
TD Bank, N.A.	$	50,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	50,000,000
The Royal Bank of Scotland plc	$	50,000,000
Citibank, N.A.	$	40,000,000
Deutsche Bank AG New York Branch	$	40,000,000
DNB Capital LLC	$	40,000,000
Lloyds Bank	$	40,000,000
The Bank of Nova Scotia	$	40,000,000
Australia and New Zealand Banking Group Limited	$	30,000,000
Compass Bank	$	30,000,000
Credit Agricole Corporate and Investment Bank	$	30,000,000
Fifth Third Bank	$	30,000,000
Xxxxxx Xxxxxxx Bank, N.A.	$	30,000,000
PNC Bank, National Association	$	30,000,000
Santander Bank, N.A.	$	30,000,000
U.S. Bank National Association	$	30,000,000

Total:	$	1,000,000,000

Schedule 5.06

Litigation

None.

Schedule 5.14

Subsidiaries


Name		Jurisdiction of Incorporation

Actavis (MEEA) FZE (UAE)		United Arab Emirates
Actavis GmbH		Austria
Forest Laboratories Osterreich GmbH		Austria
Actavis Pharma Pty Ltd. (f/k/a Xxxxxx Pharma Pty Ltd)		Australia
Actavis Pty Ltd (f/k/a/ Ascent Pharmaceuticals Pty Ltd)		Australia
Ascent Australia Pty Ltd		Australia
Ascent Pharmahealth Pty Ltd		Australia
Eremad Pty Ltd.		Australia
Medis Pharma Pty Ltd. (f/k/a Spirit Pharmaceuticals Pty Ltd)		Australia
Xxxxxx Xxxxxxxx Australia Pty. Ltd.		Australia
Willow Pharmaceuticals (Australia) Pty Ltd.		Australia
Ascent Pharma Pty Ltd.		Australia
Axcan Pharma (Australia) Pty Ltd		Australia
Gastro Services Pty Ltd		Australia
Estetra SPRL		Belgium
Femalon SPRL		Belgium
Odyssea Pharma SPRL		Belgium
Uteron Pharma Operations SPRL		Belgium
Uteron Pharma SPRL		Belgium
Uteron Pharma Technologies SPRL		Belgium
Xxxxxx Xxxxxxxx Pharmaceuticals B.V.B.A.		Belgium
Actavis EAD		Bulgaria
Actavis Operations EOOD		Bulgaria
Balkanpharma Dubnitza AD*		Bulgaria – 98.05%
Balkanpharma Securitiy EOOD		Bulgaria
Balkanpharma Xxxxxx AD*		Bulgaria - 98.32%
Opening Pharma Bulgaria EOOD		Bulgaria
Schein Pharmaceutical Ltd		Bermuda
Xxxxxx Xxxxxxxx Holdings Company II, Limited		Bermuda
Xxxxxx Xxxxxxxx Holdings Company III, Limited		Bermuda
Xxxxxx Xxxxxxxx Limited		Bermuda
Actavis Farmaceutica LTDA (f/k/a Arrow Farmaceutica LTDA)		Brazil
Actavis Canada Company (f/k/a Arrow Pharmaceuticals)		Canada
Actavis Pharma Company (f/k/a Cobalt Ph. & Arrow Ph. OTC)		Canada
Aptalis Pharma Canada, ULC		Canada
Aptalis Pharma Export, Inc.		Canada
3242038 Nova Scotia Company		Canada
3948587 Canada Inc.		Canada
Abri Pharmaceuticals Company		Canada
Biozymes Inc.		Canada
Forest Laboratories Canada Inc.		Canada
FRX Xxxxxxxxx Canada ULC		Canada
Xxxxxx Xxxxxxxx Canada Co.		Canada
Actavis Specialty Pharmaceuticals (f/k/a Xxxxxx Pharma Co)		Canada
Actavis S.a.r.l. Steinhausen branch		Switzerland
Actavis Switzerland AG		Switzerland
Oncopharma AG		Switzerland
Xxxxxx Xxxxxxxx Pharmaceuticals S.Ã .x.x.		Switzerland


Marrow Pharmaceuticals Research & Development Co Ltd.		China
Med All Enterprise (Shanghai) Co. Ltd.		China / Shanghai
Actavis (Cyprus) Ltd.		Cyprus
Balkanpharma Healthcare International (Cyprus) Ltd.		Cyprus
Paomar Plc.		Cyprus
Actavis CZ a.s.		Czech Republic
Forest Laboratories Denmark APS		Denmark
Actavis Holding Germany GmbH		Germany
Medis Pharma GmbH		Germany
Xxxxxx Xxxxxxxx Deutschland GmbH		Germany
Actavis A/S		Denmark
Actavis Nordic A/S		Denmark
Arrow Group ApS		Denmark
Arrow Pharma ApS		Denmark
Colotech A/S		Denmark
Medis-Danmark A/S		Denmark
Arrow ApS		Denmark
Xxxxxx Xxxxxxxx Iberia S.L.U.		Spain
Actavis OY (Finland)		Finland
Aptalis Pharma SAS		France
Axcan France (Invest) SAS		France
Eurand France S.A.S.		France
Forest Laboratories France S.A.S.		France
Medis Pharma France SAS		France
S.C.I. La Prévôté		France
Xxxxxx Xxxxxxxx France SAS		France
Actavis Holdings UK II Ltd.		UK
Actavis Holdings UK Ltd.		UK
Actavis UK Ltd.		UK
Arrow Generics Ltd.		UK
Arrow No7 Ltd.		UK
Bowmed Ltd.		UK
Breath Limited		UK
Xxxxxxxx UK Limited		UK
Durata Therapeutics Limited		UK
Eden Biodesign Ltd.		UK
Eden Biopharm Group Ltd.		UK
Eden Biopharm Ltd.		UK
Actavis Isle of Man Ltd.		Isle of Man
Milbook (NI) Limited		UK
Nicobrand Limited		UK
PB North America		UK
Xxxxxx Xxxxxxxx Acquisition Limited		UK
Xxxxxx Xxxxxxxx Pharmaceuticals UK Limited		UK
Xxxxxx Xxxxxxxx Research Laboratories Limited		UK
Xxxxxx Xxxxxxxx UK Limited		UK
WC Pharmaceuticals I Limited		Gibraltar
WC Pharmaceuticals II Limited		Gibraltar
Aptalis Pharma GmbH		Germany
Forest Laboratories Deutschland GmbH		Germany
Alet SA		Greece
Specifar SA		Greece
Arrow Pharma HK Ltd.		Hong Kong
Ascent Pharmahealth Hong Kong Ltd.		Hong Kong
Actavis Hong Kong Limited		Hong Kong
Actavis Hungary Kft		Hungary


PT Actavis Indonesia		Indonesia
Actavis Ireland Holding Limited		Ireland
Actavis Ireland Ltd.		Ireland
Forest Laboratories Holdings Ltd.		Ireland
Forest Laboratories Ireland Ltd		Ireland
Forest Laboratories Limited		Ireland
Forest Laboratories Services Limited		Ireland
Forest Tosara Ltd.		Ireland
Ireland Actavis Finance Limited		Ireland
Tosara Exports Ltd.		Ireland
Aptalis Pharma Ltd.		Ireland
Selamine Ltd.		Ireland
Xxxxxx Xxxxxxxx (Ireland) Limited		Ireland
Xxxxxx Xxxxxxxx Intermediate (Ireland) Limited		Ireland
Xxxxxx Xxxxxxxx plc		Ireland
Arrow Blue Ltd*		Israel – 50.1%
Actavis Pharma Development Centre Pvt Ltd.		India
Actavis Pharma Private Ltd.		India
Lotus Laboratories Private Ltd.		India
Xxxxxx Pharma Private Ltd. - Mumbai		India
Actavis ehf		Iceland
Actavis Group ehf		Iceland
Actavis Group PTC ehf		Iceland
Actavis Pharma Holding 4 ehf (APH4)		Iceland
Actavis Pharma Holding 5 ehf (APH5)		Iceland
Medis ehf		Iceland
Actavis Italy S.p.A.		Italy
Aptalis Pharma S.r.l.		Italy
Forest Laboratories Italy S.R.L.		Italy
Xxxxxx Xxxxxxxx Italy S.r.l.		Italy
Actavis KK		Japan
UAB Actavis Baltic		Lithuania
UAB Actavis Baltic Estonia Branch		Estonia
UAB Actavis Baltic Latvia Branch		Latvia
Actavis Acquisition 1 S.a.r.l. (f/k/a Xxxxxx PhS. a x.x.)		Luxembourg
Actavis Acquisition 1 S.a.r.l. Irish Branch		Ireland
Actavis Acquisition 2 S.a.r.l. (f/k/a Xxxxxx Ph Actavis S. a x.x.)		Luxembourg
Actavis Capital S.a.r.l. (f/k/a Actavis WC Holding S. a x.x.)		Luxembourg
Actavis Finance S.a.r.l.		Luxembourg
Actavis Holding 2 S.a.r.l. (f/k/a WatsonPhHldg 2 S.a x.x.)		Luxembourg
Actavis International Holding S.a.r.l. (f/k/a WatsonPhHldg.)		Luxembourg
Actavis Luxembourg International S. a x.x.		Luxembourg
Actavis Pharma Holding S.a.r.l. (f/k/a WatsonPharma S.a x.x.)		Luxembourg
Actavis WC 1 S.a x.x. (f/k/a WC Luxembourg S. a x.x.)		Luxembourg
Actavis WC 2 S.a x.x. (f/k/a XX Xxxxx S.aÂ x.x.)		Luxembourg
Actavis WC 3 S.a x.x. (f/k/a XX Xxxxx Holdings S.aÂ x.x. )		Luxembourg
Actavis, Inc. II SCS		Luxembourg
Actavis, Inc. SCS (f/k/a Xxxxxx Pharmaceuticals, Inc. SCS)		Luxembourg
Actavis S.a.r.l.		Luxembourg
Actavis Finance S.a x.x. Co.		Luxembourg
Actavis Malta Ltd.		Malta
Actavis Export International Ltd.		Malta
Actavis International Ltd.		Malta
Actavis Ltd.		Malta
Arrow International Ltd.		Malta
Arrow Pharma (Malta) Ltd.		Malta


Arrow Pharmaceutical Holdings Ltd.		Malta
Arrow Supplies Ltd.		Malta
Xxxxxx Xxxx Ltd.		Malta
Xxxxx Xxxx Holdings Ltd.		Malta
Marrow Holdings Ltd.		Malta
Arrow Laboratories Ltd.		Malta
Actavis S. de X.X. de C.V.		Mexico
Actavis Pharma S. de X.X. de C.V. (f/k/a WatsonPh. S. de RL de CV)		Mexico
Xxxxxx Laboratories S. de X.X. de C.V.		Mexico
Actavis Sdn. Bhd (f/k/a Ascent PharmahealthMalaysiaSdn.)		Malaysia
Actavis Dutch Holding BV		Netherlands
Actavis Holding Asia BV		Netherlands
Actavis Holding BV		Netherlands
Actavis Holding CEE BV		Netherlands
Actavis Holding NWE BV		Netherlands
AHI C.V.		Netherlands
Aptalis Holding B.V.		Netherlands
Aptalis Netherlands B.V.		Netherlands
Durata Therapeutics Holding CV		Netherlands
Durata Therapeutics International BV		Netherlands
FL Holding C.V.		Netherlands
Forest Finance B.V.		Netherlands
Forest Pharma B.V.		Netherlands
GM Invest BV		Netherlands
PharmaPack International BV		Netherlands
Arrow Pharma Holdings BV		Netherlands
Xxxxxx Xxxxxxxx Nederland BV		Netherlands
Actavis Norway A/S		Norway
Arrow Pharma AS		Norway
Actavis New Zealand Limited (f/k/a Arrow Pharm (NZ) Ltd)		New Zealand
Spirit Pharmaceuticals NZ Pty Ltd.		New Zealand
Actavis Polska Sp. z.o.o.		Poland
Biovena Pharma Sp. z.o.o.		Poland
Arrow Poland SA		Poland
Xxxxxx Xxxxxxxx Company, LLC		Puerto Rico
Anda Puerto Rico, Inc		Puerto Rico
Actavis A/S Sucursal Portugal Branch		Portugal
Arrowblue Productos Farmaceuticos SA		Portugal
Actavis SRL		Romania
Sindan Pharma SRL		Romania
Actavis d.o.o. Belgrade		Serbia
Zdravlje AD		Serbia
Zdravlje Trade d.o.o.		Serbia
Open Pharma LLC		Russia
LLC Actavis		Russia
Actavis AB		Sweden
Actavis Holding AB		Sweden
Arrow Lakemedel AB		Sweden
Recept Pharma RP AB		Sweden
Actavis Asia Pacific Pte. Ltd.		Singapore
Ascent Pharmahealth Asia Pte Ltd		Singapore
Drug House of Australia Pte Ltd		Singapore
Actavis S.r.o.		Slovak Republic
Forest Laboratories Spain, SL		Spain
Forest Laboratories Switzerland GmbH		Switzerland
Varioraw Percutive Sàrl		Switzerland


Silom Medical Co., Ltd		Thailand
Silom Medical International Co., Ltd.		Thailand
Actavis Istanbul Ilac Sanayive Ticaret Ltd. Sirketi		Turkey
Actavis Ilaclari AS		Turkey
International Generics Co. Ltd.		Taiwan
Actavis Ukraine LLC		Ukraine
Forest Laboratories UK Ltd.		UK
Pharmax Holding Ltd.		UK
Aptalis Pharma UK Limited		UK
MPEX London Ltd.		UK
Actavis Xxxxxxxxx, LLC		US - Delaware
Actavis Xxxxxx LLC		US - Delaware
Actavis LLC		US - Delaware
Actavis Mid Atlantic, LLC		US - Delaware
Actavis Pharma Inc.(f/k/a Xxxxxx Pharma, Inc.)		US - Delaware
Actavis South Atlantic, LLC		US - Delaware
Actavis Totowa LLC		US - Delaware
Actavis US Holding LLC		US - Delaware
Actavis W.C. Holding Inc.		US - Delaware
Actavis, Inc.		US - Nevada
AHI CV HoldCo, LLC		US - Delaware
APBI Holdings, LLC		US - North Carolina
Aptalis Holdings, Inc.		US - Delaware
Aptalis Pharma US, Inc.		US - Delaware
Aptalis Pharmatech, Inc.		US - Nevada
Axcan EU LLC		US - Delaware
Ancirc Pharmaceuticals		US - New York
Anda Inc.		US - Florida
Anda Marketing, Inc.		US - Florida
Anda Pharmaceuticals, Inc.		US - Florida
Anda Veterinary Supply Inc.		US - Florida
Andrx Corporation		US - Delaware
Andrx Laboratories (NJ)		US - Delaware
Andrx Labs LLC		US - Delaware
Andrx Pharmaceuticals (Mass), Inc.		US - Florida
Andrx Pharmaceuticals (NC) Equipment LLC		US - Delaware
Andrx Pharmaceuticals (NC), Inc.		US - Florida
Andrx Pharmaceuticals Equipment #1, LLC		US - Florida
Andrx Pharmaceuticals Sales and Marketing, Inc.		US - Florida
Andrx Pharmaceuticals, LLC		US - Delaware
Andrx South Carolina I, Inc.		US - South Carolina
Cerexa Inc.		US - Delaware
Circa Pharmaceuticals West, Inc.		US - California
Circa Sub		US - New York
Cobalt Laboratories LLC		US - Delaware
Commack Properties, Inc.		US - Delaware
Coventry Acquisition, LLC		US - Delaware
Cybear, LLC		US - Delaware
Del Mar Indemnity Co. Inc.		US - Hawaii
Development Partners, LLC		US - Delaware
Dogwood Pharmaceuticals, Inc.		US - Delaware
Durata Therapeutics, Inc.		US - Delaware
Durata Therapeutics US, Limited		US - Delaware
Eden Biodesign Inc.		US - Delaware
FL Cincinnati I Inc.		US - Delaware
FLI International LLC		US - Delaware


Forest Laboratories Products Corp.		US - Delaware
Forest Laboratories, LLC		US - Delaware
Forest Pharmaceuticals, Inc.		US - Delaware
Forest Research Institute, Inc.		US - New Jersey
FRX Xxxxxxxxx DE LLC		US - Delaware
FRX Xxxxxxxxx Holdings, Inc.		US - Delaware
Genupro, LLC		US - North Carolina
Inwood Laboratories, Incorporated		US - New York
Xxxxxx R&D Laboratories, Inc.		US - California
Marsam Pharma, LLC		US - Delaware
MPEX Pharmaceuticals Inc.		US - Delaware
MSI, Inc		US - Delaware
Natrapac Inc.		US - Utah
R&D Ferriecit Capital Resources, Inc.		US - California
R&D New Media Services Inc.		US - California
R&D Pharmaceutical, Inc.		US - California
R&D Research & Development Corp.		US - California
Royce Laboratories, Inc.		US - Florida
Royce Research & Development Limited Partnership I		US - Florida
Royce Research Group, Inc.		US - Florida
Rugby Laboratories, Inc.		US - New York
RxAPS, Inc.		US - Florida
Schein Bayer Pharmaceutical Services, Inc.		US - Delaware
Schein Pharmaceutical International, Inc.		US - Delaware
SR Six, Inc.		US - Florida
The Rugby Group, Inc.		US - New York
Valmed Pharmaceuticals, Inc.		US - New York
Vicuron Pharmaceuticals, Inc.		US - Delaware
Xxxxxx Xxxxxxxx (US), LLC		US - Delaware
Xxxxxx Xxxxxxxx Corporation		US - Delaware
Xxxxxx Xxxxxxxx Finance LLC		US - Delaware
Xxxxxx Xxxxxxxx Leasing Equipment Inc.		US - Delaware
Xxxxxx Xxxxxxxx Sales (US), LLC		US - Delaware
Xxxxxx Cobalt Holdings, LLC		US - Delaware
Xxxxxx Diagnostics Inc.		US - Delaware
Xxxxxx Laboratories Inc. (Connecticut)		US - Connecticut
Xxxxxx Laboratories Inc. (Corona)		US - Nevada
Xxxxxx Laboratories Inc. Ohio		US - New York
Xxxxxx Laboratories LLC		US - Delaware
Xxxxxx Laboratories, Inc. (Arizona)		US - Delaware
Xxxxxx Laboratories, Inc. (Copiague)		US - New York
Xxxxxx Laboratories, Inc. (Salt Lake City)		US - Delaware
Xxxxxx Laboratories, Inc. Florida		US - Florida
Xxxxxx Management Corporation		US - Florida
Xxxxxx Manufacturing Services, Inc.		US - Delaware
Xxxxxx Pharmaceuticals (NJ) Inc.		US - Delaware
Xxxxxx Therapeutics, Inc.		US - Florida
Actavis Puerto Rico Holdings, Inc.		US - Delaware
Tango US Holdings Inc.		US - Delaware
Seeker Investments Limited		British Virgin Islands
Soosysoo Ltd.		British Virgin Islands
Xxxxxx Pharmaceuticals (Asia) Ltd.		British Virgin Islands
Xxxxxx Pharmaceuticals China Limited		British Virgin Islands
Xxxxxx Pharmaceuticals International Ltd.		British Virgin Islands
WP Holdings Ltd.		British Virgin Islands
Arrow Pharma Tender (Pty) Ltd.		South Africa


Pharmascript Pharmaceuticals Ltd.*		South Africa – 60%
Referral-Net (Pty) Ltd.		South Africa
Scriptpharm Marketing (Pty) Ltd.		South Africa
Scriptpharm Risk Management (Pty) Ltd.		South Africa
Spear Pharmaceuticals (Pty) Ltd.		South Africa
Xxxxxx Pharma (Pty) Ltd.		South Africa
Xxxxxx Pharma Holdings South Africa (Pty) Ltd.		South Africa
Xxxxxx Pharma Xx 0 (Xxx) Xxx.		Xxxxx Xxxxxx
Xxxxxx 0000 (Pty) Ltd.		South Africa
Makewhey Products (Pty) Ltd.		South Africa
Furiex Pharmaceuticals, Inc.		US - New Jersey
Avocado Acquisition Inc.		US - Delaware

Other than the entities indicated above, all other Subsidiaries are 100% owned by Actavis plc and its Subsidiaries.

Schedule 5.19

Existing Third Party Indebtedness


	Agreement	Issuer(s) / Borrower(s)	Guarantor(s)	Facility/ Notes	Original Principal Amount
1.	Actavis Revolving Credit and Guaranty Agreement dated as December 17, 2014	Actavis Capital S.a.r.l.	Actavis plc Xxxxxx Xxxxxxxx Ltd Actavis, Inc. Actavis Funding SCS	Revolving Credit Facility	$1,000,000,000 of commitments

2.	Third Amended and Restated Actavis Term Loan Credit and Guaranty Agreement dated as December 17, 2014	Actavis Capital S.a.r.l.	Actavis plc (Tranche A-1 only) Xxxxxx Xxxxxxxx Ltd Actavis, Inc. Actavis Funding SCS	Term Credit Facility (Tranche A-1 and A-2)	$1,800,000,000 (Tranche A-1) $2,000,000,000 (Tranche A-2)

3.	Second Amended and Restated WC Term Loan Credit and Guaranty Agreement dated as December 17, 2014	Xxxxxx Xxxxxxxx Corporation, Actavis WC 2 S.à x.x. Xxxxxx Xxxxxxxx Company, LLC	Actavis plc Xxxxxx Xxxxxxxx Ltd Xxxxxx Xxxxxxxx Finance, LLC	Term Credit Facility	$2,000,000,000

4.	Actavis Bridge Loan Credit and Guaranty Agreement dated as December 17, 2014	Actavis Capital S.a.r.l.	Xxxxxx Xxxxxxxx Ltd Actavis, Inc. Actavis Funding SCS	Bridge Credit Facility	$30,900,000,000 of commitments

5.	Actavis Term Loan Credit and Guaranty Agreement dated as December 17, 2014	Actavis Capital S.a.r.l.	Xxxxxx Xxxxxxxx Ltd Actavis, Inc. Actavis Funding SCS	Term Credit Facility	$5,500,000,000 of commitments

6.	Indenture	Actavis, Inc.	Actavis plc	1.875% Senior Notes due 2017	$1,200,000,000


	Agreement	Issuer(s) / Borrower(s)	Guarantor(s)	Facility/ Notes	Original Principal Amount
7.	Indenture	Actavis, Inc.	Actavis plc	6.125% Senior Notes due 2019	$400,000,000

8.	Indenture	Actavis, Inc.	Actavis plc	3.250% Senior Notes due 2022	$1,700,000,000

9.	Indenture	Actavis, Inc.	Actavis plc	4.625% Senior Notes due 2042	$1,000,000,000

10.	Indenture	Actavis Funding SCS	Xxxxxx Xxxxxxxx Ltd, Actavis, Inc. Actavis Capital S.a.r.l.	1.300% Senior Notes due 2017	$500,000,000

11.	Indenture	Actavis Funding SCS	Xxxxxx Xxxxxxxx Ltd, Actavis, Inc. Actavis Capital S.a.r.l.	2.450% Senior Notes due 2019	$500,000,000

12.	Indenture	Actavis Funding SCS	Xxxxxx Xxxxxxxx Ltd, Actavis, Inc., Actavis Capital S.a.r.l.	3.850% Senior Notes due 2024	$1,200,000,000

13.	Indenture	Actavis Funding SCS	Xxxxxx Xxxxxxxx Ltd, Actavis, Inc. Actavis Capital S.a.r.l.	4.850% Senior Notes due 2044	$1,500,000,000

14.	Indenture	Forest Laboratories, LLC	Actavis plc	4.375% Senior Notes due 2019	$1,050,000,000


	Agreement	Issuer(s) / Borrower(s)	Guarantor(s)	Facility/ Notes	Original Principal Amount
15.	Indenture	Forest Laboratories, LLC	Actavis plc	4.875% Senior Notes due 2021	$750,000,000

16.	Indenture	Forest Laboratories, LLC	Actavis plc	5.000% Senior Notes due 2021	$1,200,000,000

Schedule 7.01

Existing Liens

Subsidiaries of Ultimate Parent have incurred Liens in connection with various finance leases. The total aggregate USD equivalent amount outstanding is $18.5 million.

Schedule 7.02

Existing Indebtedness

In addition to the Indebtedness described below, Intermediate Parent incorporates by reference the Indebtedness disclosed in (a) Items 6 – 16 of Schedule 5.19 hereto and (b) Ultimate Parent’s Form 10-Q for the period ended September 30, 2014, filed with the SEC on November 5, 2014 (other than the WC Term Loan Credit Agreement and the Existing Actavis Term Loan Credit Agreement).

Multicurrency Group Account System Agreement (International Cash Pool Agreement) dated 22 January 2009 between, amongst others, Actavis Group PTC ehf (as Parent) and DNB NOR Bank ASA (as Bank) and Multicurrency Overdraft Facility dated 26 January 2007 (as amended on 9 March 2007, 28 March 2008 and 1 October 2012) between Actavis Group PTC ehf and DNB NOR Bank ASA for a collective principal amount of €15 million.

2.	Subsidiaries of Ultimate Parent have incurred various finance leases. The total aggregate USD equivalent amount outstanding is $18.5 million.

3.	Actavis is party to a Reimbursement Agreement between Actavis and DNB Bank ASA dated January 4, 2013 in relation to certain Letters of Credit issues at the request of Actavis or Actavis Group hf and/or any Actavis’ subsidiaries. The USD equivalent outstanding is $5,014,294.

4.	Uteron Pharma, SA has incurred third party debt in the form of grants and finance leases for equipment. The total aggregate USD equivalent amount outstanding is $5,079,348.

5.	Letters of credit issued by Bank of America, N.A. with a total outstanding face amount of $6,935,886.

Schedule 11.02

Administrative Agent’s Office; Certain Addresses for Notices

LOAN PARTIES:

c/o Actavis, Inc.

Xxxxxx Corporate Center III

000 Xxxxxxxxx Xxxxxxx

Xxxxxxxxxx, XX 00000

Attention: Chief Legal Officer and Secretary

Facsimile No: (000) 000-0000

Website Address: xxx.xxxxxxx.xxx

With a copy to:

c/o Actavis, Inc.

Xxxxxx Corporate Center III

000 Xxxxxxxxx Xxxxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxxxxxx

Telephone: (000) 000-0000

Facsimile No: (000) 000-0000

E-Mail: xxxxxxx.xxxxxxxx@xxxxxxx.xxx

Website Address: xxx.xxxxxxx.xxx

ADMINISTRATIVE AGENT OFFICE:

JPMorgan Chase Bank, N.A.

00 Xxxxx Xxxxxxxx, Xxxxx X0

Xxxxxxx XX, 00000-0000

Attention: Xxxxxxxxx Xxxxxxxx

Phone: (000) 000-0000

Facsimile No: (000) 000-0000

With a copy to

JPMorgan Chase Bank, N.A.

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxx Xxxxxx

Telecopy No.: (000) 000-0000

LONDON AGENT:

X.X. Xxxxxx Europe Limited

00 Xxxx Xxxxxx, Xxxxxx Xxxxx

Xxxxxx X00 0XX

Xxxxxx Xxxxxxx

Attention: The Manager

Telephone: 00 000 000 0000

Facsimile No: 44 207 777 2360

Email: xxxx_xxx_xxxxxx_xxxxxx@xxxxxxxx.xxx

JPMCB AS L/C ISSUER OR THE SWING LINE LENDER:

JPMorgan Chase Bank, N.A.

00 Xxxxx Xxxxxxxx, Xxxxx X0

Xxxxxxx XX, 00000-0000

Attention: Xxxxxxxxx Xxxxxxxx

Phone: (000) 000-0000

Facsimile No: (000) 000-0000

MIZUHO, AS L/C ISSUER:

Mizuho Bank, Ltd.

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx Xxxx

Telephone: (000) 000-0000

Facsimile No: (000) 000-0000

Email: xxxxxxx.xxxx@xxxxxxxxxx.xxx

with a copy to:

Mizuho Bank, Ltd.

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Legal Unit

If to Mizuho Bank, Ltd. (for Letter of Credit administrative purposes):

Mizuho Bank, Ltd.

Harborside Financial Center

0000 Xxxxx Xxx

Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000

Attention: Letter of Credit Department

Telephone No.: (000) 000-0000

Fax No.: (000) 000-0000

email: XXX_XXXxxx0@xxxxxxxxxx.xxx

XXXXX FARGO, AS L/C ISSUER:

Xxxxx Fargo, National Association

000 Xxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxxx, XX 00000

Attention: Xxxx Xxxxx

Telephone: (000) 000-0000

Facsimile No: (000) 000-0000

Email: xxxx.xxxxx@xxxxxxxxxx.xxx

Exhibit A

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented, extended and/or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including, without limitation, the Letters of Credit and the Swing Line Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

A-1


1.	Assignor:



2.	Assignee:



		[indicate [Affiliate] [Approved Fund] of [identify Lender]]

3.	Borrower: Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg.

4.	Administrative Agent: JPMorgan Chase Bank, N.A.

5.	Credit Agreement: Actavis Revolving Credit and Guaranty Agreement, dated as of December 17, 2014, among Actavis plc, a public limited company incorporated under the laws of Ireland, Xxxxxx Xxxxxxxx Limited, a Bermuda exempted company, Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg, each Lender from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and X.X. Xxxxxx Europe Limited, as London Agent.

6.	Assigned Interest[s]:¹


Facility Assigned	Aggregate Commitments/Committed Loans for all Lenders²	Amount of Commitment/ Loans Assigned	Percentage Assigned of Aggregate Commitments/Committed Loans³
Commitments/Committed Loans	[$][€][£]	[$][€][£]			%
Bid Loans⁴	N/A	[ ]⁵		N/A



[7.		Trade Date: ]⁶

Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom

¹	Must comply with the minimum assignment amounts set forth in Section 11.06(b)(i)(B) of the Credit Agreement, to the extent such minimum assignment amounts are applicable.

²	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

³	Set forth, to at least 9 decimals, as a percentage of the Commitments/Committed Loans of all Lenders thereunder.

⁴	Specify the Bid Loan assigned, including whether it is an Absolute Rate Loan or a Eurocurrency Rate Loan.

⁵	Insert applicable Discretionary Alternative Currency.

⁶	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

A-2

all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable law, including federal and state securities laws.

[Signature pages follow]

A-3

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

By:
Name:
Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
Name:
Title:


Consented to and Accepted:

JPMORGAN CHASE BANK, N.A., as
[Administrative Agent,]⁷ the Swing Line Lender and an L/C Issuer,

By:
		Name:
		Title:

[Consented to:]⁸

ACTAVIS PLC

By:
		Name:
		Title:

Consented to:

MIZUHO BANK, LTD., as an L/C Issuer,

⁷	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁸	To be added only if the consent of Ultimate Parent is required by the terms of the Credit Agreement.

A-4


By:
		Name:
		Title:

Consented to:

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer,

By:
		Name:
		Title:

Consented to:

[NAME OF ISSUING BANK], as an L/C Issuer,

By:
		Name:
		Title:

A-5

ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements, warranties or representations made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents, (iii) the financial condition of Ultimate Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Ultimate Parent, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Sections 11.06(b)(iii) and 11.06(v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements of Ultimate Parent and its Subsidiaries (as defined in the Credit Agreement) delivered pursuant to Section 6.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 5.05(a)), as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has independently and without reliance upon Ultimate Parent, any of its Subsidiaries or other Affiliates, any Agent, any Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance upon Ultimate Parent, any of its Subsidiaries or other Affiliates, any Agent, any Arranger, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes each of the Administrative Agent and the London Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the London Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

A-6

2. Payments. From and after the Effective Date, the Agents shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. Effect of Assignment. Upon the delivery of a fully executed copy of this Assignment and Assumption to the Administrative Agent, as of the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the Assigned Interest and as provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (b) the Assignor shall, to the extent provided in this Assignment and Assumption and the Credit Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents to the extent of the Assigned Interest.

4. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission (including “.pdf” and “.tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.

X-0

Xxxxxxx X-0

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

BID REQUEST

Date: , 20

To: X.X. Xxxxxx Europe Limited, as London Agent

Ladies and Gentlemen:

Reference is made to the Actavis Revolving Credit and Guaranty Agreement, dated as of December 17, 2014, among Actavis plc, a public limited company incorporated under the laws of Ireland, Xxxxxx Xxxxxxxx Limited, a Bermuda exempted company, Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and X.X. Xxxxxx Europe Limited, as London Agent (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The Lenders are invited to make Bid Loans:

Borrowing date: [ ].⁹

In an aggregate amount not exceeding [ ]¹⁰ (with any sublimits set forth below).¹¹

¨ Bid Loans based on an Absolute Rate

¨ Bid Loans based on Eurocurrency Rate

Comprised of (select up to three Interest Periods but a single currency):

The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.03(a) of the Credit Agreement.

The Borrower authorizes the London Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit B-2 to the Credit Agreement and

⁹	Must be a Business Day.

¹⁰	Insert applicable Discretionary Alternative Currency.

¹¹	Must comply with the minimum borrowing amounts set forth in Section 2.03(b) of the Credit Agreement.

¹²	Insert applicable Discretionary Alternative Currency.

B-1-1

must be received by the London Agent by the time specified in Section 2.03(c) of the Credit Agreement for submitting Competitive Bids.


ACTAVIS CAPITAL S.À X.X.

By:
Name:
Title:

X-0-0

Xxxxxxx X-0

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

COMPETITIVE BID

Date: , 20

To: X.X. Xxxxxx Europe Limited, as London Agent

Ladies and Gentlemen:

In response to the Bid Request dated , 20 , the undersigned offers to make the following Bid Loan(s):

Borrowing date: [ ].

In an aggregate amount not exceeding [ ]¹³ (with any sublimits set forth below).¹⁴

¨ Bid Loans based on an Absolute Rate

¨ Bid Loans based on Eurocurrency Rate

Comprised of:

Bid Loan No.

Interest Period
offered

Bid Maximum¹⁵

Absolute Rate
Bid or
Eurocurrency
Margin Bid*

Discretionary
Alternative
Currency

days/mos

[

]

(- +

days/mos

[

]

(- +

days/mos

[

]

(- +

*	Expressed in multiples of 1/100th of a basis point.


Contact Person:

¹³	Insert applicable Discretionary Alternative Currency.

¹⁴	Must comply with the borrowing amounts set forth in Section 2.03(c)(ii) of the Credit Agreement.

¹⁵	Insert applicable Discretionary Alternative Currency.

B-2-1


Telephone:


[LENDER]

By:
Name:
Title:

B-2-2

*****************************************************************

THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

The offers made above are hereby accepted in the amounts set forth below:


Bid Loan No.		Principal Amount Accepted¹⁶
		[ ]
		[ ]
		[ ]


ACTAVIS CAPITAL S.À X.X.

By:
Name:
Title:
Date:

¹⁶	Insert applicable Discretionary Alternative Currency.

B-2-3

Exhibit C

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

COMMITTED LOAN NOTICE

Date: , 20

To: [JPMorgan Chase Bank, N.A., as Administrative Agent][X.X. Xxxxxx Europe Limited, as London Agent]¹

Ladies and Gentlemen:

The Borrower hereby requests (select one):

¨ A borrowing of Committed Loans

The date of the Borrowing is .²

The aggregate principal amount and currency of the Committed Borrowing is [$][€][£] .³

The initial Type of requested Committed Loans initially is [Base Rate Committed Loans]⁴ [Eurocurrency Rate Committed Loans].

The initial Interest Period is [month[s]]⁵.

The Borrowing is to be credited to the Borrower at [ ], ABA #[ ], Account #[ ], Attention:[ ]] [Issuing Lender(s): ].⁶

¨ A conversion or continuation of a Committed Borrowing

Committed Borrowing to which this request applies:

¹	Select, as applicable.

²	Must be a Business Day.

³	Must comply with the Borrowing Minimum/Borrowing Multiple requirements set forth in Section 2.02(a) of the Credit Agreement.

⁴	In the case of Committed Loans denominated in US Dollars only.

⁵	For Eurocurrency Rate Committed Loans only. To be a period permitted under the definition of “Interest Period” in the Credit Agreement.

⁶	Must be an account located in New York City, Switzerland or another jurisdiction acceptable to the Applicable Agent.

C-1


Principal Amount:
Type:
Interest Period⁷:

2. Effective date of this election:⁸

3. Resulting Committed Borrowing[s]⁹
Principal Amount¹⁰:
Type¹¹
Interest Period¹²

[The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and 4.02(b) of the Credit Agreement have been satisfied or will be satisfied on the date of the Committed Borrowing and that, after giving effect to the Committed Borrowing requested hereby, the requirements set forth in the first sentence of Section 2.01 of the Credit Agreement will be satisfied.]¹³


ACTAVIS CAPITAL S.À X.X.

By:
Name:
Title:

⁷	In the case of a Eurocurrency Rate Committed Borrowing, specify the last day of the current Interest Period therefor.

⁸	Must be a Business Day.

⁹	If different options are being elected with respect to different portions of the Committed Borrowing, provide the information required by this item 3 for each resulting Committed Borrowing.

¹⁰	Indicate the principal amount of the resulting Committed Borrowing and the percentage of the Committed Borrowing in item 1 above.

¹¹	Must comply with the Borrowing Minimum/Borrowing Multiple requirements set forth in Section 2.02(a) of the Credit Agreement.

¹²	Applicable only if the resulting Committed Borrowing is to be a Eurocurrency Rate Committed Borrowing. To be a period permitted under the definition of “Interest Period” in the Credit Agreement.

¹³	Insert only in the case of a request of a borrowing of Committed Loans.

C-2

Exhibit D

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

COMPLIANCE CERTIFICATE

Reference is made to the Actavis Revolving Credit and Guaranty Agreement, dated as of December 17, 2014, among Actavis plc, a public limited company incorporated under the laws of Ireland (“Ultimate Parent”), Xxxxxx Xxxxxxxx Limited, a Bermuda exempted company, Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and X.X. Xxxxxx Europe Limited, as London Agent (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Ultimate Parent, certifies as follows:

1. [Attached hereto as Exhibit [A] is a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of December 31, 20[—], and the related consolidated statements of operations, comprehensive income and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent public registered accounting firm of recognized national standing, which report and opinion was prepared in accordance with audit standards of the Public Company Accounting Oversight Board and is not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of material misstatement in accordance with GAAP.]

2. [Attached hereto as Exhibit [B] is a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of [—], 20[—], and the related consolidated statements of operations, comprehensive income and cash flows for such fiscal quarter and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP. Such financial statements fairly present, in all material respects, the consolidated financial condition of Ultimate Parent and its Subsidiaries as of the end of such fiscal quarter and the consolidated results of their operations and cash flows for such periods, subject only to normal year-end audit adjustments and the absence of footnotes.]

3. At no time during the period between [—] and [—] (the “Certificate Period”) did a Default occur, and on the date hereof no Default exists. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on Annex A attached hereto.]

4. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether Ultimate Parent is in compliance with the Consolidated Leverage Ratio covenant set forth in Section 7.08 of the Credit Agreement:


Consolidated Total Debt:			[—]
Consolidated EBITDA:			[—]

D-1


Actual Consolidated Leverage Ratio:			[—] to 1.00
Required Consolidated Leverage Ratio:			[—] to 1.00

Supporting detail showing the calculation of Consolidated Total Debt is attached hereto as Schedule 1. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 2.

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Ultimate Parent, has executed this certificate for and on behalf of Ultimate Parent and has caused this certificate to be delivered this day of 20 .


ACTAVIS PLC

By:
Name:
Title:

D-2

[ANNEX A]¹

[Information Relating to Default]

¹	Annex A to be attached only if required pursuant to paragraph 3.

D-3

SCHEDULE 1

Calculation of Consolidated Total Debt

D-4

SCHEDULE 2

Calculation of Consolidated EBITDA

D-5

Exhibit E

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

NOTE


LENDER: [ ]		, 20

FOR VALUE RECEIVED, Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg (the “Borrower”), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the unpaid principal amount of the Loans from time to time made by the Lender to the Borrower under that certain Actavis Revolving Credit and Guaranty Agreement, dated as of December 17, 2014, among Actavis plc, a public limited company incorporated under the laws of Ireland, Xxxxxx Xxxxxxxx Limited, a Bermuda exempted company, the Borrower, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and X.X. Xxxxxx Europe Limited, as London Agent (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The Borrower promises to pay interest on the unpaid principal amount of each Loan made by the Lender from the date such Loan is made until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.05(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Applicable Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds for such currency to such account of the Applicable Agent as shall have been specified by such Agent. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto; provided that the failure of the Lender to attach such schedules or endorse them shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

ACTAVIS CAPITAL S.À X.X.

E-1


By:
Name:
Title:

E-2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of
Loan
Made

Currency
And
Amount
of
Loan
Made

End of
Interest
Period

Amount
of
Principal
or
Interest
Paid
This Date

Outstanding
Principal
Balance
This Date

Notation
Made By

E-3

Exhibit F

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

PREPAYMENT NOTICE

Date: , 20

To: [[JPMorgan Chase Bank, N.A., as Administrative Agent][X.X. Xxxxxx Europe Limited, as London Agent]]¹

[JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent]²

Ladies and Gentlemen:

[Pursuant to Section 2.06(a) of the Credit Agreement, the Borrower hereby provides the [Administrative][London] Agent with notice of voluntary prepayment as set forth below:

1. The Committed Borrowing[s] prepaid will be comprised of:


Committed Borrowing (or portion thereof)		Aggregate Amount to be prepaid³
1		$
2		$
3		$

2. Prepayment date: .]⁴

[Pursuant to Section 2.06(b) of the Credit Agreement, the Borrower hereby provides the Administrative Agent with notice of voluntary prepayment of Swing Line Loans as set forth below:

1. Amount of prepayment: .⁵

2. Prepayment date: .]⁶

¹	Select for Committed Borrowing prepayment and select Applicable Agent.

²	Select for Swing Line Loan prepayment.

³	Must comply with the amounts set forth in Section 2.06(a) of the Credit Agreement.

⁴	Select for Committed Borrowing prepayment.

⁵	Must comply with the amounts set forth in Section 2.06(b) of the Credit Agreement.

⁶	Select for Swing Line Loan prepayment.

F-1

[Notwithstanding anything to the contrary set forth herein, the prepayment specified herein is conditioned upon the occurrence of [ ]. In the event such condition is not satisfied, the Borrower reserves the right to revoke this notice by notice to the Applicable Agent in accordance with Section 2.06.]⁷


ACTAVIS CAPITAL S.À X.X.

By:
Name:
Title:

⁷	Include if the Prepayment Notice is to be conditional.

Exhibit G

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT

This SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT is entered into as of [ ], [ ] (this “Agreement”), between [ ], a [ ] (the “New Subsidiary Guarantor”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement referred to below.

Reference is made to (a) the Actavis Revolving Credit and Guaranty Agreement, dated as of December 17, 2014, among Actavis plc, a public limited company incorporated under the laws of Ireland, Xxxxxx Xxxxxxxx Limited, a Bermuda exempted company, Actavis Capital S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and X.X. Xxxxxx Europe Limited, as London Agent (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) and (b) the Obligations Guarantee set forth in Article IX of the Credit Agreement. Capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

The Guarantors have provided the Obligations Guarantee in order to induce the Lenders and the L/C Issuers to extend credit to the Borrower. The Credit Agreement provides that additional Subsidiaries of Ultimate Parent may become Subsidiary Guarantors under the Obligations Guarantee by execution and delivery of an instrument in the form of this Agreement. The New Subsidiary Guarantor is executing this Agreement to become a Subsidiary Guarantor under the Credit Agreement in order to induce the Lenders and the L/C Issuers to make additional extensions of credit under the Credit Agreement and as consideration for the maintenance of such extensions of credit previously made.

Accordingly, the New Subsidiary Guarantor and the Administrative Agent agree as follows:

Section 1. Obligations Guarantee. Pursuant to Section 6.12 of the Credit Agreement, the New Subsidiary Guarantor hereby:

(a) agrees that this Agreement may be attached to the Credit Agreement and that upon the execution and delivery hereof, the New Subsidiary Guarantor becomes a party to, and a Subsidiary Guarantor under, the Credit Agreement and the Obligations Guarantee set forth in Article IX thereof and agrees to be bound by all of the terms thereof that are applicable to Subsidiary Guarantors; and

(b) makes, as to itself, each of the representations and warranties set forth in Sections 5.01, 5.02, 5.03, 5.13, 5.15[,][and] 5.04[, 5.20, 5.21 and 5.22]¹ of the Credit Agreement.

Section 2. Further Assurances. The New Subsidiary Guarantor agrees to take all such actions and execute and deliver, or cause to be executed and delivered, such further documents as it is required to pursuant to Section 6.12 of the Credit Agreement.

¹	Insert if New Subsidiary Guarantor is a Foreign Subsidiary.

G-1

Section 3. Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement shall become effective as to the New Subsidiary Guarantor when a counterpart hereof executed on behalf of the New Subsidiary Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon the New Subsidiary Guarantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of the New Subsidiary Guarantor, the Administrative Agent and the other Guaranteed Parties and their respective successors and assigns, except that the New Subsidiary Guarantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in the Credit Agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement.

Section 4. Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided pursuant to the Credit Agreement.

Section 5. Notices. Any notice or other communication to the New Subsidiary Guarantor required or permitted to be given shall be given pursuant to Section 11.02 of the Credit Agreement, and for all purposes thereof, the notice address, fax number, telephone number or electronic mail address of the New Subsidiary Guarantor shall be as set forth on the signature page hereof, subject to any change thereto in accordance with Section 11.02(d) of the Credit Agreement.

Section 6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby and (b) the parties will endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7. Governing Law; Jurisdiction; Etc.

(a) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) Submission to Jurisdiction. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY GUARANTEED PARTY OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND THE NEW SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE NEW SUBSIDIARY GUARANTOR

AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT WILL AFFECT ANY RIGHT THAT ANY GUARANTEED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST THE NEW SUBSIDIARY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION FOR THE PURPOSE OF ENFORCEMENT OF A JUDGMENT.

(c) Waiver of Venue. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION 7(B). THE NEW SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) Service of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5 HEREOF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY GUARANTEED PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e) Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE NEW SUBSIDIARY GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature Page Follows]

IN WITNESS WHEREOF, the New Subsidiary Guarantor and the Administrative Agent have duly executed this Agreement as of the day and year first above written.


	[NAME OF NEW SUBSIDIARY GUARANTOR]

			By:
			Name:
			Title:

		Address for notices:




		Attention:
		Facsimile:
		Telephone:

		with a copy to:




		Attention:
		Facsimile:
		Telephone:

JPMORGAN CHASE BANK, N.A., as Administrative Agent,

			By:
			Name:
			Title:

Exhibit H

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF]

SWING LINE LOAN NOTICE

Date: , 20

To:	JPMorgan Chase Bank, N.A., as Swing Line Lender

JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

The Borrower hereby requests a Swing Line Loan:

1. On .¹

2. In the amount of $ .²

3. Location and number of the account (which is in New York City) of the Borrower to which funds are to be disbursed:

The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and 4.02(b) of the Credit Agreement have been satisfied or will be satisfied on the date of the Swing Line Borrowing and that, after giving effect to the Swing Line Borrowing requested hereby, the requirements set forth in the provisos of Section 2.05(a) of the Credit Agreement will be satisfied.


ACTAVIS CAPITAL S.À X.X.

	By:
		Name:
		Title:

¹	Must be a Business Day.

²	Must comply with the minimum borrowing amounts set forth in Section 2.05(b) of the Credit Agreement.

H-1

Exhibit I-1

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten-percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3) (B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent (or the London Agent if applicable) and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or successor form). By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent (or the London Agent if applicable) in writing, and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent (or the London Agent if applicable) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER],

By:
Name:
Title:

Date: , 20

I-1-1

Exhibit I-2

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten-percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code, and (d) it is not a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or successor form). By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT],

By:
Name:
Title:

Date: , 20

I-2-1

Exhibit I-3

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten-percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or W-8BEN-E (or successor form) or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

I-3-1


[NAME OF PARTICIPANT],

By:
Name:
Title:

Date: , 20

Exhibit I-4

to the Actavis Revolving Credit and Guaranty Agreement

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten-percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent (or the London Agent if applicable) and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or W-8BEN-E (or successor form) or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent (or the London Agent if applicable) in writing, and (ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent (or the London Agent if applicable) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

I-4-1


[NAME OF LENDER],

By:
Name:
Title:

Date: , 20

Xxxxx Fargo Bank, National Association:

/s/ Xxxx Xxxxx

Xxxx Xxxxx

Managing Director