AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 28th, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13, 2012, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the federal laws of Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC (“GSLP”), J.P. MORGAN SECURITIES LLC (“J.P. Morgan”) and MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and Morgan Stanley as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), JPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), and RBC CAPITAL MARKETS, DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK, as Co-Documen
ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 18, 2011 BY AND BETWEEN MEDICIS PHARMACEUTICAL CORPORATION AND GRACEWAY PHARMACEUTICALS, LLC AND THE OTHER PARTIES SIGNATORY HERETOAsset Purchase Agreement • February 28th, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 18, 2011 (the “Effective Date”), by and between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation (on its own behalf and as agent for Medicis Canada Ltd. in respect of the purchase of the Canadian Assets and the assumption of the Assumed Liabilities from Canadian Seller, “Buyer”), and GRACEWAY PHARMACEUTICALS, LLC, a Delaware limited liability company, and its Subsidiaries set forth on Annex A hereto (collectively, “US Sellers” and each individually a “US Seller”), and GRACEWAY CANADA COMPANY, a Nova Scotia unlimited liability company (“Canadian Seller” and collectively with US Sellers, “Sellers” and each individually a “Seller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article I.
JOINDER AGREEMENTJoinder Agreement • February 28th, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
This Joinder Agreement is dated as of December 11, 2012 (this “Agreement”), by and among each of the financial institutions set forth on Schedule A annexed hereto (each a “New Term Loan Lender” and collectively the “New Term Loan Lenders”), Valeant Pharmaceuticals International, Inc., a corporation continued under the federal laws of Canada (“Borrower”), the undersigned subsidiaries of Borrower and Goldman Sachs Lending Partners LLC (“GSLP”), as Administrative Agent and Collateral Agent.
