AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 1st, 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 Canadathe Province of British Columbia (“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
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
TENTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (the “Tenth Supplemental Indenture”), by and among Przedsiębiorstwo Farmaceutyczne Jelfa S.A. (“Jelfa”), Valeant Europe B.V. (“VEBV”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
ELEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2013 (the “Eleventh Supplemental Indenture”), by and among Valeant Sp. z o.o. (“VLLC”), VP Valeant spółka z ograniczoną odpowiedzialnością sp.j. (“VP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SIXTH SUPPLEMENTAL INDENTURESixth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of July 26, 2013 (the “Sixth Supplemental Indenture”), by and among Obagi Medical Products, Inc. (“Obagi”), OMP, Inc. (“OMP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
EIGHTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2013 (the “Eighth Supplemental Indenture”),by and among Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352), DermaTech Pty Limited (ACN 003 982 161), Private Formula International Holdings Pty Ltd (ACN 095 450 918), Private Formula International Pty Ltd (ACN 095 451 442), Ganehill Pty Ltd (ACN 065 261 538) (collectively, the “New Guarantors”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 30, 2013 (the “Seventh Supplemental Indenture”), by and among Bausch & Lomb Holdings Incorporated (“BLH”), Bausch & Lomb Incorporated (“BLI”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TWELFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2013 (the “Twelfth Supplemental Indenture”), by and among Labenne Participações Ltda. (“Labenne”), Probiótica Laboratórios Ltda. (“Probiótica”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 26, 2013 (the “Seventh Supplemental Indenture”), by and among Obagi Medical Products, Inc. (“Obagi”), OMP, Inc. (“OMP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1, dated as of August 2, 2013 (this “Amendment”), to the Agreement and Plan of Merger (the “Agreement”), dated as of May 24, 2013, by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Stratos Merger Corp., a Delaware corporation (“Merger Sub”), and Bausch & Lomb Holdings Incorporated, a Delaware corporation (the “Company”), and, with respect to certain provisions in the Agreement, Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Parent Holdco”).
FOURTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2013 (the “Fourteenth Supplemental Indenture”), by and among Labenne Participações Ltda. (“Labenne”), Probiótica Laboratórios Ltda. (“Probiótica”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2013 (the “Ninth Supplemental Indenture”), by and among Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352), DermaTech Pty Limited (ACN 003 982 161), Private Formula International Holdings Pty Ltd (ACN 095 450 918), Private Formula International Pty Ltd (ACN 095 451 442), Ganehill Pty Ltd (ACN 065 261 538) (collectively, the “New Guarantors”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TWELFTH SUPPLEMENTAL INDENTURETwelfth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2013 (the “Twelfth Supplemental Indenture”), by and among Labenne Participações Ltda. (“Labenne”), Probiótica Laboratórios Ltda. (“Probiótica”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (the “Sixth Supplemental Indenture”), by and among Przedsiębiorstwo Farmaceutyczne Jelfa S.A. (“Jelfa”), Valeant Europe B.V. (“VEBV”), Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
THIRTEENTH SUPPLEMENTAL INDENTUREThirteenth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 23, 2013 (the “Thirteenth Supplemental Indenture”), by and among Akcinė bendrovė SANITAS (Public limited liability company SANITAS), a company continued under the laws of the Republic of Lithuania (“Sanitas”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
THIRTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 23, 2013 (the “Thirteenth Supplemental Indenture”), by and among Akcinė bendrovė SANITAS (Public limited liability company SANITAS), a company continued under the laws of the Republic of Lithuania (“Sanitas”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
TENTH SUPPLEMENTAL INDENTURE, dated as of October 23, 2013 (the “Tenth Supplemental Indenture”), by and among Akcinė bendrovė SANITAS (Public limited liability company SANITAS), a company continued under the laws of the Republic of Lithuania (“Sanitas”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
TENTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2013 (the “Tenth Supplemental Indenture”),by and among Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352), DermaTech Pty Limited (ACN 003 982 161), Private Formula International Holdings Pty Ltd (ACN 095 450 918), Private Formula International Pty Ltd (ACN 095 451 442), Ganehill Pty Ltd (ACN 065 261 538) (collectively, the “New Guarantors”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (the “Seventh Supplemental Indenture”), by and among Przedsiębiorstwo Farmaceutyczne Jelfa S.A. (“Jelfa”), Valeant Europe B.V. (“VEBV”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TWELFTH SUPPLEMENTAL INDENTURETwelfth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2013 (the “Twelfth Supplemental Indenture”), by and among Valeant Sp. z o.o. (“VLLC”), VP Valeant spółka z ograniczoną odpowiedzialnością sp.j. (“VP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
ELEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (the “Eleventh Supplemental Indenture”), by and among Przedsiębiorstwo Farmaceutyczne Jelfa S.A. (“Jelfa”), Valeant Europe B.V. (“VEBV”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2013 (the “Eighth Supplemental Indenture”), by and among Labenne Participações Ltda. (“Labenne”), Probiótica Laboratórios Ltda. (“Probiótica”), Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 30, 2013 (the “Eighth Supplemental Indenture”), by and among Bausch & Lomb Holdings Incorporated (“BLH”), Bausch & Lomb Incorporated (“BLI”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2013 (the “Ninth Supplemental Indenture”), by and among Labenne Participações Ltda. (“Labenne”), Probiótica Laboratórios Ltda. (“Probiótica”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of July 26, 2013 (the “Second Supplemental Indenture”), by and among Obagi Medical Products, Inc. (“Obagi”), OMP, Inc. (“OMP”), Valeant Pharmaceuticals International, Inc., a corporation continued under the federal laws of Canada (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2013 (the “Fourth Supplemental Indenture”), by and among Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352), DermaTech Pty Limited (ACN 003 982 161), Private Formula International Holdings Pty Ltd (ACN 095 450 918), Private Formula International Pty Ltd (ACN 095 451 442), Ganehill Pty Ltd (ACN 065 261 538) (collectively, the “New Guarantors”), Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2013 (the “Fifth Supplemental Indenture”), by and among Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352), DermaTech Pty Limited (ACN 003 982 161), Private Formula International Holdings Pty Ltd (ACN 095 450 918), Private Formula International Pty Ltd (ACN 095 451 442), Ganehill Pty Ltd (ACN 065 261 538) (collectively, the “New Guarantors”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FOURTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of October 23, 2013 (the “Fourteenth Supplemental Indenture”), by and among Akcinė bendrovė SANITAS (Public limited liability company SANITAS), a company continued under the laws of the Republic of Lithuania (“Sanitas”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2013 (the “Seventh Supplemental Indenture”), by and among Valeant Sp. z o.o. (“VLLC”), VP Valeant spółka z ograniczoną odpowiedzialnością sp.j. (“VP”), Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
THIRTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2013 (the “Thirteenth Supplemental Indenture”), by and among Valeant Sp. z o.o. (“VLLC”), VP Valeant spółka z ograniczoną odpowiedzialnością sp.j. (“VP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of July 26, 2013 (the “Second Supplemental Indenture”), by and among Obagi Medical Products, Inc. (“Obagi”), OMP, Inc. (“OMP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of August 30, 2013 (the “Third Supplemental Indenture”), by and among Bausch & Lomb Holdings Incorporated (“BLH”), Bausch & Lomb Incorporated (“BLI”), Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of August 30, 2013 (the “Fourth Supplemental Indenture”), by and among Bausch & Lomb Holdings Incorporated (“BLH”), Bausch & Lomb Incorporated (“BLI”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2013 (the “Eighth Supplemental Indenture”), by and among Valeant Sp. z o.o. (“VLLC”), VP Valeant spółka z ograniczoną odpowiedzialnością sp.j. (“VP”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FIFTEENTH SUPPLEMENTAL INDENTUREFifteenth Supplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of October 23, 2013 (the “Fifteenth Supplemental Indenture”), by and among Akcinė bendrovė SANITAS (Public limited liability company SANITAS), a company continued under the laws of the Republic of Lithuania (“Sanitas”), Valeant Pharmaceuticals International, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2013 (the “Fifth Supplemental Indenture”), by and among UCYCLYD PHARMA, INC., a Maryland corporation (“UPI”), Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
