VALEANT PHARMACEUTICALS INTERNATIONAL, INC. STOCK OPTION GRANT AGREEMENT (NONSTATUTORY STOCK OPTION) 2011 OMNIBUS INCENTIVE PLANStock Option Grant Agreement • February 29th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Ontario
Valeant Pharmaceuticals International, Inc. (the “Company”), pursuant to its 2011 Omnibus Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of Common Shares set forth below (the “Award”). This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
VALEANT PHARMACEUTICALS INTERNATIONAL MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT (MATCHING UNITS)Restricted Stock Unit Award Agreement • February 29th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Ontario
Valeant Pharmaceuticals International, Inc. (the “Company”), pursuant to the Company’s 2011 Omnibus Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award in the form of matching share units (the “Matching Restricted Stock Units” or the “Award”), payable in common shares of the Company (“Common Shares”), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (the “Award Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in your Offer Letter, dated [ ] and if such terms are not so defined, the terms shall have the meanings set forth in the Plan.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 29th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 31, 2010 (the “Second Supplemental Indenture”), by and among Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), Valeant Canada GP Limited, a Canadian federal corporation (“General Partnership”), Valeant Canada LP, a Quebec limited partnership (“Valeant Canada LP”), V-BAC Holding Corp, a Canadian federal corporation (“VBAC” and, together with General Partnership and Valeant Canada LP, the “New Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 29th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 7, 2011 (this “Amendment No. 2”), by and among VALEANT PHARMACEUTICALS INTERNATIONAL, a Delaware corporation (“Borrower”), Goldman Sachs Lending Partners LLC, as Administrative Agent (“Administrative Agent”), Swing Line Lender and Collateral Agent under the Credit Agreement (as defined below), and the Requisite Lenders.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 29th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 2010 (the “First Supplemental Indenture”), by and among Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), Valeant Canada GP Limited, a Canadian federal corporation (“General Partnership”), Valeant Canada LP, a Quebec limited partnership (“Valeant Canada LP”), V-BAC Holding Corp, a Canadian federal corporation (“VBAC” and, together with General Partnership and Valeant Canada LP, the “New Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. SHARE UNIT GRANT AGREEMENT (PERFORMANCE VESTING) (PERFORMANCE RESTRICTED SHARE UNITS) (2011 Omnibus Incentive Plan)Share Unit Grant Agreement • February 29th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Ontario
Valeant Pharmaceuticals International, Inc. (the “Company”), pursuant to Section 7(c)(v) of the Company’s 2011 Omnibus Incentive Plan (including the Addendum thereto) (the “Plan”), hereby awards to Participant a Share Unit in the amount set forth below convertible into an equivalent number of Common Shares (the “Award”). This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
