0001193125-11-280731 Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of October 20, 2011 among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., as Borrower, CERTAIN SUBSIDIARIES OF VALEANT PHARMACEUTICALS INTERNATIONAL, INC., as Guarantors, VARIOUS LENDERS...
Credit and Guaranty Agreement • October 26th, 2011 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of October 20, 2011, 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”) and J.P. MORGAN SECURITIES LLC (“J.P. Morgan”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”) and as Issuing Bank, and 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”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 26th, 2011 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of October 20, 2011 (the “First Supplemental Indenture”), by and among Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), Biovail International S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), with registered office at 208, Val des Bons Malades, L-2121 Luxembourg, Grand Duchy of Luxembourg, with a share capital of EUR 3,512,500., registered with the Luxembourg Register of Commerce and Companies under number B 87128 (“Biovail International”), PharmaSwiss SA, a company established under the laws of Switzerland (“PharmaSwiss” and, together with Biovail International, the “New Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • October 26th, 2011 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of October 20, 2011 (this “Amendment No. 3”), is made in reference to the Amended and Restated Credit and Guaranty Agreement, dated as of August 10, 2011, by and among VALEANT PHARMACEUTICALS INTERNATIONAL, a Delaware corporation (“VPI”), VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the federal laws of Canada (“VPII”), certain subsidiaries of VPII, as guarantors, Goldman Sachs Lending Partners LLC, as administrative agent (in such capacity, the “Administrative Agent”), swing line lender and collateral agent (in such capacity, the “Collateral Agent”) and the lenders party thereto (the “Existing Lenders”) (as amended by Amendment No. 1 dated as of August 12, 2011, and as further amended by Amendment No. 2 dated as of September 7, 2011, the “Existing Credit Agreement”). All capitalized terms not otherwise defined in this Amendment No. 3 have the same meanings as specified in

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 26th, 2011 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of October 20, 2011 (the “Second Supplemental Indenture”), by and among Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), Biovail International S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), with registered office at 208, Val des Bons Malades, L-2121 Luxembourg, Grand Duchy of Luxembourg, with a share capital of EUR 3,512,500., registered with the Luxembourg Register of Commerce and Companies under number B 87128 (“Biovail International”), PharmaSwiss SA, a company established under the laws of Switzerland (“PharmaSwiss” and, together with Biovail International, the “New Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • October 26th, 2011 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of October 20, 2011 (the “Third Supplemental Indenture”), by and among Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), Biovail International S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), with registered office at 208, Val des Bons Malades, L-2121 Luxembourg, Grand Duchy of Luxembourg, with a share capital of EUR 3,512,500., registered with the Luxembourg Register of Commerce and Companies under number B 87128 (“Biovail International”), PharmaSwiss SA, a company established under the laws of Switzerland (“PharmaSwiss” and, together with Biovail International, the “New Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

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