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Sample Business Contracts

Joinder Agreement - Valeant Pharmaceuticals International Inc. and Barclays Bank PLC

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Execution Version

JOINDER AGREEMENT

This Joinder Agreement is dated as of January 22, 2015 (this "Agreement"), by and among each of the financial institutions set forth on Schedule A annexed hereto (each a "New Revolving Loan Lender" and collectively the "New Revolving Loan Lenders"), Valeant Pharmaceuticals International, Inc., a corporation continued under the laws of the Province of British Columbia ("Borrower"), the undersigned subsidiaries of Borrower and Barclays Bank PLC ("Barclays"), as Administrative Agent and Collateral Agent.

RECITALS:

WHEREAS, reference is hereby made to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012, as amended by Amendment No. 1, dated as of March 6, 2012, by Amendment No. 2, dated as of September 10, 2012, by Amendment No. 3, dated as of January 24, 2013, by Amendment No. 4, dated as of February 21, 2013, by Amendment No. 5, dated as of June 6, 2013, by Amendment No. 6, dated as of June 26, 2013, by Amendment No. 7, dated as of September 17, 2013, by Amendment No. 8, dated as of December 20, 2013, by the Successor Agent Agreement and Amendment No. 9, dated as of January 8, 2015, as further supplemented by the Joinder Agreement, dated as of June 14, 2012, by the Joinder Agreement, dated as of July 9, 2012, by the Joinder Agreement, dated as of September 11, 2012, by the Joinder Agreement dated as of October 2, 2012, by the Joinder Agreement, dated as of December 11, 2012, by the Joinder Agreements, each dated as of August 5, 2013, and by the Joinder Agreements, each dated as of February 6, 2014 (as it may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Goldman Sachs Lending Partners LLC ("GSLP"), J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc. ("Morgan Stanley"), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. ("JPMorgan") and Morgan Stanley, as Co-Syndication Agents, JPMorgan, as Issuing Bank, Barclays (as successor to GSLP), as Administrative Agent and Collateral Agent, and the other Agents party thereto;

WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may obtain New Revolving Loan Commitments and/or New Term Loan Commitments by entering into one or more Joinder Agreements with the New Revolving Loan Lenders; and

WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the Credit Agreement may, without the consent of any other Lenders, be amended as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of Section 2.25 of the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New Revolving Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent 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 Credit Agreement; (iii) appoints and authorizes Administrative Agent and each other Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent or such other Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Each New Revolving Loan Lender hereby commits to provide its respective New Revolving Loan Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:


1. New Revolving Loan Commitments. The New Revolving Loan Commitments established under this Joinder Agreement shall have identical terms to the Revolving Commitments in existence under the Credit Agreement prior to the date hereof (the "New Revolving Loan Commitment Effective Date"). The New Revolving Loan Commitments and New Revolving Loans made pursuant thereto shall be subject to the provisions of the Credit Agreement and the other Credit Documents, and shall constitute "Revolving Commitments" and "Revolving Loans", respectively, thereunder.

2. Closing Fee. Borrower agrees to pay on the date hereof to Administrative Agent, for the account of each New Revolving Loan Lender party to this Agreement, as fee compensation for the commitment of such New Revolving Loan Lender's New Revolving Loan Commitments, a closing fee in an amount equal to 0.15% of the aggregate principal amount of such New Revolving Loan Lender's New Revolving Loan Commitments as of the date hereof.

3. New Lenders. Each New Revolving Loan Lender (other than any New Revolving Loan Lender that, immediately prior to the execution of this Agreement, is a "Lender" under the Credit Agreement) acknowledges and agrees that upon its execution of this Agreement its New Revolving Loan Commitments shall be effective and that such New Revolving Loan Lender shall become a "Lender" under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

4. Borrower's Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that:

  i. The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;

  ii. No event has occurred and is continuing or would result from the consummation of the transactions contemplated hereby that would constitute a Default or an Event of Default; and

  iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof in connection with the transactions contemplated by this Agreement.

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5. Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:

  i. Borrower shall deliver or cause to be delivered, on or before the New Revolving Loan Commitment Effective Date, the following legal opinions and documents: originally executed copies of the favorable written opinions of (a) Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel and special France counsel to the Credit Parties, (b) Chancery Chambers, special Barbados counsel to the Credit Parties, (c) Norton Rose Fulbright Canada LLP, special Canada counsel to the Credit Parties, (d) Baker & McKenzie, special Luxembourg counsel to the Credit Parties, (e) Conyers Dill & Pearman Limited, special Bermuda counsel to the Credit Parties, (f) Arthur Cox, special Ireland counsel to the Credit Parties, (g) Venable LLP, special Maryland counsel to the Credit Parties, (h) Souza, Cescon, Barrieu & Flesch Advogados, special Brazil counsel to the Credit Parties, (i) Squire Sanders Święcicki Krześniak sp.k., special Poland counsel to the Credit Parties, (j) Tark Grunte Sutkiene, special Lithuania counsel to the Credit Parties, (k) White & Case LLP, special France counsel to the Administrative Agent, (l) Allen & Overy LLP, special Netherlands counsel to the Administrative Agent, (m) Rajah & Tann LLP, special Singapore counsel to the Credit Parties, (n) Stamford Law Corporation, special Singapore counsel to the Administrative Agent and (o) Fluxmans Inc., special South Africa counsel to the Credit Parties, together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement.

6. Eligible Assignee. By its execution of this Agreement, each New Revolving Loan Lender (other than any New Revolving Loan Lender that, immediately prior to the execution of this Agreement, is a "Lender" under the Credit Agreement) represents and warrants that it is an Eligible Assignee.

7. Notice. For purposes of the Credit Agreement, the initial notice address of each New Revolving Loan Lender shall be as set forth below its signature below.

8. Non-U.S. Lenders. For each New Revolving Loan Lender that is a Non-U.S. Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Revolving Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.20(d) of the Credit Agreement.

9. Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record the New Revolving Loan Commitments made by New Revolving Loan Lenders pursuant hereto in the Register.

10. Reaffirmation.

  i. Each Credit Party hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof, the covenants and agreements contained in each Credit Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby.

  ii.

Each Credit Party, by its signature below, hereby affirms and confirms (a) its obligations under each of the Credit Documents to which it is a party, and (b) the pledge of and/or grant of a security interest or hypothec in its assets as Collateral


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  to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents.

  ii. Each Credit Party acknowledges and agrees that each of the Credit Documents in existence as of the date hereof shall be henceforth read and construed in accordance with and so as to give full force and effect to the ratifications, confirmations, acknowledgements and agreements made herein.

11. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

12. Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. It is understood and agreed that each reference in each Credit Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended and supplemented hereby and that this Agreement is a Credit Document.

13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

14. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Remainder of page intentionally left blank]


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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.


BARCLAYS BANK PLC, as a "New Revolving Loan Lender"
By:

    /s/ Christine Aharonian

Name: Christine Aharonian
Title: Vice President
Notice Address:
745 Seventh Avenue, New York, NY 10019
Attention: Christine Aharonian
Telephone: 212 320 9943
Facsimile: 212 526 5115

[Signature Page to Joinder Agreement]


BANK OF MONTREAL, as a "New Revolving Loan Lender"

By:

    /s/ Phillip Ho

Name: Phillip Ho

Title: Director

Notice Address:

3 Times Square, 29th Floor

New York, NY 10036

Attention: Phillip Ho

Telephone: 212 702 1194

Facsimile: 212 702 1961


[Signature Page to Joinder Agreement]


CITIBANK, N.A., as a "New Revolving Loan Lender"
By:

    /s/ Laura Fogarty

Name: Laura Fogarty
Title: Vice President
Notice Address:
388 Greenwich Street, Floor 32
New York, NY 10013
Attention: Laura Fogarty
Telephone: 212 816 2197
Facsimile: 646 862 8137

[Signature Page to Joinder Agreement]


DEUTSCHE BANK AG NEW YORK BRANCH, as a "New Revolving Loan Lender"
By:

    /s/ Michael Winters

Name: Michael Winters
Title: Vice President
By:

    /s/ Peter Cucchiara

Name: Peter Cucchiara
Title: Vice President
Notice Address:
Loan Admin
5022, Gate Parkway, Suite 200
Jacksonville, FL 32256
Attention: Karthik Krishnan
Telephone: 904 520 5449
Facsimile: 866 240 3622

[Signature Page to Joinder Agreement]


DNB CAPITAL LLC, as a "New Revolving Loan Lender"
By:

    /s/ Geshu Sugandh

Name: Geshu Sugandh
Title: First Vice President
By:

    /s/ Bjørn E. Hammerstad

Name: Bjørn E. Hammerstad
Title: Senior Vice President

Notice Address: DNB Bank, 200 Park Avenue,

31st Floor, New York – 10166

Attention: Vadim Shutov
Telephone: 212 681 3874
Facsimile: 212 681 3900

[Signature Page to Joinder Agreement]


HSBC BANK CANADA, as a "New Revolving Loan Lender"
By:

    /s/ John C. Barrette

Name: John C. Barrette
Title: VP, Global Banking
By:

    /s/ Jeffrey Allsop

Name: Jeffrey Allsop
Title: EVP, MD, Head of Global Banking
Notice Address:
HSBC Bank Canada
70 York Street
Toronto, Ontario M5J1S9, Canada
Credit related matters:
Attention:
Annie Houle, Director
Telephone: +1 514 286 4567
Fax: +1 514 285 8637
Email address Annie_Houle@hsbc.ca
Administrative matters:
Attention:
Raji Kodumalla, Agency Administrator
Telephone: +1 416 868 3819
Fax: +1 647 788 2188
Email address: cacmbagency5@hsbc.ca
Or
Attention:
Ivan Mok, Manager Agency Services
Telephone: +1 416 868 8235
Fax: +1 647 788 2188
Email address: cacmbagency5@hsbc.ca

[Signature Page to Joinder Agreement]


JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as a "New Revolving Loan Lender"
By:

    /s/ Michael N. Tam

Name: Michael N. Tam
Title: Senior Vice President
Notice Address:
Attention:
Telephone:
Facsimile:

[Signature Page to Joinder Agreement]


MORGAN STANLEY BANK, N.A., as a "New Revolving Loan Lender"
By:

    /s/ Michael King

Name: Michael King
Title: Authorized Signatory
Notice Address:
Morgan Stanley Loan Servicing
1300 Thames Street Wharf, 4th floor
Baltimore, MD 21231
Telephone: 443 627 4335
Facsmile: 718 233 2140 msloanservicing@morganstanley.com

[Signature Page to Joinder Agreement]


ROYAL BANK OF CANADA, as a "New Revolving Loan Lender"
By:

    /s/ Diana Lee

Name: Diana Lee
Title: Authorized Signatory

[Signature Page to Joinder Agreement]


SUMITOMO MITSUI BANKING CORPORATION as a "New Revolving Loan Lender"
By:

    /s/ David W. Kee

Name: David W. Kee
Title: Managing Director
Notice Address: 277 Park Avenue
New York, NY 10172
Attention: David Kee
Telephone: 212 224 4074
Facsimile: 212 224 4384

[Signature Page to Joinder Agreement]


SUNTRUST BANK as a "New Revolving Loan Lender"
By:

    /s/ Katherine Bass

Name: Katherine Bass
Title: Director
Notice Address:
Attention:
Telephone:
Facsimile:

[Signature Page to Joinder Agreement]


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a "New Revolving Loan Lender"

By:

    /s/ Scott O'Connell

Name: Scott O'Connell
Title: Director
Notice Address:
1251 Avenue of the Americas,
New York, NY 10020
Attention: Allen Fisher
Telephone: 212 782 6824
Facsimile: 212 782 6445

[Signature Page to Joinder Agreement]


VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
VALEANT PHARMACEUTICALS INTERNATIONAL
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB INCORPORATED
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB HOLDINGS INCORPORATED
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Vice President and Treasurer
SOLTA MEDICAL, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Vice President and Treasurer

[Signature Page to Joinder Agreement]


ATON PHARMA, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
CORIA LABORATORIES, LTD.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
DOW PHARMACEUTICAL SCIENCES, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer

[Signature Page to Joinder Agreement]


OBAGI MEDICAL PRODUCTS, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Treasurer
OMP, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Treasurer
ONPHARMA INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Treasurer

[Signature Page to Joinder Agreement]


Signed by
Valeant Holdco 2 Pty Ltd (ACN 154 341 367)
in accordance with section 127 of the Corporations Act 2001 by two directors:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director (please print)
Signed by
Wirra Holdings Pty Limited (ACN 122 216 577)
in accordance with section 127 of the Corporations Act 2001 by two directors:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director (please print)
Signed by
Wirra Operations Pty Limited (ACN 122 250 088)
in accordance with section 127 of the Corporations Act 2001 by two directors:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director (please print)

[Signature Page to Joinder Agreement]


Signed by

iNova Pharmaceuticals (Australia) Pty Limited

(ACN 000 222 408)

in accordance with section 127 of the Corporations Act 2001 by two directors:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director (please print)
Signed by
Wirra IP Pty Limited (ACN 122 536 350)
in accordance with section 127 of the Corporations Act 2001 by two directors:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director (please print)
Signed by
iNova Sub Pty Limited (ACN 134 398 815)
in accordance with section 127 of the Corporations Act 2001 by two directors:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director (please print)

[Signature Page to Joinder Agreement]


Signed by

Valeant Pharmaceuticals Australasia Pty Limited

(ACN 001 083 352)

in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:

/s/ Robert Chai-Onn

/s/ Linda A. LaGorga

Signature of director Signature of director/secretary

Robert R. Chai-Onn

Linda A. LaGorga

Name of director (please print) Name of director/secretary (please print)
Signed by
DermaTech Pty Limited (ACN 003 982 161)
in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director/secretary

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director/secretary (please print)

[Signature Page to Joinder Agreement]


Signed by

Private Formula International Holdings Pty Ltd

(ACN 095 450 918)

in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director/secretary

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director/secretary (please print)
Signed by

Private Formula International Pty Ltd

(ACN 095 451 442)

in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director/secretary

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director/secretary (please print)

[Signature Page to Joinder Agreement]


Signed by
Ganehill Pty Ltd (ACN 065 261 538)
in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:

/s/ Robert Chai-Onn

/s/ Howard B. Schiller

Signature of director Signature of director/secretary

Robert R. Chai-Onn

Howard B. Schiller

Name of director (please print) Name of director/secretary (please print)

[Signature Page to Joinder Agreement]


Signed by

Bausch & Lomb (Australia) Pty Ltd

(ACN: 000 650 251)

in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:

/s/ Linda A. LaGorga

/s/ Ling Zeng

Signature of director Signature of director/secretary

Linda LaGorga

Ling Zeng

Name of director (please print) Name of director/secretary (please print)

[Signature Page to Joinder Agreement]


HYTHE PROPERTY INCORPORATED
By:

             /s/ Mauricio Zavala

Name:  Mauricio Zavala
Title:    Manager and Assistant Secretary

[Signature Page to Joinder Agreement]


VALEANT INTERNATIONAL BERMUDA

By:

             /s/ Graham Jackson

Name:  Graham Jackson
Title:    Director
VALEANT PHARMACEUTICALS NOMINEE BERMUDA
By:

             /s/ Peter McCurdy

Name:  Peter McCurdy
Title:    President and Assistant Secretary

[Signature Page to Joinder Agreement]


PROBIÓTICA LABORATÓRIOS LTDA.
By:

             /s/ Marcelo Noll Barboza

Name:  Marcelo Noll Barboza
Title:    Officer
By:

             /s/ Guilherme Maradei

Name:  Guilherme Maradei
Title:    Officer

[Signature Page to Joinder Agreement]


IOLAB CORPORATION
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Treasurer
TECHNOLAS PERFECT VISION, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB PHARMA HOLDINGS CORP.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB CHINA, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB SOUTH ASIA, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB TECHNOLOGY CORPORATION
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Treasurer

[Signature Page to Joinder Agreement]


RHC HOLDINGS, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
SIGHT SAVERS, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB INTERNATIONAL, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
BAUSCH & LOMB REALTY CORPORATION.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Vice President and Treasurer
ISTA PHARMACEUTICALS, LLC
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
VRX HOLDCO, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Chief Financial Officer and Treasurer

[Signature Page to Joinder Agreement]


VALEANT CANADA GP LIMITED
By:

             /s/ Howard B. Schiller

Name:  Howard B. Schiller
Title:    Executive Vice President and Chief
             Financial Officer
VALEANT CANADA S.E.C./VALEANT CANADA LP
By:

             /s/ Howard B. Schiller

Name:  Howard B. Schiller
Title:    Executive Vice President and Chief
             Financial Officer
V-BAC HOLDING CORP.
By:

             /s/ Robert R. Chai-Onn

Name:  Robert R. Chai-Onn
Title:    Vice President

[Signature Page to Joinder Agreement]


MEDICIS PHARMACEUTICAL CORPORATION
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
OCEANSIDE PHARMACEUTICALS, INC.
By:

             /s/ Howard B. Schiller

Name:  Howard B. Schiller
Title:    Chief Financial Officer and Treasurer
DR. LEWINN'S PRIVATE FORMULA INTERNATIONAL, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
PRINCETON PHARMA HOLDINGS, LLC
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
PRIVATE FORMULA CORP.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer
RENAUD SKIN CARE LABORATORIES, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer

[Signature Page to Joinder Agreement]


VALEANT BIOMEDICALS, INC.
By:

        /s/ Howard B. Schiller

Name: Howard B. Schiller
Title: Chief Financial Officer and Treasurer
VALEANT PHARMACEUTICALS NORTH AMERICA LLC
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: Senior Vice President and Treasurer
BIOVAIL AMERICAS CORP.
By:

        /s/ Howard B. Schiller

Name: Howard B. Schiller
Title: Chief Financial Officer and Treasurer
ORAPHARMA, INC.
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: Senior Vice President and Treasurer
ORAPHARMA TOPCO HOLDINGS, INC.
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: Senior Vice President and Treasurer
PRESTWICK PHARMACEUTICALS, INC.
By:

        /s/ Howard B. Schiller

Name: Howard B. Schiller
Title: Chief Financial Officer and Treasurer

[Signature Page to Joinder Agreement]


BIOVAIL INTERNATIONAL S.Á.R.L.
By:

        /s/ Michael Kennan

Name: Michael Kennan
Title: Manager
VALEANT PHARMACEUTICALS LUXEMBOURG S.Á.R.L.
By:

        /s/ Michael Kennan

Name: Michael Kennan
Title: Manager
VALEANT INTERNATIONAL LUXEMBOURG S.Á.R.L.
By:

        /s/ Michael Kennan

Name: Michael Kennan
Title: Manager
BAUSCH & LOMB LUXEMBOURG S.Á.R.L.
By:

        /s/ Michael Kennan

Name: Michael Kennan
Title: Manager

[Signature Page to Joinder Agreement]


LABORATOIRE CHAUVIN S.A.S.
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: General Manager
BAUSCH & LOMB FRANCE S.A.S.
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: General Manager
BCF S.A.S.
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: General Manager
CHAUVIN OPSIA S.A.S.
By:

        /s/ Linda A. LaGorga

Name: Linda A. LaGorga
Title: General Manager

[Signature Page to Joinder Agreement]


VALEANT PHARMA HUNGARY LLC
By:

             /s/ István Langer

Name:  István Langer
Title:    Managing Director
VALEANT PHARMA HUNGARY LLC
By:

             /s/ Zoltán Gábor

Name:  Zoltán Gábor
Title:    Managing Director

[Signature Page to Joinder Agreement]


VALEANT PHARMACEUTICALS IRELAND
By:

             /s/ Graham Jackson

Name:  Graham Jackson
Title:    Director
VALEANT HOLDINGS IRELAND
By:

             /s/ Graham Jackson

Name:  Graham Jackson
Title:    Director

[Signature Page to Joinder Agreement]


B.L.J. COMPANY, LTD.
By:

             /s/ Ian Dolling

Name:  Ian Dolling
Title:    Representative Director and President

[Signature Page to Joinder Agreement]


AB SANITAS
By:

             /s/ Saulius Mečislovas Žemaitis

Name:  Saulius Mečislovas Žemaitis
Title:    General Manager

[Signature Page to Joinder Agreement]


UCYCLYD PHARMA, INC.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Senior Vice President and Treasurer

[Signature Page to Joinder Agreement]


VALEANT EUROPE B.V.
By:

             /s/ Robert Meijer

Name:  Robert Meijer
Title:    Attorney-in-Fact
BAUSCH & LOMB B.V.
By:

             /s/ Robert Meijer

Name:  Robert Meijer
Title:    Attorney-in-Fact
BAUSCH & LOMB OPS B.V.
By:

             /s/ Robert Meijer

Name:  Robert Meijer
Title:    Attorney-in-Fact

[Signature Page to Joinder Agreement]


PRZEDSIĘBIORSTWO FARMACEUTYCZNE JELFA S.A.
By:

             /s/ Marcin Wnukowski

Name:  Marcin Wnukowski
Title:    Attorney-in-Fact
VALEANT SP.Z O. O.
By:

             /s/ Marcin Wnukowski

Name:  Marcin Wnukowski
Title:    Attorney-in-Fact
VP VALEANT SP. Z O.O.SP.J.
By:

             /s/ Marcin Wnukowski

Name:  Marcin Wnukowski
Title:    Attorney-in-Fact
VALEANT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SP.J.
By:

             /s/ Marcin Wnukowski

Name:  Marcin Wnukowski
Title:    Attorney-in-Fact

[Signature Page to Joinder Agreement]


PHARMASWISS D.O.O., BEOGRAD
By:

             /s/ Dejan Antonić

Name:  Dejan Antonić
Title:    General Manager
             (corporate stamp)

[Signature Page to Joinder Agreement]


PHARMASWISS D.O.O., LJUBLJANA
By:

             /s/ Senahil Asanagić

Name:  Senahil Asanagić
Title:    Director

[Signature Page to Joinder Agreement]


INOVA PHARMACEUTICALS PROPRIETARY LIMITED
By:

             /s/ Howard B. Schiller

Name:  Howard B. Schiller
Title:    Director

[Signature Page to Joinder Agreement]


PHARMASWISS SA
By:

             /s/ Matthias Courvosier

Name:  Matthias Courvoisier
Title:    Director

[Signature Page to Joinder Agreement]


Executed by BAUSCH & LOMB U.K. LIMITED, acting by:

/s/ Linda A. LaGorga

Director

Name of director: Linda A. LaGorga

in the presence of:

/s/ Kaleena Nguyen

Name of witness: Kaleena Nguyen
Address: 400 Somerset Corporate Blvd.
               Bridgewater, New Jersey 08807 U.S.A.
Occupation: Legal

[Signature Page to Joinder Agreement]


BAUSCH & LOMB IOM S.P.A.
By:

             /s/ Linda A. LaGorga

Name:  Linda A. LaGorga
Title:    Director

[Signature Page to Joinder Agreement]


SIGNED for and on behalf     )
of VALEANT PHARMACEUTICALS     )
NEW ZEALAND LIMITED     )
/s/ Howard Schiller /s/ Robert R. Chai-Onn
Name:  Howard Schiller Name:  Robert R. Chai-Onn
Title:    Director Title:    Director

[Signature Page to Joinder Agreement]


INOVA PHARMACEUTICALS (SINGAPORE) PTE LIMITED
By:

             /s/ Howard Schiller

Name:  Howard Schiller
Title:    Director

[Signature Page to Joinder Agreement]


Consented to by:
BARCLAYS BANK PLC
As Administrative Agent and Collateral Agent
By:

        /s/ Christine Aharonian

        Authorized Signatory

[Signature Page to Joinder Agreement]


SCHEDULE A

TO JOINDER AGREEMENT


Name of Lender

  

Type of Commitment

  

Amount

 
BARCLAYS BANK PLC    New Revolving Loan Commitment    $ 52,976,562.50   

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH

   New Revolving Loan Commitment    $ 43,257,812.50   
MORGAN STANLEY BANK, N.A.    New Revolving Loan Commitment    $ 52,976,562.50   
ROYAL BANK OF CANADA    New Revolving Loan Commitment    $ 52,976,562.50   
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.    New Revolving Loan Commitment    $ 40,000,000.00   
CITIBANK N.A.    New Revolving Loan Commitment    $ 18,000,000.00   
DEUTSCHE BANK AG NEW YORK BRANCH    New Revolving Loan Commitment    $ 90,000,000.00   
DNB CAPITAL LLC    New Revolving Loan Commitment    $ 18,000,000.00   
HSBC BANK CANADA    New Revolving Loan Commitment    $ 40,000,000.00   
SUNTRUST BANK    New Revolving Loan Commitment    $ 18,000,000.00   
BANK OF MONTREAL    New Revolving Loan Commitment    $ 37,250,000.00   
SUMITOMO MITSUI BANKING CORPORATION    New Revolving Loan Commitment    $ 36,562,500.00   
     

 

Total:

$ 500,000,000   
     

 

[Signature Page to Joinder Agreement]