Joinder Agreement - Valeant Pharmaceuticals International Inc. and Barclays Bank PLC
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 |
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| 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" | ||
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By: |
/s/ Phillip Ho |
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Name: Phillip Ho |
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Title: Director |
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Notice Address: |
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3 Times Square, 29th Floor |
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New York, NY 10036 |
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Attention: Phillip Ho |
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Telephone: 212 702 1194 |
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Facsimile: 212 702 1961 |
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[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 | ||
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Notice Address: DNB Bank, 200 Park Avenue, 31st Floor, New York – 10166 |
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| 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 |
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| Name: John C. Barrette | ||
| Title: VP, Global Banking | ||
| By: |
/s/ Jeffrey Allsop |
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| 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 |
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| 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 |
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| 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" | ||
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By: |
/s/ Scott O'Connell |
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| 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 |
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| Name: Linda A. LaGorga | ||
| Title: Senior Vice President and Treasurer | ||
| VALEANT PHARMACEUTICALS INTERNATIONAL | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Senior Vice President and Treasurer | ||
| BAUSCH & LOMB INCORPORATED | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Senior Vice President and Treasurer | ||
| BAUSCH & LOMB HOLDINGS INCORPORATED | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Vice President and Treasurer | ||
| SOLTA MEDICAL, INC. | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Vice President and Treasurer | ||
[Signature Page to Joinder Agreement]
| ATON PHARMA, INC. | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Senior Vice President and Treasurer | ||
| CORIA LABORATORIES, LTD. | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Senior Vice President and Treasurer | ||
| DOW PHARMACEUTICAL SCIENCES, INC. | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Senior Vice President and Treasurer | ||
[Signature Page to Joinder Agreement]
| OBAGI MEDICAL PRODUCTS, INC. | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Treasurer | ||
| OMP, INC. | ||
| By: |
/s/ Linda A. LaGorga |
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| Name: Linda A. LaGorga | ||
| Title: Treasurer | ||
| ONPHARMA INC. | ||
| By: |
/s/ Linda A. LaGorga |
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| 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: | ||||||
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/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| 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: | ||||||
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/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| 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: | ||||||
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/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| Name of director (please print) | Name of director (please print) | |||||
[Signature Page to Joinder Agreement]
| Signed by | ||||||
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iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408) |
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| in accordance with section 127 of the Corporations Act 2001 by two directors: | ||||||
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/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| 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 |
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| Signature of director | Signature of director | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| 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: | ||||||
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/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| Name of director (please print) | Name of director (please print) | |||||
[Signature Page to Joinder Agreement]
| Signed by | ||||||
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Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352) |
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| in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director: | ||||||
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/s/ Robert Chai-Onn |
/s/ Linda A. LaGorga |
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| Signature of director | Signature of director/secretary | |||||
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Robert R. Chai-Onn |
Linda A. LaGorga |
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| 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 |
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| Signature of director | Signature of director/secretary | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| Name of director (please print) | Name of director/secretary (please print) | |||||
[Signature Page to Joinder Agreement]
| Signed by | ||||||
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Private Formula International Holdings Pty Ltd (ACN 095 450 918) |
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| in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director: | ||||||
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/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director/secretary | |||||
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Robert R. Chai-Onn |
Howard B. Schiller |
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| Name of director (please print) | Name of director/secretary (please print) | |||||
| Signed by | ||||||
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Private Formula International Pty Ltd (ACN 095 451 442) |
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| in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director: | ||||||
|
/s/ Robert Chai-Onn |
/s/ Howard B. Schiller |
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| Signature of director | Signature of director/secretary | |||||
|
Robert R. Chai-Onn |
Howard B. Schiller |
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| 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 |
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| Signature of director | Signature of director/secretary | |||
|
Robert R. Chai-Onn |
Howard B. Schiller |
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| Name of director (please print) | Name of director/secretary (please print) | |||
[Signature Page to Joinder Agreement]
| Signed by | ||||
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Bausch & Lomb (Australia) Pty Ltd (ACN: 000 650 251) |
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| in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director: | ||||
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/s/ Linda A. LaGorga |
/s/ Ling Zeng |
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| Signature of director | Signature of director/secretary | |||
|
Linda LaGorga |
Ling Zeng |
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| Name of director (please print) | Name of director/secretary (please print) | |||
[Signature Page to Joinder Agreement]
| HYTHE PROPERTY INCORPORATED | ||
| By: |
/s/ Mauricio Zavala |
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| Name: Mauricio Zavala | ||
| Title: Manager and Assistant Secretary | ||
[Signature Page to Joinder Agreement]
|
VALEANT INTERNATIONAL BERMUDA |
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| By: |
/s/ Graham Jackson |
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| 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 |
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| 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]