Sample Business Contracts

1.

Applicable Margin. The Applicable Margin for each New Term Loan made pursuant to this Agreement (each a “Series E Tranche B Term Loan”) shall mean, as of any date of determination, (A) with respect to Series E Tranche B Term Loans that are Eurodollar Loans, 3.75% per annum, and (B) with respect to Series E Tranche B Term Loans that are Base Rate Loans, 2.75% per annum.

2.

Principal Payments. Borrower shall make principal payments on the Series E Tranche B Term Loans in installments on the dates and in the amounts equal to the percentage set forth below of an amount equal to the aggregate principal amount of the Series E Tranche B Term Loans outstanding as of the date hereof:

3.

Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Series E Tranche B Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series E Tranche B Term Loans in accordance with Sections 2.12, 2.13 and 2.14 of the Credit Agreement respectively.

4.

Closing Fee / OID. Borrower agrees to pay on the date hereof to Administrative Agent, for the account of each New Term Loan Lender party to this Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series E Tranche B Term Loans, a closing fee in an amount equal to 1.50% of the aggregate principal amount of such New Term Loan Lender’s Series E Tranche B Term Loans funded as of the date hereof.

5.

Ticking Fee. Administrative Agent shall receive from Borrower, for the account of the New Term Loan Lenders, a nonrefundable ticking fee on the aggregate principal amount of such New Term Lender’s Series E Tranche B Term Loan Commitment as of the date that the Series E Tranche B Term Loans have been priced (the “Pricing Date”) (the “Ticking Fee”), which fee will commence accruing as of the 31^st day after the Pricing Date and expiring on the Ticking Fee Payment Date (as defined below), at a rate per annum equal to 3.75%, and shall be payable on the date (the “Ticking Fee Payment Date”) that is the earliest to occur of (x) the first to occur of (1) the consummation of the acquisition (the “Acquisition”) by the Borrower of 100% of the capital stock of Bausch & Lomb Holdings Incorporated (“Bausch & Lomb”) pursuant to the agreement and plan of merger, dated as of May 24, 2013, among the Borrower, Valeant Pharmaceuticals International, a Delaware corporation (“VPI”), Stratos Merger Corp., a Delaware corporation and a wholly owned subsidiary of VPI, and Bausch & Lomb (the “Bausch & Lomb Acquisition Agreement”), (2) the abandonment or termination of the Bausch & Lomb Acquisition Agreement and (3) 5:00 p.m. New York time on November 24, 2013 and (y) the Series E Tranche B Term Loan Funding Date (as defined below); which such Ticking Fee shall be calculated at a rate per annum, calculated on the basis of a year of 360 days and the actual number of days expired during the applicable period.

6.

Prepayment Premium. In the event that on or prior to the six month anniversary of the Series E Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series E Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series E Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series E Tranche B Term Loans outstanding immediately prior to such amendment.

7.

Proposed Borrowing. In accordance with Section 2.25 of the Credit Agreement, Borrower has previously delivered to Administrative Agent an executed Funding Notice for Series E Tranche B Term Loans, requesting a proposed borrowing in the principal amount of $3,200,000,000 (the “Proposed Borrowing”) on the date hereof (the “Series E Tranche B Term Loan Funding Date”). Each New Term Loan Lender shall make its Series E Tranche B Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the date hereof, by wire transfer of same day funds in Dollars at the Principal Office designated by Administrative Agent. Promptly upon receipt thereof, Administrative Agent shall make the proceeds of the Series E Tranche B Term Loans available to Borrower on the date hereof by causing an amount of same day funds in Dollars equal to the proceeds of all such loans received by Administrative Agent from New Term Loan Lenders to be credited to the account of Borrower, at the Principal Office

8.

New Lenders. Each New Term Loan Lender (other than any New Term 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 Series E Tranche B Term Loan Commitments shall be effective and that such New Term 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.

9.

Amendment to Credit Agreement. The Credit Agreement is hereby amended as follows (the “Amendment”):

(b)    The definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement shall be amended by deleting clause (a)(iii) and (iv) thereof and replacing it in its entirety with the following:

10.

Credit Agreement Governs. Series E Tranche B Term Loans shall be subject to the provisions of the Credit Agreement and the other Credit Documents, except as set forth in this Agreement, and shall constitute Tranche B Term Loans thereunder. For the avoidance of doubt, Section 5 of this Agreement shall supersede the final paragraph of Section 2.13(a) of the Credit Agreement with respect to Series E Tranche B Term Loans.

11.

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 set forth in Section 4.1(a) of the Credit Agreement (solely with respect to due organization), Section 4.1(b) of the Credit

ii.

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 Proposed Borrowing.

12.

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

i.

Borrower shall deliver or cause to be delivered 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 to the Credit Parties, (b) Chancery Chambers, special Barbados counsel to the Credit Parties, (c) Norton Rose Fulbright Canada LLP, special Canadian 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 and (g) Baker & McKenzie, special Swiss counsel to the Credit Parties together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement.

13.

Bausch & Lomb Acquisition. The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the initial borrowing of the Series E Tranche B Term Loans.

14.

Use of Proceeds. The proceeds of the Series E Tranche B Term Loans on the Series E Tranche B Term Loan Funding Date shall be used to finance a portion of the Bausch & Lomb Transactions; provided that any excess proceeds of the Series E Tranche B Term Loans remaining after the financing of the Bausch & Lomb Transactions may be used for general corporate purpose of the Borrower.

15.

Eligible Assignee. By its execution of this Agreement, each New Term Loan Lender (other than any New Term 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.

16.

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

17.

Non‑U.S. Lenders. For each New Term 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 Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.20(d) of the Credit Agreement.

18.

Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record the Series E Tranche B Term Loans made by New Term Loan Lenders pursuant hereto in the Register.

19.

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 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.

20.

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.

21.

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.

22.

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.

23.

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

24.

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.