JOINDER AGREEMENT
Exhibit 10.5
EXECUTION VERSION
This Joinder Agreement is dated as of September 11, 2012 (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 federal laws of Canada ("Borrower"), the undersigned subsidiaries of Borrower and Xxxxxxx Xxxxx Lending Partners LLC ("GSLP"), 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 the Joinder Agreement, dated as of June 14, 2012, and by the Joinder Agreement, dated as of July 9, 2012 (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, GSLP, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc. ("Xxxxxx Xxxxxxx"), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. ("JPMorgan") and Xxxxxx Xxxxxxx, as Co-Syndication Agents, JPMorgan, as Issuing Bank, 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 Loan 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 1.00% 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. |
5. | 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, Xxxxxxx & Xxxx LLP, U.S. counsel to the Credit Parties, |
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(b) Chancery Xxxxxxxx, special Barbados counsel to the Credit Parties, (c) Xxxxxx Xxxx Canada LLP, special Canadian counsel to the Credit Parties, (d) Xxxxx & XxXxxxxx, special Luxembourg counsel to the Credit Parties, (e) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Credit Parties and (f) Xxxxxx Xxx, special Ireland counsel to the Credit Parties, together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement; and
ii. | Set forth on the attached Officers' Certificate are the calculations (in reasonable detail) demonstrating compliance, on a Pro Forma Basis after giving effect to the New Revolving Loan Commitments, with the financial tests described in Section 6.7 of the Credit Agreement as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments. |
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 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. |
iii. | 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 |
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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.
XXXXXXX XXXXX LENDING PARTNERS LLC, as a "New Revolving Loan Lender"
By: /s/ Xxxxxxx Xxxxx
Authorized Signatory
Authorized Signatory
Notice Address:
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CITIBANK, N.A. as a "New Revolving Loan Lender"
By: | /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President |
Notice Address:
000 Xxxxxxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
000 Xxxxxxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Signature Page to Joinder Agreement]
DBS BANK LTD., LOS ANGELES AGENCY as a "New Revolving Loan Lender"
By: | /s/ Aik Xxx Xxx Name: Aik Xxx Xxx Title: Assistant General Manager |
Notice Address:
000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000
Xxx Xxxxxxx, XX 00000
000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: General Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SUNTRUST BANK as a "New Revolving Loan Lender"
By: | /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director |
Notice Address:
0000 Xxxxxxxxx Xxxx, XX
0xx Xxxxx
Xxxxxxx, XX 00000
0000 Xxxxxxxxx Xxxx, XX
0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Valeant Portfolio Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Signature Page to Joinder Agreement]
BANK OF AMERICA, N.A. as a "New Revolving Loan Lender"
By: | /s/ Xxxxxx XxXxxxx Name: Xxxxxx XxXxxxx Title: Vice President |
Notice Address:
NC1-007-17-11
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
NC1-007-17-11
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Signature Page to Joinder Agreement]
XXXXXX XXXXXXX BANK, N.A. as a "New Revolving Loan Lender"
By: | /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory |
Notice Address:
Xxxxxx Xxxxxx
0000 Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxx
0000 Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Documentation Team
Telephone: (000) 000-0000
Facsimile: xxxx0xxxxx@xx.xxx; xx0xxxxxx@xx.xxx
Telephone: (000) 000-0000
Facsimile: xxxx0xxxxx@xx.xxx; xx0xxxxxx@xx.xxx
BARCLAYS BANK PLC as a "New Revolving Loan Lender"
By: | /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director |
THE BANK OF NOVA SCOTIA as a "New Revolving Loan Lender"
By: | /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director |
By: | /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Associate |
Notice Address:
00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxx, Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Signature Page to Joinder Agreement]
DNB BANK ASA (f/k/a DNB NOR BANK ASA), as a "New Revolving Loan Lender"
By: | /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President |
By: | /s/ Geshu Xxxxxxx Name: Geshu Xxxxxxx Title: Vice President |
Notice Address:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Telephone: (000) 000-0000
UNION BANK, N.A. as a "New Revolving Loan Lender"
By: | /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President |
Notice Address:
000 X Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
000 X Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HSBC BANK CANADA as a "New Revolving Loan Lender"
By: | /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Global Relationship Manager, Corporate Banking |
[Signature Page to Joinder Agreement]
By: | /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Regional Head of Corporate HSBC Bank of Canada |
EXPORT DEVELOPMENT CANADA as a "New Revolving Loan Lender"
By: | /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Associate |
By: | /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Financing Manager |
Notice Address:
Export Development Canada
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx; X0X 0X0
Export Development Canada
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx; X0X 0X0
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ROYAL BANK OF CANADA as a "New Revolving Loan Lender"
By: | /s/ Xxxx Sas Name: Xxxx Sas Title: Authorized Signatory |
[Signature Page to Joinder Agreement]
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as a "New Revolving Loan Lender"
By: | /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Senior Vice President |
THE TORONTO DOMINION BANK, as a "New Revolving Loan Lender"
By: | /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate VP, TD Commercial Bank |
By: | /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Manager, TD Commercial Bank |
Notice Address:
Canadian Pacific Tower
000 Xxxxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Canadian Pacific Tower
000 Xxxxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Signature Page to Joinder Agreement]
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
as Borrower
as Borrower
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
VALEANT PHARMACEUTICALS INTERNATIONAL
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
ATON PHARMA, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
XXXXX LABORATORIES, LTD.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
DOW PHARMACEUTICAL SCIENCES, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
Name: Xxxxx Xx Xxxxx
Title: President & Chief Operating Officer
[Signature Page to Joinder Agreement]
VALEANT PHARMACEUTICALS NORTH AMERICA LLC
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
XX. XXXXXX'X PRIVATE FORMULA INTERNATIONAL, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
OCEANSIDE PHARMACEUTICALS, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
PRINCETON PHARMA HOLDINGS, LLC
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
PRIVATE FORMULA CORP.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
[Signature Page to Joinder Agreement]
XXXXXX SKIN CARE LABORATORIES, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
VALEANT BIOMEDICALS, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
BIOVAIL AMERICAS CORP.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
PRESTWICK PHARMACEUTICALS, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xx Xxxxx
Name: Xxxxx Xx Xxxxx
Title: President
Name: Xxxxx Xx Xxxxx
Title: President
ORAPHARMA, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chief Commercial Officer
Name: Xxxxx Xxxxxxx
Title: Chief Commercial Officer
[Signature Page to Joinder Agreement]
ORAPHARMA TOPCO HOLDINGS, INC.
as Guarantor
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President, Chief
Financial Officer and Treasurer
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President, Chief
Financial Officer and Treasurer
VALEANT HOLDINGS (BARBADOS) SRL
as Guarantor
as Guarantor
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Manager
Name: Xxxxxxxx Xxxxxx
Title: Manager
HYTHE PROPERTY INCORPORATED
as Guarantor
as Guarantor
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Director
Name: Xxxx Xxxxxxxx
Title: Senior Director
VALEANT PHARMACEUTICALS HOLDINGS (BARBADOS) SRL
as Guarantor
as Guarantor
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Assistant Secretary
Name: Xxxxxxxx Xxxxxx
Title: Assistant Secretary
[Signature Page to Joinder Agreement]
VALEANT INTERNATIONAL BERMUDA
as Guarantor
as Guarantor
By: /s/ Xxxxx XxXxxxx
Name: Xxxxx XxXxxxx
Title: Director, President and Assistant
Secretary
Name: Xxxxx XxXxxxx
Title: Director, President and Assistant
Secretary
VALEANT PHARMACEUTICALS HOLDINGS BERMUDA
as Guarantor
as Guarantor
By: /s/ Xxxxx XxXxxxx
Name: Xxxxx XxXxxxx
Title: Director, President and Assistant
Secretary
Name: Xxxxx XxXxxxx
Title: Director, President and Assistant
Secretary
VALEANT PHARMACEUTICALS NOMINEE BERMUDA
as Guarantor
as Guarantor
By: /s/ Xxxxx XxXxxxx
Name: Xxxxx XxXxxxx
Title: Director, President and Assistant
Secretary
Name: Xxxxx XxXxxxx
Title: Director, President and Assistant
Secretary
VALEANT CANADA GP LIMITED
as Guarantor
as Guarantor
By: /s/ Xxxxxx X. Xxxx-Onn
Name: Xxxxxx X. Xxxx-Onn
Title: Vice President
Name: Xxxxxx X. Xxxx-Onn
Title: Vice President
VALEANT CANADA LP by its sole general partner, VALEANT CANADA GP LIMITED
as Guarantor
as Guarantor
By: /s/ Xxxxxx X. Xxxx-Onn
Name: Xxxxxx X. Xxxx-Onn
Title: Director
Name: Xxxxxx X. Xxxx-Onn
Title: Director
[Signature Page to Joinder Agreement]
V-BAC HOLDING CORP.
as Guarantor
as Guarantor
By: /s/ Xxxxxx X. Xxxx-Onn
Name: Xxxxxx X. Xxxx-Onn
Title: Vice President
Name: Xxxxxx X. Xxxx-Onn
Title: Vice President
VALEANT PHARMACEUTICALS IRELAND
as Guarantor
as Guarantor
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Director
Name: Xxxxxx Xxxxxxx
Title: Director
BIOVAIL INTERNATIONAL S.À X.X.
as Guarantor
as Guarantor
By: /s/ Xxx Xx Ang
Name: Xxx Xx Ang
Title: Director
Name: Xxx Xx Ang
Title: Director
VALEANT PHARMACEUTICALS LUXEMBOURG S.À X.X.
as Guarantor
as Guarantor
By: /s/ Xxx Xx Ang
Name: Xxx Xx Ang
Title: Manager
Name: Xxx Xx Ang
Title: Manager
PHARMASWISS SA
as Guarantor
as Guarantor
By: /s/ Matthias Courvoisier
Name: Matthias Courvoisier
Title: Chairman
Name: Matthias Courvoisier
Title: Chairman
[Signature Page to Joinder Agreement]
Signed by | ||
Valeant Holdco 2 Pty Ltd (ACN 154 341 367) | ||
as Guarantor | ||
in accordance with section 127 of the Corporations Xxx 0000 by two directors: | ||
/s/ Xxxxxx Xxxx-Onn | /s/ Xxxxx Xx Xxxxx | |
Signature of director | Signature of director | |
Xxxxxx Xxxx-Onn | Xxxxx Xx Xxxxx | |
Name of director (please print) | Name of director (please print) |
Signed by | ||
Wirra Holdings Pty Limited (ACN 122 216 577) | ||
as Guarantor | ||
in accordance with section 127 of the Corporations Xxx 0000 by two directors: | ||
/s/ Xxxxxx Xxxx-Onn | /s/ Xxxxxx X. Xxxxxxxx | |
Signature of director | Signature of director | |
Xxxxxx Xxxx-Onn | Xxxxxx X. Xxxxxxxx | |
Name of director (please print) | Name of director (please print) |
[Signature Page to Joinder Agreement]
Signed by | ||
Wirra Operations Pty Limited (ACN 122 250 088) | ||
as Guarantor | ||
in accordance with section 127 of the Corporations Xxx 0000 by two directors: | ||
/s/ Xxxxxx Xxxx-Onn | /s/ Xxxxxx X. Xxxxxxxx | |
Signature of director | Signature of director | |
Xxxxxx Xxxx-Onn | Xxxxxx X. Xxxxxxxx | |
Name of director (please print) | Name of director (please print) |
Signed by | ||
iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408) | ||
as Guarantor | ||
in accordance with section 127 of the Corporations Xxx 0000 by two directors: | ||
/s/ Xxxxxx Xxxx-Onn | /s/ Xxxxxx X. Xxxxxxxx | |
Signature of director | Signature of director | |
Xxxxxx Xxxx-Onn | Xxxxxx X. Xxxxxxxx | |
Name of director (please print) | Name of director (please print) |
[Signature Page to Joinder Agreement]
Signed by | ||
iNova Sub Pty Limited (ACN 134 398 815) | ||
as Guarantor | ||
in accordance with section 127 of the Corporations Xxx 0000 by two directors: | ||
/s/ Xxxxxx Xxxx-Onn | /s/ Xxxxxx X. Xxxxxxxx | |
Signature of director | Signature of director | |
Xxxxxx Xxxx-Onn | Xxxxxx X. Xxxxxxxx | |
Name of director (please print) | Name of director (please print) |
Signed by | ||
Wirra IP Pty Limited (ACN 000 000 000) | ||
as Guarantor | ||
in accordance with section 127 of the Corporations Xxx 0000 by two directors: | ||
/s/ Xxxxxx Xxxx-Onn | /s/ Xxxxxx X. Xxxxxxxx | |
Signature of director | Signature of director | |
Xxxxxx Xxxx-Onn | Xxxxxx X. Xxxxxxxx | |
Name of director (please print) | Name of director (please print) |
[Signature Page to Joinder Agreement]
Consented to by:
XXXXXXX XXXXX LENDING PARTNERS LLC
As Administrative Agent and Collateral Agent
As Administrative Agent and Collateral Agent
By: /s/ Xxxxxxxxx Xxxxxxx
Authorized Signatory
Authorized Signatory
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
Title: Authorized Signatory
[Signature Page to Joinder Agreement]
SCHEDULE A
TO JOINDER AGREEMENT
TO JOINDER AGREEMENT
Name of Lender | Type of Commitment | Amount |
CITIBANK, N.A. | New Revolving Loan Commitment | $35,000,000 |
DBS BANK LTD., LOS ANGELES AGENCY | New Revolving Loan Commitment | $20,000,000 |
SUNTRUST BANK | New Revolving Loan Commitment | $18,587,500 |
BANK OF AMERICA, N.A. | New Revolving Loan Commitment | $16,250,000 |
XXXXXXX SACHS LENDING PARTNERS LLC | New Revolving Loan Commitment | $10,437,500 |
XXXXXX XXXXXXX BANK, N.A. | New Revolving Loan Commitment | $10,062,500 |
BARCLAYS BANK PLC | New Revolving Loan Commitment | $10,000,000 |
THE BANK OF NOVA SCOTIA | New Revolving Loan Commitment | $9,375,000 |
DNB BANK ASA (F/K/A DNB NOR BANK ASA) | New Revolving Loan Commitment | $9,375,000 |
UNION BANK, N.A. | New Revolving Loan Commitment | $6,562,500 |
HSBC BANK CANADA | New Revolving Loan Commitment | $6,200,000 |
EXPORT DEVELOPMENT CANADA | New Revolving Loan Commitment | $5,937,500 |
ROYAL BANK OF CANADA | New Revolving Loan Commitment | $5,937,500 |
X.X. XXXXXX CHASE BANK, N.A., TORONTO BRANCH | New Revolving Loan Commitment | $5,900,000 |
THE TORONTO-DOMINION BANK | New Revolving Loan Commitment | $5,375,000 |
Total: $175,000,000 |