SUCCESSOR AGENT AGREEMENT AND AMENDMENT NO. 9 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTContribution Agreement • February 25th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
This SUCCESSOR AGENT AGREEMENT is dated as of January 8, 2015 (this “Agreement”) by and among BARCLAYS BANK PLC (“Barclays”), GOLDMAN SACHS LENDING PARTNERS LLC (“GSLP”), in its capacities as the Administrative Agent, Collateral Agent and Swing Line Lender (in such capacities, the “Existing Agent”) under the Credit Agreement (as defined below) for the Lenders (as defined below), the Requisite Lenders, VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the laws of the Province of British Columbia (the “Borrower”), and the Guarantors.
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. STOCK OPTION GRANT AGREEMENT (NONSTATUTORY STOCK OPTION)Stock Option Grant Agreement • February 25th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Ontario
Valeant Pharmaceuticals International, Inc. (the “Company”), pursuant to its 2014 Omnibus Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of Common Shares set forth below (the “Award”). This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT (MATCHING UNITS)Award Agreement • February 25th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Ontario
Valeant Pharmaceuticals International, Inc. (the “Company”), pursuant to the Company’s 2014 Omnibus Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award in the form of matching share units (the “Matching Restricted Stock Units” or the “Award”), payable in common shares of the Company (“Common Shares”), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (the “Award Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. SHARE UNIT GRANT AGREEMENT (PERFORMANCE VESTING) (PERFORMANCE RESTRICTED SHARE UNITS) (2014 Omnibus Incentive Plan)Grant Agreement • February 25th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Ontario
Valeant Pharmaceuticals International, Inc. (the “Company”), pursuant to Section 7(c)(v) of the Company’s 2014 Omnibus Incentive Plan (the “Plan”), hereby awards to you Share Units in the amount set forth below convertible into Common Shares in accordance with the terms set forth herein (the “Award”). This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control unless this Agreement specifies that the term(s) in this Agreement control. For avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
JOINDER AGREEMENTJoinder Agreement • February 25th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
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.
JOINDER AGREEMENTJoinder Agreement • February 25th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • New York
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 Term Loan Lender” and collectively the “New Term 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.
