exv10w4



 





Exhibit 10.4




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




    This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is dated as of May 24, 2007, and entered into by and among ALLERGAN, INC. (the
“Company”), the banks and other financial institutions signatory hereto that are parties as
Banks to the Credit Agreement referred to below (the “Banks”), JPMORGAN CHASE BANK, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”), CITICORP USA INC.,
as syndication agent, and BANK OF AMERICA, N.A., as documentation agent.



Recitals




    A. The Company, the Banks, and the Agents have entered into that certain Amended and Restated
Credit Agreement dated as of March 31, 2006 (as heretofore amended, the “Credit
Agreement”), by and among the Company, the Eligible Subsidiaries referred to therein, the Banks
party thereto, the Administrative Agent, Citicorp USA Inc., as syndication agent, and Bank of
America, N.A., as documentation agent. Capitalized terms used in this Amendment without definition
shall have the meanings given such terms in the Credit Agreement.



    B. The Company has requested certain modifications to the provisions of the Credit Agreement.



    C. The Banks are willing to agree to the modifications requested by the Company, on the terms
and conditions set forth in this Amendment.



Agreement




    NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein,
the Company and the Banks agree as follows:



    1. Amendments to the Credit Agreement.




      (a) The definition of “Termination Date” in Section 1.01 of the Credit Agreement is
amended to read as follows:




“Termination Date” means May 24, 2012, or such later date to which
the Termination Date may be extended pursuant to Section 2.20, or if
any such date is not a Euro-Currency Business Day, the next
succeeding Euro-Currency Business Day.




  (b) The following new Section 2.20 is added to the Credit Agreement:




  Section 2.20. Extension Option. (a) The Termination Date may
be extended on one or more occasions in the manner set forth in this
Section for a period of one year from the Termination Date then in
effect. If the Company wishes to request an extension of the
Termination Date, the Company shall give written notice to



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that effect to the Administrative Agent not less than 45 days
nor more than 90 days prior to each anniversary of the date hereof
that occurs on or prior to the Termination Date then in effect,
whereupon the Administrative Agent shall promptly notify each of the
Banks of such request. Each Bank will use its best efforts to
respond to such request, whether affirmatively or negatively, as it
may elect in its sole and absolute discretion, within 20 days of
such notice to the Administrative Agent. If any Bank shall not have
responded affirmatively within such 20-day period, such Bank shall
be deemed to have rejected the Company’s proposal to extend its
Commitment and only the Commitments of those Banks which have
responded affirmatively shall be extended, subject to receipt by the
Administrative Agent of (i) counterparts of an extension agreement
in a form reasonably satisfactory to it (the “Extension Agreement”)
duly completed and signed by the Company, the Administrative Agent
and all of the Banks which have responded affirmatively and (ii) a
certificate of a duly authorized officer of the Company to the
effect that, on and as of the effective date of such extension and
after giving effect thereto, the representations and warranties of
the Borrowers set forth in this Agreement are true in all material
respects and no Default has occurred and is continuing. No
extension of the Commitments pursuant to this Section 2.20 shall be
legally binding on any party hereto unless and until such Extension
Agreement is so executed and delivered by the Company and Banks
having at least 66 2/3% of the aggregate amount of the Commitments.




  (b) If any Bank rejects, or is deemed to have rejected, the
Company’s request to extend its Commitment, this Agreement shall
terminate on the Termination Date then in effect with respect to
such Bank, and the Borrowers shall pay to such Bank on such
Termination Date any amounts due and payable to such Bank on such
date. On the date of termination of any Bank’s Commitment as
contemplated by this subsection (b), the respective participations
of the other Banks in all outstanding Letters of Credit shall be
redetermined on the basis of their respective Commitments after
giving effect to such termination, and the participation therein of
the Bank whose Commitment is terminated shall terminate; provided
that the Borrowers shall, if and to the extent necessary to permit
such redetermination of participations in Letters of Credit within
the limits of the Commitments which are not terminated, prepay on
such date a portion of the outstanding Loans, and such
redetermination and termination of participations in outstanding
Letters of Credit shall be conditioned upon their having done so.



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  (c) The Administrative Agent shall promptly notify the Banks
of the effectiveness of each extension of the Commitments pursuant
to this Section 2.20.




      (c) Section 3.02(e) is amended by the addition of the phrase “in all material respects”
immediately following the word “true.”




      (d) Section 4.04 of the Credit Agreement is amended by changing each reference to the
date “December 31, 2005” to “December 31, 2006”.




      (e) The definition of “Interest Coverage Ratio” and the text of Section 5.09 of the
Credit Agreement are deleted.




      (f) Section 8.06 of the Credit Agreement is amended by inserting the following new
clause (iv) immediately following clause (iii):




or (iv) any Bank has rejected, or is deemed to have rejected, the
Company’s request to extend the Commitments pursuant to Section 2.20
and such request has been accepted by Banks having at least 66
2/3 % of the aggregate amount of the Commitments,




      (g) The Pricing Schedule attached to the Credit Agreement (the “Existing Pricing
Schedule”) is deleted and replaced by the Pricing Schedule attached to this Amendment
(the “New Pricing Schedule”). The New Pricing Schedule shall apply to interest and
fees accruing under the Credit Agreement on and after the date hereof. The Existing Pricing
Schedule shall continue to apply to interest and fees accruing under the Credit Agreement
prior to the date hereof.



    2. Effectiveness. This Amendment shall be effective as of the date hereof when the
Administrative Agent shall have received from each of the Company and the Banks a counterpart
hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof.



    3. Effect of Amendment; Ratification. From and after the date on which this Amendment
becomes effective, all references to the Credit Agreement shall mean the Credit Agreement as
amended hereby. Except as expressly amended hereby or waived herein, the Credit Agreement and the
Notes shall remain in full force and effect, and all terms and provisions thereof are hereby
ratified and confirmed. The Company confirms that as amended hereby, each of the Credit Agreement
and the Notes is in full force and effect.



    4. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.



    5. Counterparts; Integration. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Credit Agreement as amended
hereby constitute the entire agreement and understanding among the parties hereto



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and supersede any and all prior agreements and understandings, oral or written, related to the
subject matter hereof.



    6. Representations of Company. The Company represents and warrants that (i) the
representations and warranties of the Company set forth in Article 4 of the Credit Agreement as
amended hereby will be true in all material respects on and as of the date of effectiveness of this
Amendment and (ii) no Default will have occurred and be continuing on such date.



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    IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date
set forth above.



	 	 	 	 	 
	 	ALLERGAN, INC.

 	 
	 	By:  	/s/  Jeffrey L. Edwards
 	 
	 	 	Name:  	Jeffrey L. Edwards 	 
	 	 	Title:  	Exec. V.P., Finance and Business Development, CFO 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/  James M. Hindman
 	 
	 	 	Name:  	James M. Hindman 	 
	 	 	Title:  	Sr. V.P. Treasury, Risk and Investor Relations 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent 

 	 
	 	By:  	/s/  Stephanie Parke
 	 
	 	 	Name:  	Stephanie Parke 	 
	 	 	Title:  	Executive Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITICORP USA, INC.,
individually and as Syndication Agent

 	 
	 	By:  	/s/  Carolyn Wendler
 	 
	 	 	Name:  	Carolyn Wendler 	 
	 	 	Title:  	Managing Director and Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,
individually and as Documentation Agent

 	 
	 	By:  	/s/  Jill J. Hogan
 	 
	 	 	Name:  	Jill J. Hogan 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK

 	 
	 	By:  	/s/  Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory
Morgan Stanley Bank 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILLIAM STREET COMMITMENT
CORPORATION (Recourse only to assets of William Street Commitment Corporation)

 	 
	 	By:  	/s/  Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/  Ling Li
 	 
	 	 	Name:  	Ling Li 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



PRICING SCHEDULE





     Each of “Facility Fee Rate” and “Euro-Currency Margin” means, for any date, the rate set forth
below in the row opposite such term and in the column corresponding to the “Status” and
"Utilization” that exist on such date:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Status	 	 	Level I	 	 	 	Level II	 	 	 	Level III	 	 	 	Level IV	 	 	 	Level V	 	 	 	Level VI	 	 
	 	Facility Fee Rate
	 	 	 	.0400	%	 	 	 	.0500	%	 	 	 	.0600	%	 	 	 	.0700	%	 	 	 	.1000	%	 	 	 	.1500	%	 
	 	Euro-Currency Margin
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Utilization < 50%
	 	 	 	.1100	%	 	 	 	.1500	%	 	 	 	.1900	%	 	 	 	.2800	%	 	 	 	.3500	%	 	 	 	.5000	%	 
	 	Utilization > 50%
	 	 	 	.1600	%	 	 	 	.2000	%	 	 	 	.2400	%	 	 	 	.3300	%	 	 	 	.4000	%	 	 	 	.5500	%	 
	 





     For purposes of this Schedule, the following terms have the following meanings, subject to the
concluding paragraph of this Schedule:



     "Level I Status” exists at any date if, at such date, the Borrower’s Credit Rating is A+ or
higher by S&P or A1 or higher by Moody ‘s.



     "Level II Status” exists at any date if, at such date, (i) the Borrower’s Credit Rating is A
or higher by S&P or A2 or higher by Moody’s and (ii) Level I Status does not exist.



     "Level III Status” exists at any date if, at such date, (i) the Borrower’s Credit Rating is A-
or higher by S&P or A3 or higher by Moody’s and (ii) neither Level I Status nor Level II Status
exists.



     "Level IV Status” exists at any date if, at such date, (i) the Borrower’s Credit Rating is
BBB+ or higher by S&P or Baa1 or higher by Moody’s and (ii) none of Level I Status, Level II Status
and Level III Status exists.



     "Level V Status” exists at any date if, at such date, (i) the Borrower’s Credit Rating is BBB
or higher by S&P or Baa2 or higher by Moody’s and (ii) none of Level I Status, Level II Status,
Level III Status or Level IV Status exists.



     "Level VI Status” exists at any date if, at such date, no other Status exists.



     "Status” refers to the determination of which of Level I Status, Level II Status, Level III
Status, Level IV Status, Level V Status or Level VI Status exists at any date.



     "Utilization” means at any date the percentage equivalent of a fraction (i) the numerator of
which is the aggregate outstanding principal amount of the Loans and Letter of Credit Liabilities
at such date, after giving effect to any borrowing, issuance or payment on such date, and (ii) the
denominator of which is the aggregate amount of the Commitments at such date, after giving effect
to any reduction of the Commitments on such date. For purposes of this Schedule, if for any reason
any Loans or Letter of Credit Liabilities remain outstanding after termination of the Commitments,
the Utilization for each date on or after the date of such termination shall be deemed to be 100%.



 









 





     The Credit Ratings to be utilized for purposes of this Schedule are those assigned to the
senior unsecured long-term debt securities of the Borrower without third-party credit enhancement,
and any rating assigned to any other debt security of the Borrower shall be disregarded. The
rating in effect at any date is that in effect at the close of business on such date. In the case
of split ratings from S&P’s and Moody’s, the rating to be used to determine which Status applies is
the higher of the two; provided that if the split is more than one full category, one rating above
the lower rating shall be used (e.g. A+/A3 results in Level II Status and A+/Baa1 in Level III
Status).




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