EX-10.6



 Exhibit 10.6 

EXECUTION VERSION 

JOINDER AGREEMENT 
 This
Joinder Agreement is dated as of April 1, 2015 (this “Agreement”), by and among each of the financial institutions set forth on Schedule A annexed hereto (each a “Series F-1 New Term Loan Lender” and
collectively the “Series F-1 New Term Loan Lenders”), each of the financial institutions set forth on Schedule B annexed hereto (each a “Series F-2 New Term Loan Lender” and collectively the “Series F-2 New
Term Loan Lenders”; collectively, with the Series F-1 New Term Loan Lenders, the “New Term Loan Lenders” and each a “New Term Loan Lender”), 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, by Amendment No. 10, dated as of March 5, 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, by the Joinder Agreements, each dated as of February 6, 2014, and by the Joinder Agreements, each dated as of January 22, 2015 (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 Term 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 Term 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. 
 Section 1. Series F-1 Tranche B Term
Loans 
 (i) Each Series F-1 New Term Loan Lender hereby commits to provide its respective New Term Loan Commitment (each a
“Series F-1 Tranche B Term Loan Commitment” and, collectively, the “Series F-1 Tranche B Term Loan Commitments”) as set forth on Schedule A annexed hereto on the terms and subject to the conditions set forth
below: 
 (ii) Applicable Margin. The Applicable Margin for each New Term Loan in respect of the Series F-1 Tranche B Term Loan
Commitments made pursuant to this Agreement (each a “Series F-1 Tranche B Term Loan”) shall mean initially, as of any date of determination, (A) with respect to Series F-1 Tranche B Term Loans that are Eurodollar Rate Loans,
3.25% per annum, and (B) with respect to Series F-1 Tranche B Term Loans that are Base Rate Loans, 2.25% per annum. From and after the delivery by the Borrower to the Administrative Agent of financial statements for the first full
Fiscal Quarter ended after the date hereof, the Applicable Margin for each Series F-1 Tranche B Term Loan shall mean the percentages per annum set forth in the table below, based upon the Secured Leverage Ratio of Borrower, as of the last day of the
most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) of the Credit Agreement: 
  

											
	 Pricing

Level
	  	 Secured Leverage Ratio
	  	Eurodollar
Rate Loans	 	 	Base Rate
Loans	 
	I	  	> 1.75 to 1.0	  	 	3.25	% 	 	 	2.25	% 
	III	  	< 1.75 to 1.0	  	 	3.00	% 	 	 	2.00	% 

 (iii) Principal Payments. Borrower shall make principal payments on the Series F-1 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 Series F-1 Tranche B Term Loans outstanding as of the date hereof: 

 

					
	 Amortization Date
	  	Series F-1 Tranche B Term
Loan Installments	 
	 June 30, 2015
	  	 	0.25	% 
	 September 30, 2015
	  	 	0.25	% 
	 December 31, 2015
	  	 	0.25	% 
	 March 31, 2016
	  	 	0.25	% 
	 June 30, 2016
	  	 	0.25	% 
	 September 30, 2016
	  	 	0.25	% 
	 December 31, 2016
	  	 	0.25	% 


  
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	 Amortization Date
	  	Series F-1 Tranche B Term
Loan Installments	 
	 March 31, 2017
	  	 	0.25	% 
	 June 30, 2017
	  	 	0.25	% 
	 September 30, 2017
	  	 	0.25	% 
	 December 31, 2017
	  	 	0.25	% 
	 March 31, 2018
	  	 	0.25	% 
	 June 30, 2018
	  	 	0.25	% 
	 September 30, 2018
	  	 	0.25	% 
	 December 31, 2018
	  	 	0.25	% 
	 March 31, 2019
	  	 	0.25	% 
	 June 30, 2019
	  	 	0.25	% 
	 September 30, 2019
	  	 	0.25	% 
	 December 31, 2019
	  	 	0.25	% 
	 March 31, 2020
	  	 	0.25	% 
	 June 30, 2020
	  	 	0.25	% 
	 September 30, 2020
	  	 	0.25	% 
	 December 31, 2020
	  	 	0.25	% 
	 March 31, 2021
	  	 	0.25	% 
	 June 30, 2021
	  	 	0.25	% 
	 September 30, 2021
	  	 	0.25	% 
	 December 31, 2021
	  	 	0.25	% 
	 March 31, 2022
	  	 	0.25	% 
	 April 1, 2022 (the “Series F-1 Tranche B Term Loan Maturity Date”)
	  	 	Remaining Balance	  

 (iv) Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Series F-1 Tranche
B Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series F-1 Tranche B Term Loans in accordance with Sections 2.12, 2.13, 2.14 and 2.15 of the Credit Agreement respectively. 

(v) Closing Fee / OID. Borrower agrees to pay on the date hereof to Administrative Agent, for the account of each Series F-1 New Term
Loan Lender party to this Agreement with a Series F-1 Tranche B Term Loan Commitment, as fee compensation for the funding of such Series F-1 New Term Loan Lender’s Series F-1 Tranche B Term Loans, a closing fee in an amount equal to 0.50% of
the aggregate principal amount of such Series F-1 New Term Loan Lender’s Series F-1 Tranche B Term Loans funded as of the date hereof. 

(vi) Series F-1 Term Loan Ticking Fee. Borrower agrees to pay to the Administrative Agent, for the account of each Series F-1 New Term
Loan Lender with a Series F-1 Tranche B Term Loan Commitment, a nonrefundable ticking fee (the “Series F-1 Term Loan Ticking Fee”), which fee will commence accruing as of the date that is 30 days after the first date the Series F-1
Tranche B Term Loans have been allocated, and expiring on the earlier of (x) the Series F-1 Tranche B Term Loan Funding Date (as defined below) and (y) the first to occur of (1) the consummation of the Sun Acquisition, (2) the
abandonment or termination of the Sun Acquisition Agreement and (3) 5:00 p.m. New York time on August 20, 2015 (the “Series F-1 Term Loan Commitment Termination Date”), in an amount equal to 4.00% calculated based on the
aggregate principal amount of such Series F-1 New Term Loan Lender’s Series F-1 Tranche B Term Loan Commitments; which Series F-1 Term Loan Ticking Fee (i) shall be payable on the Series F-1


  
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Term Loan Commitment Termination Date and (ii) 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. 
 (vii) Prepayment Premium. In the event that on or prior to the six month anniversary of the Series F-1 Tranche
B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series F-1 Tranche B Term Loans in connection with any Repricing Transaction (as defined below) 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 F-1 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 F-1 Tranche B Term Loans outstanding immediately prior to such amendment. 

For purposes of this Agreement, a “Repricing Transaction” means the prepayment or refinancing of all or a portion of the
Series F-1 Tranche B Term Loans with the incurrence by any Credit Party of any long-term bank debt financing having an effective interest cost or weighted average yield (excluding any arrangement or commitment fees in connection therewith) that is
less than the effective interest cost for or weighted average yield of the Series F-1 Tranche B Term Loans, including without limitation, as may be effected through any amendment to this Agreement relating to the effective interest cost for, or
weighted average yield of, the Series F-1 Tranche B Term Loans; provided that a Repricing Transaction shall not include any amendment, prepayment, repayment or repricing made in connection with a Permitted Acquisition. 

(viii) 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 F-1 Tranche B Term Loans, requesting a proposed borrowing (the “Initial Proposed Borrowing”) in the principal amount of $2,350,000,000 on the date hereof (the “Series F-1 Tranche B Term Loan Funding
Date”). Each Series F-1 New Term Loan Lender with a Series F-1 Tranche B Term Loan Commitment shall make its Series F-1 Tranche B Term Loans available to the 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 F-1 Tranche B Term Loans available to
Borrower on the Series F-1 Tranche B Term Loan Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such loans received by Administrative Agent from Series F-1 New Term Loan Lenders to be credited to the
account of Borrower, at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower. 

Section 2. Series F-2 Tranche B Term Loans 

Each Series F-2 New Term Loan Lender hereby commits to provide its respective New Term Loan Commitment (each a “Series
F-2 Tranche B Term Loan Commitment” and, collectively, the “Series F-2 Tranche B Term Loan Commitments”; collectively, with the Series F-1 Tranche B Term Loan Commitments, the “Series F Tranche B Term Loan
Commitments”) as set forth on Schedule B annexed hereto, on the terms and subject to the conditions set forth below: 
 (i)
Series F-2 Tranche B Term Loan Commitments. Except as set forth below in this 

  
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Section 2, the terms and provisions of the New Term Loans in respect of the Series F-2 Tranche B Term Loan Commitments made pursuant to this Agreement (the “Series F-2 Tranche B Term
Loans” and each a “Series F-2 Tranche B Term Loan” and together with the Series F-1 Tranche B Term Loans, the “Series F Tranche B Term Loans”) shall be identical to, and constitute, Series F-1 Tranche B
Term Loans for all purposes under the Credit Agreement. The Series F-2 Tranche B Term Loan Commitments and Series F-2 Tranche B Term Loans made pursuant thereto shall be subject to the provisions of the Credit Agreement and the other Credit
Documents, and shall constitute “Tranche B Term Loan Exposure” and “Tranche B Term Loans”, respectively, thereunder. 

(ii) Principal Payments. Borrower shall make principal payments on the Series F-2 Tranche B Term Loans in installments on the dates and
in the amounts equal to the percentage set forth in Section 1(iii) hereof of an amount equal to the aggregate principal amount of Series F-2 Tranche B Term Loans outstanding as of the applicable Series F-2 Tranche B Term Loan Funding Date (as
defined below). 
 (iii) Closing Fee / OID. Borrower agrees to pay on the applicable Series F-2 Tranche B Term Loan Funding Date to
the Administrative Agent, for the account of each Series F-2 New Term Loan Lender party to this Agreement with a Series F-2 Tranche B Term Loan Commitment, as fee compensation for the funding of such Series F-2 New Term Loan Lender’s Series F-2
Tranche B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such Series F-2 New Term Loan Lender’s Series F-2 Tranche B Term Loans funded on each Series F-2 Tranche B Term Loan Funding Date. 

(iv) Series F-2 Term Loan Ticking Fee. Borrower agrees to pay to the Administrative Agent, for the account of each Series F-2 New Term
Loan Lender with a Series F-2 Tranche B Term Loan Commitment, a nonrefundable ticking fee (the “Series F-2 Term Loan Ticking Fee”), which fee will commence accruing as of the date that is 30 days after the first date the Series F-2
Tranche B Term Loans have been allocated, and expiring on the earlier of (x) the final Series F-2 Tranche B Term Loan Funding Date and (y) the date that is 60 days after the Series F-1 Tranche B Term Loan Funding Date (or, to the extent
the Series F-1 Tranche B Term Loan Funding Date has not occurred, the Series F-1 Term Loan Commitment Termination Date) (the “Series F-2 Tranche B Term Loan Commitment Termination Date”) in an amount equal to 4.00% calculated based
on the aggregate principal amount of such Series F-2 New Term Loan Lender’s Series F-2 Tranche B Term Loan Commitments; which Series F-2 Term Loan Ticking Fee (i) shall be payable on the earliest to occur of (a) the applicable Series
F-2 Tranche B Term Loan Funding Date (with respect to Series F-2 Tranche B Term Loans made on such date) and (b) the Series F-2 Tranche B Term Loan Commitment Termination Date (with respect to the actual daily unfunded portion of the Series F-2
Tranche B Term Loan Commitments remaining on such date) and (ii) 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. 

(v) Proposed Borrowing. 

(x) In accordance with the Credit Agreement, Borrower shall from time to time (but on no more than four (4) occasions) deliver to
Administrative Agent an executed Funding Notice for Series F-2 Tranche B Term Loans (a “Series F-2 Funding Notice”) no later than three (3) Business Days prior to the date of the proposed borrowing (each such date, a
“Series F-2 Tranche B Term Loan Funding Date”), requesting a proposed borrowing in the aggregate principal amount of up to $1,800,000,000, but in any event not to exceed the remaining Series F-2 Tranche B Term Loan Commitment as of
such Series F-2 Tranche B Term Loan Funding Date, no later than the 

  
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Series F-2 Tranche B Term Loan Commitment Termination Date; provided, that up to $500,000,000 of the Series F-2 Tranche B Term Loans may, at the Borrower’s election two Business Days
prior to the Series F-1 Tranche B Term Loan Funding Date, be deemed to be Series F-1 Tranche B Term Loans (the “Reallocated Loans”) (it being understood and agreed that any Reallocated Loans shall reduce the remaining Series F-2
Tranche B Term Loan Commitment on a dollar-for-dollar basis). Upon receipt by the Administrative Agent of such Series F-2 Funding Notice, each Series F-2 New Term Loan Lender with a Series F-2 Tranche B Term Loan Commitment shall make its Series F-2
Tranche B Term Loans available to the Administrative Agent not later than 11:00 a.m. (New York City time) on the applicable Series F-2 Tranche B Term Loan Funding Date, 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 applicable Series F-2 Tranche B Term Loans available to Borrower on such Series F-2 Tranche B Term Loan Funding Date by causing an amount of
same day funds in Dollars equal to the proceeds of all such loans received by Administrative Agent from Series F-2 New Term Loan Lenders to be credited to the account of Borrower, at the Principal Office designated by Administrative Agent or to such
other account as may be designated in writing to Administrative Agent by Borrower. 
 (y) Borrower may make up to four (4) borrowings
each in a minimum amount of no less than $500,000,000 in respect of the Series F-2 Tranche B Term Loan Commitments, which shall be made on any Series F-2 Tranche B Term Loan Funding Date and any amounts borrowed and repaid or prepaid may not be
re-borrowed; provided that any borrowing made on the date hereof may be in a minimum amount of no less than $250,000,000. Each Series F-2 New Term Loan Lender’s Series F-2 Tranche B Term Loan Commitment shall terminate immediately and
without further action on the Series F-2 Tranche B Term Loan Commitment Termination Date, regardless of whether any Series F-2 Tranche B Term Loans are made on such date. 

(vi) Conditions to Series F-2 Tranche B Term Loan Borrowings. The obligation of each Series F-2 New Term Loan Lender to make a Series
F-2 Tranche B Term Loan is subject to the satisfaction, or waiver in accordance with Section 10.5 of the Credit Agreement, of the following conditions precedent: (x) Administrative Agent shall have received a fully executed and delivered a
Series F-2 Funding Notice; and (y) Borrower shall have delivered a certificate of a Responsible Officer in a form reasonably satisfactory to the Administrative Agent certifying that the proceeds of the Series F-2 Tranche B Term Loan shall be
used solely to consummate the Sun Convertibles Redemption (as defined below). 
 Section 4. 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 F 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. 
 Section 5. Credit Agreement Governs. Series F 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 1(vi) of this Agreement
shall supersede the final paragraph of Section 2.13(a) of the Credit Agreement with respect to Series F Tranche B Term Loans. 

  
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 Section 6. 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 Agreement (solely with respect to this Agreement),
Section 4.3 of the Credit Agreement (solely with respect to this Agreement), Section 4.4(a)(ii) of the Credit Agreement (solely with respect to this Agreement), 4.4(b) of the Credit Agreement with respect to material debt agreements
(solely with respect to this Agreement); Section 4.6 of the Credit Agreement (solely with respect to this Agreement), Section 4.15 of the Credit Agreement (solely with respect to regulation under the Investment Company Act of 1940),
Section 4.16 of the Credit Agreement (solely with respect to this Agreement); Section 4.20 of the Credit Agreement; Section 4.23 of the Credit Agreement (solely with respect to the PATRIOT Act and the U.S. Foreign Corrupt Practices
Act of 1977) and Section 4.25 of the Credit Agreement 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; and 


 

	 	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
Initial Proposed Borrowing. 

 Section 7. 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 Series F-1 Tranche B Term Loan Funding 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, (o) Fluxmans Inc., special South Africa counsel to the Credit Parties and (p) White & Case LLP, special United Kingdom counsel to the Administrative Agent, together with all other legal opinions and other
documents reasonably requested by Administrative Agent in connection with this Agreement. 


  
 -7- 









	 	ii.	Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that the delivery of any document or instrument and the taking of any action,
in each case set forth on Schedule C hereto shall not be a condition precedent to the Series F-1 Tranche B Term Loan Funding Date but shall be required to be satisfied after the Series F-1 Tranche B Term Loan Funding Date in accordance with
Schedule C hereto. 

 Section 8. Sun Acquisition. The Sun Acquisition shall have been consummated or shall be consummated
substantially simultaneously with the borrowing of the Series F-1 Tranche B Term Loans. 
 Section 9. Use of Proceeds. 

(i) The proceeds of the Series F-1 Tranche B Term Loans shall be used to finance a portion of the Sun Transactions; provided that any
excess proceeds of the Series F-1 Tranche B Term Loans remaining after the financing of the Sun Transactions may be used for general corporate purposes of the Borrower. 

(ii) The proceeds of the Series F-2 Tranche B Term Loans shall be used to finance the payment of any cash consideration necessary upon the
conversion of the Sun Convertible Notes (the “Sun Convertibles Redemption”). 
 Section 10. 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. 
 Section 11. 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. 
 Section 12. 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. 
 Section 13. Recordation of the New
Loans. Upon execution and delivery hereof, Administrative Agent will record the Series F-1 Tranche B Term Loans made by Series F-1 New Term Loan Lenders pursuant hereto in the Register. Upon the funding of any Series F-2 Tranche B Term
Loans on the applicable Series F-2 Tranche B Term Loan Funding Date, Administrative Agent will record such Series F-2 Tranche B Term Loans made by Series F-2 New Term Loan Lenders pursuant hereto in the Register. 

Section 14. 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 the
covenants and agreements contained in Amendment No. 10 whether or not such Credit Party was party thereto), including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the
transactions contemplated hereby. 


  
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	 	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 (including the obligations under Amendment No. 10 whether or
not such Credit Party was party thereto), 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. 

 Section 15. 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. 

Section 16. 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. 
 Section 17. 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. 
 Section 18. 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. 
 Section 19. 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. 
 Section 20. Termination. The Series F Tranche B Term Loan
Commitments shall automatically terminate on (a) with respect to any Series F-1 Tranche B Term Loan Commitment, the Series F-1 Tranche B Term Loan Funding Date and (b) with respect to any Series F-2 Tranche B Term Loan Commitment, the
Series F-2 Tranche B Term Loan Commitment Termination Date. 
 [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. 
  

			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a “New Term Loan Lender”
		
	By:		 /s/ Michael Winters

	Name:		Michael Winters
	Title:		Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH, as a “New Term Loan Lender”
		
	By:		 /s/ Kirk L. Tashjian

	Name:		Kirk L. Tashjian
	Title:		Director


 
			
	
	Notice Address:
		
	Attention:		
	Telephone:		
	Facsimile:		



  
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	VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer
	
	VALEANT PHARMACEUTICALS INTERNATIONAL
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer
	
	BAUSCH & LOMB INCORPORATED
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer
	
	BAUSCH & LOMB HOLDINGS INCORPORATED
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Vice President and Treasurer
	
	SOLTA MEDICAL, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer



  
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	ATON PHARMA, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer
	
	CORIA LABORATORIES, LTD.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer
	
	DOW PHARMACEUTICAL SCIENCES, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer



  
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	OBAGI MEDICAL PRODUCTS, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Treasurer
	
	OMP, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Treasurer
	
	ONPHARMA INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Treasurer



  
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	Signed by				
	Valeant Holdco 2 Pty Ltd (ACN 154 341 367)				
	in accordance with section 127 of the Corporations Act 2001 by two directors:				
			
	 /s/ Robert R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	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:
				
			
	 /s/ Robert R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	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:
				
			
	 /s/ Robert R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	Name of director (please print)				Name of director (please print)


  
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	Signed by				
	iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408)				
	in accordance with section 127 of the Corporations Act 2001 by two directors:				
			
	 /s/ Robert R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	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 R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	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:
				
			
	 /s/ Robert R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	Name of director (please print)				Name of director (please print)


  
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	Signed by				
	Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352)				
			
	in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:				
			
	 /s/ Robert R Chai-Onn
				 /s/ Linda A. LaGorga

	Signature of director				Signature of director/secretary
			
	Robert R. Chai-Onn				Linda A. LaGorga
			
	  
				  

	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 R Chai-Onn
				 /s/ Howard B. Schiller

	Signature of director				Signature of director/secretary
			
	Robert R. Chai-Onn				Howard B. Schiller
			
	  
				  

	Name of director (please print)				Name of director/secretary (please print)


  
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	Signed by				
	Private Formula International Holdings Pty Ltd (ACN 095 450 918)				
			
	in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:				
			
	 /s/ Robert R Chai-Onn
				 /s/ Howard B. Schiller

	Signature of director				Signature of director/secretary
			
	Robert R. Chai-Onn				Howard B. Schiller
			
	  
				  

	Name of director (please print)				Name of director/secretary (please print)
			
	Signed by				
	Private Formula International Pty Ltd (ACN 095 451 442)				
			
	in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:				
			
	 /s/ Robert R Chai-Onn
				 /s/ Howard B. Schiller

	Signature of director				Signature of director/secretary
			
	Robert R. Chai-Onn				Howard B. Schiller
			
	  
				  

	Name of director (please print)				Name of director/secretary (please print)


  
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	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 R Chai-Onn
				 /s/ Howard B. Schiller

	Signature of director				Signature of director/secretary
			
	Robert R. Chai-Onn				Howard B. Schiller
			
	  
				  

	Name of director (please print)				Name of director/secretary (please print)


  
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	Signed by				
	Bausch & Lomb (Australia) Pty Ltd (ACN: 000 650 251)				
			
	in accordance with section 127 of the Corporations Act 2001 by a director and secretary/director:				
			
	 /s/ Linda A. LaGorga
				 /s/ Ling Zeng

	Signature of director				Signature of director/secretary
			
	Linda LaGorga				Ling Zeng
			
	  
				  

	Name of director (please print)				Name of director/secretary (please print)


  
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	HYTHE PROPERTY INCORPORATED
		
	By:		 /s/ Mauricio Zavala

	Name:		Mauricio Zavala
	Title:		Manager and Assistant Secretary



  
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	VALEANT INTERNATIONAL BERMUDA
		
	By:		 /s/ Graham Jackson

	Name:		Graham Jackson
	Title:		Director
	
	VALEANT PHARMACEUTICALS NOMINEE BERMUDA
		
	By:		 /s/ Peter McCurdy

	Name:		Peter McCurdy
	Title:		President and Assistant Secretary



  
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	PROBIÓTICA LABORATÓRIOS LTDA.
		
	By:		 /s/ Marcelo Noll Barboza

	Name:		Marcelo Noll Barboza
	Title:		Officer
		
	By:		 /s/ Guilherme Maradei

	Name:		Guilherme Maradei
	Title:		Officer



  
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	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



  
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	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



  
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	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



  
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	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



  
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	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



  
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	BIOVAIL INTERNATIONAL S.Á.R.L.
		
	By:		 /s/ Guiseppe Di Modica

	Name:		Giuseppe Di Modica
	Title:		Manager
	
	VALEANT PHARMACEUTICALS LUXEMBOURG S.Á.R.L.
		
	By:		 /s/ Guiseppe Di Modica

	Name:		Giuseppe Di Modica
	Title:		Manager
	
	VALEANT INTERNATIONAL LUXEMBOURG S.Á.R.L.
		
	By:		 /s/ Guiseppe Di Modica

	Name:		Giuseppe Di Modica
	Title:		Manager
	
	BAUSCH & LOMB LUXEMBOURG S.Á.R.L.
		
	By:		 /s/ Guiseppe Di Modica

	Name:		Giuseppe Di Modica
	Title:		Manager



  
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	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



  
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	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:		Finance Director



  
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	VALEANT PHARMACEUTICALS IRELAND
		
	By:		 /s/ Graham Jackson

	Name:		Graham Jackson
	Title:		Director
	
	VALEANT HOLDINGS IRELAND
		
	By:		 /s/ Graham Jackson

	Name:		Graham Jackson
	Title:		Director



  
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	B.L.J. COMPANY, LTD.
		
	By:		 /s/ Ian Dolling

	Name:		Ian Dolling
	Title:		Representative Director and President



  
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	AB SANITAS
		
	By:		 /s/ Karol Michalak

	Name:		Karol Muchalak
	Title:		General Manager



  
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	UCYCLYD PHARMA, INC.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Senior Vice President and Treasurer



  
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	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



  
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	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



  
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	 PHARMASWISS D.O.O., BEOGRAD

		
	 By:
		 /s/ Dejan Antonić

	 Name:
		 Dejan Antonić

	 Title:
		 General Manager

		
			(corporate stamp)



  
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	PHARMASWISS D.O.O.,
		
	By:		 /s/ Senahil Asanagić

	Name:		Senahil Asanagić
	Title:		Director



  
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	INOVA PHARMACEUTICALS PROPRIETARY LIMITED
		
	By:		 /s/ Howard B. Schiller

	Name:		Howard B. Schiller
	Title:		Director



  
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	PHARMASWISS SA
		
	By:		 /s/ Matthias Courvoisier

	Name:		Matthias Courvoisier
	Title:		Director



  
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	Executed by BAUSCH & LOMB U.K. LIMITED, acting by:
	
	 /s/ Linda A. LaGorga

	Director		
	
	Name of director: Linda A. LaGorgain the presence of:
	
	 /s/ Amy Hancock

	Name of witness: Amy Hancock
	Address:		400 Somerset Corporate Blvd.
			Bridgewater, New Jersey 08807 U.S.A.
		
	Occupation:		Finance



  
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	BAUSCH & LOMB IOM S.P.A.
		
	By:		 /s/ Linda A. LaGorga

	Name:		Linda A. LaGorga
	Title:		Director



  
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	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


  
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	INOVA PHARMACEUTICALS (SINGAPORE) PTE LIMITED
		
	By:		 /s/ Howard Schiller

	Name:		Howard Schiller
	Title:		Director



  
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	Consented to by:
	
	BARCLAYS BANK PLC
	As Administrative Agent and Collateral Agent
		
	By:		 /s/ Craig Malloy

			Authorized Signatory


  
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 SCHEDULE A 

TO JOINDER AGREEMENT 
  

							
	 Name of Lender
	  	 Type of Commitment
	  	Amount	 
	 DEUTSCHE BANK AG NEW YORK BRANCH
	  	Series F-1 Tranche B Term Loan Commitment	  	$	2,350,000,000	  
		  		  	  
	  
	 
	 Total:
				$	2,350,000,000	  
		  		  	  
	  
	 








 SCHEDULE B 

TO JOINDER AGREEMENT 
  

							
	 Name of Lender
	  	 Type of Commitment
	  	Amount	 
	DEUTSCHE BANK AG NEW YORK BRANCH	  	Series F-2 Tranche B Term Loan Commitment	  	$	1,800,000,000	  
		  		  	  
	  
	 
	 Total:
				$	1,800,000,000	  
		  		  	  
	  
	 








 SCHEDULE C 

TO JOINDER AGREEMENT 

POST-CLOSING MATTERS 

Hungary Post-Closing Matters 
  

					
	 	  	 ITEM
	  	 TIME
LIMIT1

	1.	  	Execution and registration of the Pledge on All Assets Agreement	  	May 31, 2015
			
	2.	  	Execution and filing of the Quota Pledge Agreement	  	May 31, 2015
			
	3.	  	Execution and registration of, and delivering related notification under, the Pledge Over Bank Accounts Agreement	  	May 31, 2015
			
	4.	  	Execution and filing of the Trademark Pledge Agreement	  	May 31, 2015

  
  

	1 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period. 








 Italy Post-Closing Matters 

 

					
	 	  	 ITEM
	  	 TIME
LIMIT2

	1.	  	Confirmation Agreement of the Italian law Share Pledge relating to Bausch & Lomb IOM S.p.A.	  	April 8, 2015
			
	2.	  	Confirmation Agreement (post syndication) of the Italian law Share Pledge relating to Bausch & Lomb IOM S.p.A.	  	June 8, 2015

  

	2 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period. 








 Lithuania Post-Closing Matters 

 

					
	 	  	 ITEM
	  	 TIME
LIMIT3

	1.	  	Execution and notarization of Agreement On Amendment Of Maximum Company Mortgage Agreement Identification Code 20120130056526	  	April 10, 2015
			
	2.	  	Execution and notarization of Agreement On Amendment Of Maximum Pledge Agreement Identification Code 20220130056528	  	April 10, 2015
			
	3.	  	Execution and notarization of Agreement On Amendment Of Contractual Maximum Pledge Bond No 01220120007548	  	April 10, 2015
			
	4.	  	Tark Grunte Sutkiene, special Lithuania counsel to the Credit Parties, shall deliver or cause to be delivered to the Administrative Agent an executed copy of its customary opinion in form and substance reasonably satisfactory to the
Administrative Agent.	  	April 13, 2015
		  		  	

  

	3 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period. 








 The Netherlands Post-Closing Matters 

 

					
	 	  	 ITEM
	  	 TIME
LIMIT4

	1.	  	Execution and notarisation of the Second Ranking Security Agreement Pledge Of Shares between Valeant Holdings Ireland as Security Provider, Barclays Bank PLC as Collateral Agent and Bausch+Lomb OPS B.V. as Company	  	April 8, 2015
			
	2.	  	Execution and notarisation of the Security Agreement Pledge Of Shares between Przedsiębiorstwo Farmaceutyczne Jelfa S.A., Valeant Pharmaceuticals International, Inc. and Pharmaswiss S.A., as Security Providers, Barclays Bank
PLC as Collateral Agent and Valeant Europe B.V. as Company	  	April 8, 2015
			
	3.	  	Allen & Overy LLP, special Netherlands counsel to the Administrative Agent, shall deliver or cause to be delivered to the Administrative Agent an executed copy of its customary opinion in form and substance reasonably
satisfactory to the Administrative Agent.	  	April 8, 2015

  

	4 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period. 








 Poland Post-Closing Matters 

 

					
	 	  	 ITEM
	  	
TIME LIMIT5

	 1.
	  	The amendment agreement to the agreement for registered pledge over collection of assets of Przedsiębiorstwo Farmaceutyczne JELFA S.A. dated 17 September 2013 (as amended) to be entered into between Przedsiębiorstwo
Farmaceutyczne JELFA S.A. as pledgor and Barclays as pledgee	  	April 15, 2015
			
	 2.
	  	The amendment agreement to the agreement for registered pledge and financial pledge over shares in “Emo-Farm” sp. z o.o. dated 17 September 2013 (as amended) to be entered into between Przedsiębiorstwo
Farmaceutyczne JELFA S.A. as pledgor and Barclays as pledgee	  	April 15, 2015
			
	 3.
	  	The amendment agreement to the agreement for financial pledges over bank accounts of Przedsiębiorstwo Farmaceutyczne JELFA S.A. dated 17 September 2013 (as amended) to be entered into between Przedsiębiorstwo
Farmaceutyczne JELFA S.A. as pledgor and Barclays as pledgee	  	April 15, 2015
			
	 4.
	  	The amendment agreement to the agreement for registered pledges over bank accounts of Przedsiębiorstwo Farmaceutyczne JELFA S.A. dated 17 September 2013 (as amended) to be entered into between Przedsiębiorstwo
Farmaceutyczne JELFA S.A. as pledgor and Barclays as pledgee	  	April 15, 2015
			
	 5.
	  	The amendment agreement to the agreement for registered pledge and financial pledge over shares in “Valeant” sp. z o.o. dated 17 September 2013 (as amended) to be entered into between Valeant Europe BV as pledgor and
Barclays as pledgee	  	April 15, 2015
			
	 6.
	  	The amendment agreement to the agreement for registered and financial pledges over investment certificates (A and B series) issued by Ipopema 73 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych dated 17 September
2013 (as amended) to be entered into between Valeant Europe BV as pledgor and Barclays as pledgee	  	April 15, 2015
			
	 7.
	  	The amendment agreement to the agreement for registered pledges over bank accounts of Valeant sp. z o.o. dated 24 September 2013 (as amended) to be entered into between Valeant sp. z o.o. as pledgor and Barclays as pledgee	  	April 15, 2015

  

	5 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period. 









					
	8.		The amendment agreement to the agreement for financial pledges over bank accounts of Valeant sp. z o.o. dated 24 September 2013 (as amended) to be entered into between Valeant sp. z o.o. as pledgor and Barclays as pledgee		April 15, 2015
			
	9.		The amendment agreement to the agreement for registered pledge over collection of assets of Valeant sp. z o.o. dated 24 September 2013 (as amended) to be entered into between Valeant sp. z o.o. as pledgor and Barclays as
pledgee		April 15, 2015
			
	10.		The amendment agreement to the agreement for registered pledge over bank account of VP Valeant sp. z o.o. sp.j. dated 24 September 2013 (as amended) to be entered into between VP Valeant sp. z o.o. sp.j. as pledgor and Barclays as
pledgee		April 15, 2015
			
	11.		The amendment agreement to the agreement for financial pledge over bank account of VP Valeant sp. z o.o. sp.j. dated 24 September 2013 (as amended) to be entered into between VP Valeant sp. z o.o. sp.j. as pledgor and Barclays as
pledgee		April 15, 2015
			
	12.		The amendment agreement to the agreement for registered pledge over collection of assets of VP Valeant sp. z o.o. sp.j. dated 24 September 2013 (as amended) to be entered into between VP Valeant sp. z o.o. sp.j. as pledgor and
Barclays as pledgee		April 15, 2015
			
	13.		The amendment agreement to the agreement for registered pledge and financial pledge over shares in Przedsiębiorstwo Farmaceutyczne JELFA S.A. dated 21 October 2013 (as amended) to be entered into between Sanitas AB as pledgor
and Barclays as pledgee		April 15, 2015
			
	14.		The amendment agreement to the agreement for registered and financial pledges over investment certificates (C series) issued by Ipopema 73 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych dated 21 October 2013 (as
amended) to be entered into between Valeant Europe BV as pledgor and Barclays as pledgee		April 15, 2015
			
	15.		The amendment agreement to the agreement for registered pledges over protection rights over trademarks of Valeant sp. z o.o. sp.j. dated 22 November 2013 (as amended) to be entered into between Valeant sp. z o.o. sp.j. as pledgor
and Barclays as pledgee		April 15, 2015









					
			
	16.		The amendment agreement to the agreement for registered pledges over bank accounts of Valeant sp. z o.o. sp.j. dated 22 November 2013 (as amended) to be entered into between Valeant sp. z o.o. sp.j. as pledgor and Barclays as
pledgee		April 15, 2015
			
	17.		The amendment agreement to the agreement for financial pledges over bank accounts of Valeant sp. z o.o. sp.j. dated 22 November 2013 (as amended) to be entered into between Valeant sp. z o.o. sp.j. as pledgor and Barclays as
pledgee		April 15, 2015
			
	18.		The amendment agreement to the agreement for registered pledge over collection of assets of Valeant sp. z o.o. sp.j. dated 22 November 2013 (as amended) to be entered into between Valeant sp. z o.o. sp.j. as pledgor and Barclays as
pledgee		April 15, 2015
			
	19.		The amendment agreement to the agreement for registered and financial pledges over investment certificates (D series) issued by Ipopema 73 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych dated 3 February 2014
(as amended) to be entered into between Valeant Europe BV as pledgor and Barclays as pledgee		April 15, 2015
			
	20.		The amendment agreement to the agreement for registered and financial pledges over investment certificates (E series) issued by Ipopema 73 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych dated 22 August 2014 (as
amended) to be entered into between Valeant Europe BV as pledgor and Barclays as pledgee		April 15, 2015
			
	21.		The agreement for registered and financial pledges over investment certificates to be issued by Ipopema 73 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych to be entered into between Valeant Europe BV as pledgor and
Barclays as pledgee		April 15, 2015
			
	22.		The agreement for registered pledge and the financial pledge over shares in the increased share capital of Valeant sp. z o.o. to be entered into between Valeant Europe B.V. as pledgor and Barclays as pledgee		April 15, 2015
			
	23.		The statement on submission to enforcement of Sanitas AB		April 15, 2015
			
	24.		The statement on submission to enforcement of Valeant Europe BV		April 15, 2015









					
			
	25.		The statement on submission to enforcement of Przedsiębiorstwo Farmaceutyczne JELFA S.A		April 15, 2015
			
	26.		The statement on submission to enforcement of Valeant sp. z o.o		April 15, 2015
			
	27.		The statement on submission to enforcement of VP Valeant sp. z o.o. sp.j.		April 15, 2015
			
	28.		the statement on submission to enforcement of Valeant sp. z o.o. sp.j.		April 15, 2015
			
	29.		the statement on amendment of the existing mortgage to be made by Przedsiębiorstwo Farmaceutyczne JELFA S.A		April 15, 2015
			
	30.		Squire Patton Boggs Święcicki Krzesniak sp.k. special Poland counsel to the Credit Parties, shall deliver or cause to be delivered to the Admistrative Agent an executed copy of its customary opinion in form and
substance reasonably satisfactory to the Administrative Agent.		April 15, 2015
			
	31.		White & Case LLP, special counsel to the Administrative Agent, shall deliver or cause to be delivered to the Administrative Agent an executed copy of its customary opinion in a form and substance reasonably satisfactory to
the Administrative Agent		April 15, 2015








 Slovenia Post-Closing Matters 

 
  

					
	 	  	 ITEM
	  	
TIME LIMIT6

	 1.
	  	Execution and registration of the Pledge Agreement between Pharmaswiss SA, as Pledgor, and Barclays Bank PLC, as Pledgee and Collateral Agent	  	April 8, 2015
			
	 2.
	  	Notification of the Share Pledge by Pharmaswiss SA to the management of Pharmaswiss d.o.o. (to be sent via registered mail)	  	April 8, 2015

  

	6 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period. 








 South Africa Post-Closing Matters 

 

					
			
	 	  	 ITEM
	  	 TIME
LIMIT1

	1.	  	Appointment letter of processional trust company as Manager for Debt Guarantor	  	April 15, 2015
			
	3.	  	Memorandum of Incorporation of the Debt Guarantor	  	April 15, 2015
			
	4.	  	Trust Deed of Owner Trustee	  	April 15, 2015
			
	5.	  	Debt Guarantor Management Agreement	  	April 15, 2015
			
	6.	  	Debt Guarantee	  	April 15, 2015
			
	7.	  	Counter-Indemnity Agreement	  	April 15, 2015
			
	8.	  	Exchange Control Approval	  	April 15, 2015
			
	9.	  	Bond cancellation in relation to existing Notarial General Bond	  	April 15, 2015
			
	10.	  	Registration of new general notarial bond in favour of security SPV	  	May 29, 2015
			
	11.	  	Fluxmans Inc., special South Africa counsel to the Credit Parties, shall deliver or cause to be delivered to the Administrative Agent an executed copy of its customary opinion in form and substance reasonably satisfactory to the
Administrative Agent.	  	April 15, 2015
			
	12.	  	White and Case, special South Africa counsel to the Administrative Agent, shall deliver or cause to be delivered to the Administrative Agent an executed copy of its customary opinion in form and substance reasonably satisfactory to
the Administrative Agent.	  	April 15, 2015

  

	1 	The Administrative Agent shall have sole and absolute discretion to agree to a longer period.