Exhibit
10.1


 


THIRD AMENDMENT TO CREDIT
AGREEMENT


 


This THIRD AMENDMENT TO
CREDIT AGREEMENT, dated as of March 6, 2006 (this “Amendment”), is
entered into among WATSON PHARMACEUTICALS, INC., a Nevada corporation (the “Borrower”),
the Lenders (as defined below) party hereto and the Administrative Agent (as
defined below), and amends the Credit Agreement, dated as of May 30, 2003
(as amended, supplemented or modified from time to time, the “Credit
Agreement”), entered into among the Borrower, the financial institutions
from time to time party hereto, whether by execution of the Credit Agreement or
an Assignment and Acceptance (the “Lenders”), WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and CIBC
WORLD MARKETS CORP., each in its capacity as co-syndication agent for the
Lenders (each, in such capacity, a “Syndication Agent”), and LEHMAN
COMMERCIAL PAPER, INC., in its capacity as documentation agent for the Lenders
(in such capacity, the “Documentation Agent”).  Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.


 


PRELIMINARY STATEMENT


 


The Requisite Lenders and
the Borrower have agreed, subject to the terms and conditions of this
Amendment, to amend the Credit Agreement as hereinafter set forth.


 


STATEMENT OF AGREEMENT


 


SECTION 1.  Amendment to
Credit Agreement.  The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 2 hereof, hereby amended
as follows:


 


(a)           Section 9.06 of the Credit
Agreement is amended by deleting the date “August 5, 2002” in subsection (a) thereof
and inserting “March 6, 2006” in substitution therefor.


 


(b)           Section 6.01(J) of the
Disclosure Letter is amended by inserting the following at the end of the
sentence immediately before the period:


 


“and to the matters
described and set forth under the caption “Legal Proceedings” in Part I,
Item 3 of the Borrower’s Report on Form 10-K for the fiscal year ended December 31,
2004 and under the caption “Legal Proceedings” in Part II, Item 1 of the
Borrower’s Reports on Form 10-Q for the quarterly periods ended March 31,
2005, June 30, 2005 and September 30, 2005.”


 


SECTION 2.  Conditions
Precedent to Effectiveness.  This
Amendment shall become effective as of the date first above written when the
Administrative Agent shall have received this Amendment executed by the
Borrower and the Requisite Lenders.


 


SECTION 3.  Representations
and Warranties.  The Borrower
represents and warrants as follows:


 


(a)           After giving effect to this Amendment, all of the
representations and warranties contained in Section 6.01 of the Credit
Agreement and in the other Loan Documents are true and


 

















 


complete in all material respects (except to the extent that such
representations or warranties are made as of an earlier date, in which case
they shall be true and complete in all material respects as of such earlier
date).


 


(b)           After
giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing.


 


SECTION 4.  Reference to
and Effect on the Loan Documents.


 


(a)           Upon the effectiveness of this Amendment, on and after
the date hereof each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof” or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.


 


(b)           Except as specifically amended above, the Credit
Agreement and all other Loan Documents are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.


 


(c)           The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents, nor constitute
a waiver of any provision of any of the Loan Documents.


 


SECTION 5.  Execution in
Counterparts.  This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.


 


SECTION 6.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed as of the date first above written.


 


 


	
   

  	
  WATSON
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ Charles P. Slacik

  
	
   

  	
  Title: 

  	
  Executive Vice
  President and Chief Financial Officer

  



 


S-1

















 


	
   

  	
  WACHOVIA BANK,
  NATIONAL ASSOCIATION, as

  Administrative Agent and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Nelson

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


S-2

















 


	
   

  	
  CIBC INC., as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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  BANK OF AMERICA,
  N.A., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph L. Corah

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


S-4

















 


	
   

  	
  LEHMAN
  COMMERCIAL PAPER, INC., as

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Janine M. Shugan

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


S-5

















 


	
   

  	
  BANCO POPULAR DE
  PUERTO RICO, NEW

  YORK BRANCH, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hector J. Gonzalez

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


S-6

















 


	
   

  	
  BANK LEUMI USA,
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joung Hee Hong

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


S-7

















 


	
   

  	
  THE BANK OF EAST
  ASIA, LIMITED, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Loh

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Victor Li

  
	
   

  	
  Title:

  	
  General
  Manager

  



 


S-8

















 


	
   

  	
  COMERICA BANK,
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Don
  R. Carruth

  
	
   

  	
  Title:

  	
  Corporate
  Banking Officer

  



 


S-9

















 


	
   

  	
  E.SUN COMMERCIAL
  BANK, LTD., LOS

  ANGELES BRANCH, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-10

















 


	
   

  	
  FIRST COMMERCIAL
  BANK, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chih-Tiao Shih

  
	
   

  	
  Title:

  	
  SAVP &
  Deputy General Manager

  



 


S-11

















 


	
   

  	
  THE NORTHERN
  TRUST COMPANY, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Cory Schuster

  
	
   

  	
  Title:

  	
  Commercial
  Banking Officer

  



 


S-12

















 


	
   

  	
  SUMITOMO MITSUI
  BANKING

  CORPORATION, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-13

















 


	
   

  	
  TAIPEI FUBON
  COMMERCIAL BANK, NEW

  YORK AGENCY, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-14

















 


	
   

  	
  U.S. BANK,
  NATIONAL ASSOCIATION, as

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Janet Jordan

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


S-15

















 


	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


S-16

















 


	
   

  	
  UNITED OVERSEAS
  BANK LIMITED, LOS

  ANGELES AGENCY, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hoong Chen

  
	
   

  	
  Title:

  	
  FVP &
  General Manager

  



 


S-17

















 


	
   

  	
  CATHAY UNITED
  BANK (f/k/a United World

  Chinese Community Bank), as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-18

















 


	
   

  	
  WELLS FARGO
  BANK, N.A., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lucy
  Nixon

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  



 


S-19