exv10w2






Exhibit 10.2




COUNTERPART AGREEMENT




     This COUNTERPART AGREEMENT, dated September 28, 2010 (this “Counterpart Agreement”) is
delivered pursuant to that certain Credit and Guaranty Agreement, dated as September 27, 2010 (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 Valeant Pharmaceuticals International, a Delaware corporation (the
“Borrower”), and upon consummation of the Merger and delivery of the Counterpart Agreement pursuant
to Section 5.16 of the Credit Agreement, Biovail Corporation, a corporation continued under the
federal laws of Canada (“Parent”), certain Subsidiaries of the Borrower, as Guarantors, and, upon
consummation of the Merger and delivery of the Counterpart Agreement pursuant to Section 5.16
thereof, certain Subsidiaries of Parent, as Guarantors, the Lenders party thereto from time to
time, Goldman Sachs Lending Partners LLC (“GSLP”), Morgan Stanley Senior Funding, Inc. and
Jefferies Finance LLC, as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents, GSLP, as
Administrative Agent and as Collateral Agent, and each of Bank of America, N.A., DnB NOR Bank ASA,
SunTrust Bank and The Bank of Nova Scotia, as Documentation Agent.



     Section 1. Pursuant to Section 5.11 of the Credit Agreement, the undersigned hereby:



     (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by
the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement
and agrees to be bound by all of the terms thereof;



     (b) represents and warrants that each of the representations and warranties set forth in the
Credit Agreement and each other Credit Document and applicable to the undersigned is true and
correct in all material respects both before and after giving effect to this Counterpart Agreement,
except to the extent that any such representation and warranty relates solely to any earlier date,
in which case such representation and warranty is true and correct in all material respects as of
such earlier date;



     (c) no event has occurred or is continuing as of the date hereof, or will result from the
transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a
Default;



     (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of
all Obligations when the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a))
and in accordance with Section 7 of the Credit Agreement; and



     Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to
take such additional actions and to execute and deliver such additional documents and instruments
as Administrative Agent may request to effect the transactions contemplated by, and to carry out
the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof
may be changed, waived, discharged or terminated, except by an instrument in writing signed by the
party (including, if applicable, any party required to evidence its consent to or acceptance of
this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or
termination is sought. Any notice or other communication herein required or permitted to be given
shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the
notice address of the undersigned shall be the address as set forth on the signature page hereof.
In case any provision in or obligation under this



 









 




Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.




     THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



[Remainder of page intentionally left blank]





 









 








     IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed
and delivered by its duly authorized officer as of the date above first written.



	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Margaret Mulligan
 	 
	 	 	Name:  	Margaret Mulligan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Address for Notices:




7150 Mississauga Road

Mississauga, Ontario

L5N 8M5

CANADA

Attention: Chief Financial Officer

Telecopier: (905) 286-3029




with a copy to:




	 	 	 

	 


	 	 
	 


	 	 
	 


	 	 
	Attention:
	 	 
	Telecopier
	 	 






 









 






ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




GOLDMAN SACHS LENDING PARTNERS LLC,

as Administrative Agent and Collateral Agent




	 	 	 	 	 

	By:

	 	/s/ Alexis Maged
 

Name: Alexis Maged
	 	 
	 

	 	Title: Authorized Signatory