EX-4.1



 Exhibit 4.1 

Execution Version 
  

 
 ACTAVIS FUNDING SCS 

AND EACH OF THE GUARANTORS PARTY HERETO 

1.300% NOTES DUE 2017 
 2.450%
NOTES DUE 2019 
 3.850% NOTES DUE 2024 

4.850% NOTES DUE 2044 
  

 
 INDENTURE 

Dated as of June 19, 2014 
  

 
  

 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION 
 Trustee 
  

 







 CROSS-REFERENCE TABLE 
  

			
	 Trust Indenture
 Act
Section
	  	Indenture Section
	310(a)(1)	  	7.10
	      (a)(2)	  	7.10
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (a)(5)	  	7.10
	      (b)	  	7.10
	      (c)	  	N.A.
	311(a)	  	7.11
	      (b)	  	7.11
	      (c)	  	N.A.
	312(a)	  	2.05
	      (b)	  	13.03
	      (c)	  	13.03
	313(a)	  	7.06
	      (b)(1)	  	N.A.
	      (b)(2)	  	7.06; 7.07
	      (c)	  	7.06; 13.02
	      (d)	  	7.06
	314(a)	  	4.03;13.02; 13.05
	      (b)	  	N.A.
	      (c)(1)	  	13.04
	      (c)(2)	  	13.04
	      (c)(3)	  	N.A.
	      (d)	  	N.A.
	      (e)	  	13.05
	      (f)	  	N.A.
	315(a)	  	7.01
	      (b)	  	7.05; 13.02
	      (c)	  	7.01
	      (d)	  	7.01
	      (e)	  	6.11
	316(a) (last sentence)	  	2.09
	      (a)(1)(A)	  	6.05
	      (a)(1)(B)	  	6.04
	      (a)(2)	  	N.A.
	      (b)	  	6.07
	      (c)	  	2.12
	317(a)(1)	  	6.08
	      (a)(2)	  	6.09
	      (b)	  	2.04
	318(a)	  	13.01
	      (b)	  	N.A.
	      (c)	  	13.01

 N.A. means not applicable. 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	
	 ARTICLE 1

DEFINITIONS AND INCORPORATION
 BY
REFERENCE
	   
   

  

			
	Section 1.01	 	 Definitions.
	  	 	1	  
	Section 1.02	 	 Other Definitions.
	  	 	10	  
	Section 1.03	 	 Incorporation by Reference of Trust Indenture Act.
	  	 	11	  
	Section 1.04	 	 Rules of Construction.
	  	 	11	  
	
	 ARTICLE 2

THE NOTES
	   
   

			
	Section 2.01	 	 Form and Dating.
	  	 	11	  
	Section 2.02	 	 Execution and Authentication.
	  	 	13	  
	Section 2.03	 	 Registrar and Paying Agent.
	  	 	13	  
	Section 2.04	 	 Paying Agent to Hold Money in Trust.
	  	 	13	  
	Section 2.05	 	 Holder Lists.
	  	 	14	  
	Section 2.06	 	 Transfer and Exchange.
	  	 	14	  
	Section 2.07	 	 Replacement Notes.
	  	 	26	  
	Section 2.08	 	 Outstanding Notes.
	  	 	26	  
	Section 2.09	 	 Treasury Notes.
	  	 	27	  
	Section 2.10	 	 Temporary Notes.
	  	 	27	  
	Section 2.11	 	 Cancellation.
	  	 	27	  
	Section 2.12	 	 Defaulted Interest.
	  	 	27	  
	Section 2.13	 	 CUSIP Numbers.
	  	 	28	  
	
	 ARTICLE 3

REDEMPTION AND PREPAYMENT
	   
   

			
	Section 3.01	 	 Notices to Trustee.
	  	 	28	  
	Section 3.02	 	 Selection of Notes to Be Redeemed or Purchased.
	  	 	28	  
	Section 3.03	 	 Notice of Redemption.
	  	 	29	  
	Section 3.04	 	 Effect of Notice of Redemption.
	  	 	29	  
	Section 3.05	 	 Deposit of Redemption or Purchase Price.
	  	 	30	  
	Section 3.06	 	 Notes Redeemed or Purchased in Part.
	  	 	30	  
	Section 3.07	 	 Optional Redemption.
	  	 	30	  
	Section 3.08	 	 Special Mandatory Redemption.
	  	 	31	  
	Section 3.09	 	 Optional Redemption for Changes in Withholding Taxes.
	  	 	32	  
	
	 ARTICLE 4

COVENANTS
	   
   

			
	Section 4.01	 	 Payment of Notes.
	  	 	32	  
	Section 4.02	 	 Maintenance of Office or Agency.
	  	 	33	  
	Section 4.03	 	 Reports.
	  	 	33	  
	Section 4.04	 	 Compliance Certificate.
	  	 	34	  
	Section 4.05	 	 Stay, Extension and Usury Laws.
	  	 	34	  
	Section 4.06	 	 Liens.
	  	 	34	  
	Section 4.07	 	 Holding Company Status.
	  	 	36	  
	Section 4.08	 	 Repurchase of Notes Upon a Change of Control.
	  	 	36	  
	Section 4.09	 	 Limitation on Sale and Leaseback Transactions.
	  	 	37	  









							
	 	 	 	  	Page	 
	
	 ARTICLE 5

SUCCESSORS
	   
   

			
	Section 5.01	 	 Merger, Consolidation or Sale of Assets.
	  	 	38	  
	Section 5.02	 	 Successor Corporation Substituted.
	  	 	38	  
	
	 ARTICLE 6

DEFAULTS AND REMEDIES
	   
   

			
	Section 6.01	 	 Events of Default.
	  	 	39	  
	Section 6.02	 	 Acceleration.
	  	 	40	  
	Section 6.03	 	 Other Remedies.
	  	 	41	  
	Section 6.04	 	 Waiver of Past Defaults.
	  	 	41	  
	Section 6.05	 	 Control by Majority.
	  	 	41	  
	Section 6.06	 	 Limitation on Suits.
	  	 	41	  
	Section 6.07	 	 Rights of Holders of Notes to Receive Payment.
	  	 	42	  
	Section 6.08	 	 Collection Suit by Trustee.
	  	 	42	  
	Section 6.09	 	 Trustee May File Proofs of Claim.
	  	 	42	  
	Section 6.10	 	 Priorities.
	  	 	43	  
	Section 6.11	 	 Undertaking for Costs.
	  	 	43	  
	
	 ARTICLE 7

TRUSTEE
	   
   

			
	Section 7.01	 	 Duties of Trustee.
	  	 	43	  
	Section 7.02	 	 Rights of Trustee.
	  	 	44	  
	Section 7.03	 	 Individual Rights of Trustee.
	  	 	45	  
	Section 7.04	 	 Trustee’s Disclaimer.
	  	 	45	  
	Section 7.05	 	 Notice of Defaults.
	  	 	46	  
	Section 7.06	 	 Reports by Trustee to Holders of the Notes.
	  	 	46	  
	Section 7.07	 	 Compensation and Indemnity.
	  	 	46	  
	Section 7.08	 	 Replacement of Trustee.
	  	 	47	  
	Section 7.09	 	 Successor Trustee by Merger, etc.
	  	 	48	  
	Section 7.10	 	 Eligibility; Disqualification.
	  	 	48	  
	Section 7.11	 	 Preferential Collection of Claims Against Company.
	  	 	48	  
	
	 ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	   
   

			
	Section 8.01	 	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	 	48	  
	Section 8.02	 	 Legal Defeasance and Discharge.
	  	 	48	  
	Section 8.03	 	 Covenant Defeasance.
	  	 	49	  
	Section 8.04	 	 Conditions to Legal or Covenant Defeasance.
	  	 	49	  
	Section 8.05	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
	  	 	50	  
	Section 8.06	 	 Repayment to Company.
	  	 	51	  
	Section 8.07	 	 Reinstatement.
	  	 	51	  
	
	 ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER
	   
   

			
	Section 9.01	 	 Without Consent of Holders of Notes.
	  	 	52	  
	Section 9.02	 	 With Consent of Holders of Notes.
	  	 	52	  
	Section 9.03	 	 Compliance with Trust Indenture Act.
	  	 	54	  
	Section 9.04	 	 Revocation and Effect of Consents.
	  	 	54	  


  
 ii 









							
	 	 	 	  	Page	 
			
	Section 9.05	 	 Notation on or Exchange of Notes.
	  	 	54	  
	Section 9.06	 	 Trustee to Sign Amendments, etc.
	  	 	54	  
	
	 ARTICLE 10

NOTE GUARANTEES
	   
   

			
	Section 10.01	 	 Guarantee.
	  	 	54	  
	Section 10.02	 	 Limitation on Guarantor Liability.
	  	 	55	  
	Section 10.03	 	 Releases.
	  	 	56	  
	
	 ARTICLE 11

SATISFACTION AND DISCHARGE
	   
   

			
	Section 11.01	 	 Satisfaction and Discharge.
	  	 	56	  
	Section 11.02	 	 Application of Trust Money.
	  	 	57	  
	
	 ARTICLE 12

ADDITIONAL AMOUNTS
	   
   

			
	Section 12.01	 	 Additional Amounts.
	  	 	57	  
	
	 ARTICLE 13

MISCELLANEOUS
	   
   

			
	Section 13.01	 	 Trust Indenture Act Controls.
	  	 	60	  
	Section 13.02	 	 Notices.
	  	 	60	  
	Section 13.03	 	 Communication by Holders of Notes with Other Holders of Notes.
	  	 	61	  
	Section 13.04	 	 Certificate and Opinion as to Conditions Precedent.
	  	 	61	  
	Section 13.05	 	 Statements Required in Certificate or Opinion.
	  	 	61	  
	Section 13.06	 	 Acts of Holders, Record Dates.
	  	 	62	  
	Section 13.07	 	 Rules by Trustee and Agents.
	  	 	63	  
	Section 13.08	 	 No Personal Liability of Directors, Officers, Employees and Stockholders.
	  	 	64	  
	Section 13.09	 	 Governing Law; Waiver of Jury Trial.
	  	 	64	  
	Section 13.10	 	 Judgment Currency.
	  	 	64	  
	Section 13.11	 	 Consent to Jurisdiction and Service of Process.
	  	 	64	  
	Section 13.12	 	 No Adverse Interpretation of Other Agreements.
	  	 	65	  
	Section 13.13	 	 Successors.
	  	 	65	  
	Section 13.14	 	 Severability.
	  	 	65	  
	Section 13.15	 	 Counterpart Originals.
	  	 	65	  
	Section 13.16	 	 Table of Contents, Headings, etc.
	  	 	65	  
	Section 13.17	 	 USA Patriot Act
	  	 	65	  
	Section 13.18	 	 Force Majeure
	  	 	66	  

 EXHIBITS 
  

			
	Exhibit A-1A	  	FORM OF 2017 NOTES
	Exhibit A-1B	  	FORM OF 2019 NOTES
	Exhibit A-1C	  	FORM OF 2024 NOTES
	Exhibit A-1D	  	FORM OF 2044 NOTES
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE


  
 iii 








 INDENTURE dated as of June 19, 2014 among Actavis Funding SCS, a limited partnership
(société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Luxembourg”),
registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national
banking association organized under the laws of the United States of America, as trustee. 
 The Company, the Guarantors and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (i) the Company’s 1.300% Notes due 2017 (the “2017 Notes”), the Company’s 2.450% Notes due
2019 (the “2019 Notes”), the Company’s 3.850 % Notes due 2024 (the “2024 Notes”), the Company’s 4.850% Notes due 2044 (the “2044 Notes”) in each case issued on the date hereof, and
the guarantees thereof by the Guarantors (collectively, the “Initial Notes”), (ii) if and when issued in accordance with the terms of this Indenture, an unlimited principal amount of additional 2017 Notes, 2019 Notes, 2024
Notes and 2044 Notes in a non-registered offering or in a registered offering of the Company, and the guarantees thereof by the Guarantors that may be offered from time to time subsequent to the issue date of the Initial Notes (the
“Additional Notes”) and (iii) if and when issued in accordance with the terms of this Indenture, the Company’s 2017 Notes, 2019 Notes, 2024 Notes and 2044 Notes and the guarantees thereof by the Guarantors that may be
issued from time to time in exchange for Initial Notes or any Additional Notes in an offer registered under the Securities Act (as hereinafter defined, the “Exchange Notes,” and together with the Initial Notes and the Additional
Notes, the “Notes”): 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION 
 BY
REFERENCE 
 Section 1.01 Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A-1A, A-1B, A-1C or A-1D, as applicable, hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the
Notes sold in reliance on Rule 144A. 
 “ACT Term Loan Agreement” means Actavis Capital’s senior unsecured term loan
credit facility dated October 1, 2013, as amended by the ACT Term Loan Amendment. 
 “ACT Term Loan Amendment” means
that certain amendment dated March 31, 2014 among Actavis plc, Actavis Capital, Actavis Inc., Bank of America, N.A., as administrative agent, and the other lenders a party thereto. 

“Actavis Capital” means Actavis Capital S.à r.l., a private limited liability company (société
à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg
Register of Commerce and Companies under number B178.410, having a share capital of $171,656. 
 “Actavis, Inc.” means
Actavis, Inc., a Nevada corporation. 
 “Actavis Revolving Credit Agreement” means that certain amended and restated
revolving credit and guarantee agreement dated as of October 1, 2013, among Actavis plc, Actavis, Inc., Bank of America, N.A., as administrative agent, and the lenders a party thereto. 

  
 1 








 “Additional Interest” means all additional interest owing on the Notes of any
series pursuant to the Registration Rights Agreement. 
 “Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent. 
 “Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or
exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors. 

“Below Investment Grade Rating Event” means the Notes are rated below Investment Grade Rating by both of the Rating Agencies
on any date commencing upon the first public notice by the Company of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control (which
period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies). 

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially
Owned” have a corresponding meaning. 
 “Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the board of managers, managing member or members or any controlling
committee of managing members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person
serving a similar function. 
 “Business Day” means any day other than a Legal Holiday. 

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with U.S. GAAP, or to the extent that IFRS has been adopted by Intermediate Parent with respect to its financial statements in lieu of U.S.
GAAP, in accordance with IFRS; provided that, notwithstanding anything to the contrary contained herein, leases will be accounted for using accounting principles as in effect on the issue date on of the Initial Notes. 

“Cash Bridge Credit Agreement” means that certain cash bridge credit and guaranty agreement to be entered into prior to the
closing of the Merger, among Intermediate Parent, the borrower thereunder, the several lenders and other parties from time to time party thereto, and Bank of America, N.A., as administrative agent thereunder, as amended, restated, supplemented or
otherwise modified from time to time. 
 “Change of Control” means the occurrence of any of the following: (1) direct
or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Actavis plc and its


  
 2 








 
subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than Actavis plc or one of its subsidiaries; (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of Actavis plc’s outstanding Voting Stock or other Voting Stock into which Actavis plc’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; provided, however, that a transaction will not be deemed to involve a Change of Control if (a) Actavis plc becomes a direct or indirect wholly owned
Subsidiary of a holding company and (b)(i) the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of Actavis plc’s Voting Stock immediately prior to that
transaction or (ii) no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the voting power of the Voting Stock of such holding company immediately following such transaction; (3) Actavis plc consolidates with, or merges with or into, any “person” or “group” (as that term is used in
Section 13(d)(3) of the Exchange Act), or any “person” or “group” consolidates with, or merges with or into, Actavis plc, in any such event pursuant to a transaction in which any of Actavis plc’s Voting Stock or the
Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of Actavis plc’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the Company
shall cease to be a direct or indirect Subsidiary of Actavis plc, Intermediate Parent or Actavis Capital, (5) Intermediate Parent or Actavis Capital shall cease to be a direct or indirect Subsidiary of Actavis plc, or (6) the adoption of a
plan relating to Actavis plc’s liquidation or dissolution. 
 “Change of Control Offer” has the meaning specified in
Section 4.08(a) hereto. 
 “Change of Control Payment” has the meaning specified in Section 4.08(a) hereto. 

“Change of Control Payment Date” has the meaning specified in Section 4.08(a) hereto. 

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Clearstream” means Clearstream Banking, S.A. and any successor thereto. 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the Notes to be redeemed. 
 “Comparable Treasury Price” means, with respect to any Redemption
Date, (1) the average of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, on the third Business Day preceding such Redemption Date, as contained in the daily statistical
release, or any successor release, published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if the release, or any successor release, is not published or
does not contain these prices on that Business Day, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if the
Company obtains fewer than three Reference Treasury Dealer Quotations, the average of all of these quotations. 
 “Consolidated Net
Worth” means, with respect to any Person, the amount of total assets less the amount of total liabilities as shown on the consolidated balance sheet of such Person, as set forth on the 

  
 3 








 
most recent consolidated balance sheet of such Person determined in accordance with U.S. GAAP, or to the extent that IFRS has been adopted by Intermediate Parent with respect to its financial
statements in lieu of U.S. GAAP, in accordance with IFRS. 
 “continuing” means, with respect to any Default or Event of
Default, that such Default or Event of Default has not been cured or waived. 
 “Corporate Trust Office of the Trustee”
means the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee shall have given notice to the Company. 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06 hereof, substantially in the form of Exhibit A-1A, A-1B, A-1C or A-1D hereto, as applicable, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this
Indenture. 
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system and any successor thereto.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

“Funded Debt” means indebtedness of Intermediate Parent or the indebtedness of a Subsidiary of Intermediate Parent owning
property maturing by its terms more than one year after its creation and indebtedness classified as long-term debt under U.S. GAAP, or to the extent that IFRS has been adopted by Intermediate Parent with respect to its financial statements in lieu
of U.S. GAAP, under IFRS, and in each case ranking at least pari passu with the Notes. 
 “Global Note Legend” means the
legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture. 

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes
deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A-1A, A-1B, A-1C or A-1D hereto, as applicable, and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d) or 2.06(f) hereof. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the
payment for which the United States pledges its full faith and credit. 

  
 4 








 “Guarantee” means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any
part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). 

“Guarantors” means, initially, Actavis Capital, Actavis Inc. and Intermediate Parent, and thereafter any Person executes a
Note Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 

1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or
arrangements with respect to interest rates; 
 2) commodity swap agreements, commodity option agreements, forward contracts
and other agreements or arrangements with respect to commodity prices; and 
 3) foreign exchange contracts, currency swap
agreements and other agreements or arrangements with respect to foreign currency exchange rates. 
 “IFRS” means
international financial reporting standards as adopted by the European Union, which are in effect from time to time. 

“indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: 

1) in respect of borrowed money; 

2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); 
 3) in respect of banker’s acceptances; 

4) in respect of Capital Lease Obligations; 

5) in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance
that constitutes an accrued expense or trade payable; and 
 6) representing Hedging Obligations. 

In addition, the term “indebtedness” includes (x) all indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such indebtedness is assumed by the specified Person), provided that the amount of such indebtedness will be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of
such indebtedness, and (y) to the extent not otherwise included, the guarantee by the specified Person of any indebtedness of any other Person. 

“Indenture” means this Indenture, as amended or supplemented from time to time. 

“Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 

“Initial Purchasers” means the initial purchasers of the Notes set forth in the Company’s Offering Memorandum dated
June 10, 2014, relating to the initial offering of the Notes. 

  
 5 








 “interest” means, with respect to any series of Notes, the sum of any cash
interest and any Additional Interest payable with respect to such series of Notes. 
 “Intermediate Parent” means Warner
Chilcott Limited, a Bermuda company. 
 “Investment Grade Rating” means a rating by Moody’s equal to or higher than
Baa3 (or the equivalent under a successor rating category of Moody’s) or a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category of S&P). 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, Luxembourg or at a
place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period. 
 “Letter of Transmittal” means the letter of
transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 

“Merger Agreement” means that certain merger agreement dated February 17, 2014, among Actavis plc, Tango US Holdings
Inc., Tango Merger Sub 1 LLC, Tango Merger Sub 2 LLC and Forest Laboratories, Inc., pursuant to which Actavis plc will acquire Forest Laboratories, Inc. in a series of merger transactions. 

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business. 

“Non-U.S. Person” means a Person who is not a U.S. Person. 

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes,
executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes of each series and the Additional Notes (including any Exchange Notes) of such series shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to
the Notes of any series shall include the Initial Notes of such series and any Additional Notes (including any Exchange Notes) of such series. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any indebtedness. 
 “Officer” means, with respect to any Person, the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person, or, if such
officer has not been appointed, any member of its Board of Directors. 
 “Officer’s Certificate” means a certificate
signed on behalf of the Company by an Officer of the Company, who must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.


  
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 “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of Intermediate Parent or the Trustee. 

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated
organization or government or any agency or political subdivision of a government or governmental agency. 
 “Private Placement
Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Rating Agencies” means (1) Moody’s and S&P; and (2) if either or both of Moody’s or S&P ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for either Moody’s, S&P, or both of them, as the case may be. 

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture. 
 “Reference Treasury Dealer” means the three primary U.S. government securities dealers consisting of
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, and their respective successors, provided that if at any time any of the above is not a primary U.S. Government securities
dealer, the Company will substitute that entity with another nationally recognized investment banking firm that the Company selects that is a primary U.S. Government securities dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.,
New York City time, on the third Business Day preceding such Redemption Date. 
 “Registration Rights Agreement” means the
Registration Rights Agreement, dated as of June 19, 2014, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. With respect
to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 
 “Regulation S”
means Regulation S promulgated under the Securities Act. 
 “Regulation S Global Note” means a Regulation S Temporary
Global Note or a Regulation S Permanent Global Note. 
 “Regulation S Permanent Global Note” means a permanent Global Note
in the form of Exhibit A-1A, A-1B, A-1C or A-1D hereto bearing the Global Note Legend and the Private Placement Legend and 

  
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deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global
Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a temporary Global Note in the
form of Exhibit A-1A, A-1B, A-1C or A-1D hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on
Rule 903 of Regulation S. 
 “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an interest payment date with respect to
such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. 

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the
Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

“Restricted Period” means, with respect to any Note, the 40-day distribution compliance period as defined in Regulation S.

 “Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, and any successor to its rating agency business. 
 “Sale and Leaseback Transaction” means any arrangement with
any Person providing for the leasing by Intermediate Parent or any Subsidiary of any property which has been or is to be sold or transferred by Intermediate Parent or such Subsidiary to such Person, excluding (1) temporary leases for a term,
including renewals at the option of the lessee, of not more than three years, (2) leases between Intermediate Parent and a Subsidiary or between Subsidiaries of Intermediate Parent, (3) leases of a property executed by the time of, or
within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property, and (4) arrangements pursuant to any provision of law with an effect similar to
the former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended. 
 “SEC” means the Securities and
Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 

“Special Mandatory Redemption” has the meaning specified in Section 3.08(a) hereto. 

“Special Mandatory Redemption Date” has the meaning specified in Section 3.08(b) hereto. 

  
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 “Special Mandatory Redemption Notice” has the meaning specified in
Section 3.08(e) hereto. 
 “Special Mandatory Redemption Price” has the meaning specified in Section 3.08(c)
hereto. 
 “Special Mandatory Redemption Triggering Event” has the meaning specified in Section 3.08(a) hereto. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the documentation governing such indebtedness as of the first date it was incurred in compliance with the terms of this Indenture, and will not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 

“Subsidiary” means, with respect to any specified Person: 

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital
stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees
of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights,
total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether
in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 

“Transactions” means, collectively, (a) the consummation of the acquisition of Forest Laboratories, Inc. by Actavis plc
pursuant to the Merger Agreement, (b) termination and payment in full of that certain Credit Agreement, dated as of December 4, 2012, by and among Forest Laboratories, Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the
other lenders party thereto, as amended, (c) the execution and delivery of the ACT Term Loan Amendment, (d) the amendment and restatement of the Amended and Restated Actavis Revolving Credit and Guaranty Agreement, among Actavis plc,
Actavis Capital, Actavis, Inc., Bank of America, N.A., as administrative agent and the lenders party thereto, dated as of August 1, 2013, (e) the amendment and restatement of the WC Term Loan Agreement, (f) the execution and delivery
of the Cash Bridge Credit Agreement and the borrowing of loans thereunder and (g) the issuance and sale of the Notes. 

“Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity,
computed as the second Business Day immediately preceding that Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for that Redemption Date. 
 “Trustee” means Wells Fargo Bank, National Association, until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 

  
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 “Unrestricted Global Note” means a Global Note that does not bear and is not
required to bear the Private Placement Legend. 
 “U.S. GAAP” means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. 
 “U.S.
Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
 “Value” means, with
respect to a Sale and Leaseback Transaction, an amount equal to the net present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or
extension options contained in the lease, discounted at the weighted average interest rate on the Notes of all series which are outstanding on the effective date of such Sale and Leaseback Transaction. 

“Voting Stock” means, with respect to any specified person (as that term is used in Section 13(d)(3) of the Exchange
Act), capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right to vote has
been suspended by the happening of such a contingency. 
 “WC Term Loan Agreement” means that certain WC Term Loan Credit
and Guaranty Agreement, dated as of August 1, 2013, among Actavis plc, Warner Chilcott Finance, Warner Chilcott Corporation, Actavis WC 2 S.à r.l., and Warner Chilcott Company, as borrowers, each lender from time to time party
thereto and Bank of America, N.A., as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time. 

Section 1.02 Other Definitions. 
  

			
	 Term
	  	 Defined in
Section

		
	“Additional Amounts”	  	12.01
	“Authentication Order”	  	2.02
	“Code”	  	12.01
	“Covenant Defeasance”	  	8.03
	“DTC”	  	2.03
	“Event of Default”	  	6.01
	“Expiration Date”	  	13.06
	“Judgment Currency”	  	13.10
	“Legal Defeasance”	  	8.02
	“Paying Agent”	  	2.03
	“Payment Default”	  	6.01
	“Payor”	  	12.01
	“Registrar”	  	2.03
	“Related Proceedings”	  	13.11
	“Relevant Taxing Jurisdiction”	  	12.01
	“Required Currency”	  	13.10
	“Specified Courts”	  	13.11


  
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 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 

“indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor
upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
 Section 1.04 Rules of Construction.

 Unless the context otherwise requires: 

(1) a term has the meaning assigned to it; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP; 

(3) “or” is not exclusive; 

(4) “including” is not limiting; 

(5) words in the singular include the plural, and in the plural include the singular; 

(6) “will” shall be interpreted to express a command; 

(7) provisions apply to successive events and transactions; and 

(8) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor
sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 
 Section 2.01 Form and
Dating. 
 (a) General. The Notes will be issued as registered form securities, initially represented by one or more Global Notes,
in registered global form. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A-1A, A-1B, A-1C or A-1D hereto, as


  
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applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to
the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A-1A, A-1B, A-1C or A-1D hereto, as
applicable (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A-1A, A-1B, A-1C or A-1D
hereto, as applicable (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by
the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the
Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the
nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the
receipt by the Trustee of an Officer’s Certificate from the Company. 
 Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S
Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream. 

  
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 Section 2.02 Execution and Authentication. 

At least one Officer must sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer
holds that office at the time a Note is authenticated, the Note will nevertheless be valid. 
 A Note will not be valid until authenticated
by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 

The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”),
authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized
for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. 
 The Trustee
may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Company. 

Section 2.03 Registrar and Paying Agent. 

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 The Company initially appoints The
Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Company initially appoints
the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 
 In addition to any
register maintained by the Registrar (the “Register”), a register of the Notes will be kept at the registered office of the Company, for Luxembourg law purposes. Upon written request from the Company, the registrar shall provide the
Company with a copy of the Register to enable it to maintain a Register of the Notes at its registered office. The Company accepts any copy of the Register as correspondence and document recording the transfer of any notes and agrees to update its
register upon receipt of such copy. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the Notes, and will notify the Trustee in writing of any Default by the Company in making
any such payment. 

  
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While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes. 

Section 2.05 Holder Lists. 
 The
Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company
will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with TIA §312(a). 
 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if: 
 (1) the Company delivers to the Trustee notice from the Depositary that it is
unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such
notice from the Depositary; 
 (2) the Company in its sole discretion determines that the Global Notes (in whole but not in
part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to
(A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act; or 

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. 

Upon the occurrence of either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as
the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes will be effected through the Depositary, in 

  
 14 








 
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other
following subparagraphs, as applicable: 
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement
Legend, provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S.
Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 
 (2) All Other Transfers
and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either: 
 (A) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates or other satisfactory evidence pursuant to Rule 903. 

(B) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 
 Upon consummation of an Exchange Offer by the
Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the
Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for 

  
 15 








 
transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (3) Transfer of Beneficial Interests to
Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with
the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 
 (A) if the transferee will
take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer,
(ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an “affiliate” (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
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 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 If any such transfer
is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is
being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial
interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

  
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 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(2) Beneficial Interests in Regulation S Temporary Global Notes to Definitive Notes. Notwithstanding Sections
2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to
(A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificate or other satisfactory evidence pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (3) Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
 (A) such exchange
or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an “affiliate” (as defined in Rule 144) of the
Company; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
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 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (4)
Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the
applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of
such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

  
 19 








 (E) if such Restricted Definitive Note is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or 

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the
Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A
Global Note or, in the case of clause (C) above, the Regulation S Global Note. 
 (2) Restricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
 (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an “affiliate” (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 

  
 20 








 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B),
(2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e)
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e). 
 (1) Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or
Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the
Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution
of the Exchange Notes or (iii) a Person who is an “affiliate” (as defined in Rule 144) of the Company; 

  
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 (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by a Participating Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the
Registrar receives the following: 
 (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 
 (2)
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer 

  
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by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange
Notes and (C) they are not affiliates (as defined in Rule 144) of the Company. 
 Concurrently with the issuance of such Notes, the
Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
 (g) Legends. The following legends will
appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(1) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
“QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144 (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO ACTAVIS PLC OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK
THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.” 

  
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 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form: 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.” 
 (3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a
legend in substantially the following form: 
 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
HEREON.” 
 (h) Cancellation or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such 

  
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cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or
for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes
and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.07, 4.08 and 9.05 hereof). 
 (3)
The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 

(5) Neither the Registrar nor the Company will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15
days before the day of the provision of a notice of redemption of Notes to be redeemed under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record
date and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 

  
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 (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance
with the provisions of Section 2.02 hereof. 
 (8) All certifications, certificates and Opinions of Counsel required to
be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interest in any Global Notes) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof. 
 (10) Neither the Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by the Depositary. 
 Section 2.07 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in
replacing a Note. 
 Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an affiliate of the Company holds the Note. 
 If a Note is replaced pursuant
to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. The Notes of any series will not be considered outstanding, and therefore not
eligible to vote, if the Company has deposited with the Trustee or set aside in trust for the Holders money for the payment or redemption of the Notes of such series. The Notes will also not be eligible to vote if they have been fully defeased as
described in Article 8. 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue. 

  
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 If the Paying Agent (other than the Company, a Subsidiary or an affiliate of any thereof) holds,
on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 

Section 2.09 Treasury Notes. 
 In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded. 
 Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without
unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 
 Holders
of temporary Notes will be entitled to all of the benefits of this Indenture. 
 Section 2.11 Cancellation. 

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes in
accordance with its customary procedures (subject to the record retention requirements of the Exchange Act). Certification of the disposal of all canceled Notes will be delivered to the Company upon written request therefore. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
 Section 2.12 Defaulted
Interest. 
 If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus,
to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

  
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 Section 2.13 CUSIP Numbers. 

The Company in issuing the Notes may use “CUSIP” numbers if then generally in use and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders. Any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the Notes. No such redemption shall be affected by any defect in or omission of such numbers. The Company promptly shall notify the Trustee of any change in the CUSIP
numbers. 
 ARTICLE 3 

REDEMPTION AND PREPAYMENT 
 Section 3.01
Notices to Trustee. 
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 15 days but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth: 

(1) the clause of this Indenture pursuant to which the redemption shall occur; 

(2) the Redemption Date; 

(3) the principal amount of Notes to be redeemed; and 

(4) the redemption price. 

Section 3.02 Selection of Notes to Be Redeemed or Purchased. 

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption
or purchase by lot or on a pro rata basis (or, in the case of Notes issued in global form pursuant to Article 2 hereof, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate or
by lot or such other similar method in accordance with the procedures of the Depository) unless otherwise required by law or applicable stock exchange or depositary requirements. 

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise
provided herein, not less than 15 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected
for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a
Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased, even if not a multiple of $1,000. Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

  
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 Section 3.03 Notice of Redemption. 

Subject to the provisions of Section 3.09 hereof, at least 15 days but not more than 60 days before a Redemption Date, the Company will
mail or cause to be mailed, by first class mail (or delivered electronically in accordance with the procedures of the Depository), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. 

The notice will identify the Notes (including CUSIP numbers) to be redeemed and will state: 

(1) the Redemption Date; 

(2) the redemption price; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(4) the name and address of the Paying Agent; 

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (7) the paragraph of the Notes or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; 
 (8) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes; and 
 (9) the CUSIP number. 

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company has delivered to the Trustee, at least 45 days prior to the Redemption Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph. 
 Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions
precedent and, at the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied. 

Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable
on the Redemption Date at the redemption price. A notice of redemption may not be conditional. 

  
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 Section 3.05 Deposit of Redemption or Purchase Price. 

One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of, accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased. 

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to
accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company
to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the
Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 

Section 3.07 Optional Redemption. 

(a) (i) At any time with respect to the 2017 Notes and the 2019 Notes, and at any time prior to March 15, 2024, with respect to the 2024
Notes and December 15, 2043, with respect to the 2044 Notes, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ written notice, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points, with respect to the 2017 Notes, 15 basis points, with respect to the 2019 Notes, 20 basis points, with respect to the 2024
Notes, and 25 basis points, with respect to the 2044 Notes, plus, accrued and unpaid interest and Additional Interest thereon to the Redemption Date. 

(b) Except pursuant to the preceding paragraph or, with respect to the 2024 Notes or the 2044 Notes, paragraph (c) below the Notes will
not be redeemable at the Company’s option (or and at any time prior to March 15, 2024, with respect to the 2024 Notes, and December 15, 2043, with respect to the 2044 Notes). 

(c) On or after March 15, 2024, with respect to the 2024 Notes, and December 15, 2043, with respect to the 2044 Notes, the Company
may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ written notice, at 100% of the principal amount of the Notes, as applicable, plus accrued and unpaid interest and Additional
Interest, if any, on the Notes redeemed, to the applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date. 

  
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 (d) Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 
 (e) Any redemption pursuant to this
Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 Special Mandatory
Redemption. 
 (a) The 2019 Notes, the 2024 Notes and the 2044 Notes shall be redeemed, in each case, in whole and not in part (a
“Special Mandatory Redemption”) in the event that (each, a “Special Mandatory Redemption Triggering Event”) either: 

(i) Actavis plc does not consummate the Merger on or prior to December 17, 2014; or 

(ii) the Merger Agreement is terminated any time prior thereto for any reason. 

(b) The Company shall redeem all of the outstanding 2019 Notes, 2024 Notes and 2044 Notes on the earlier to occur of (i) in the case of
redemption pursuant to clause (a)(i) above, January 16, 2015 or (ii) in the case of redemption pursuant to clause (a)(ii) above, the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following such
termination of the Merger Agreement for any reason (the “Special Mandatory Redemption Date”). 
 (c) Upon Special Mandatory
Redemption, the Company shall pay the sum of 101% of the aggregate principal amount of the 2019 Notes, the 2024 Notes and the 2044 Notes to be redeemed (the “Special Mandatory Redemption Price”), plus, in addition to such
Special Mandatory Redemption Price, in each case, accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Special Mandatory Redemption Date. Notwithstanding the foregoing, installments of interest on the applicable series
of Notes that are due and payable on interest payment dates falling on or prior to a Special Mandatory Redemption Date shall be payable on the interest payment date to the Persons in whose name the Notes are registered at the close of business on
the relevant record date according to the Notes and the Indenture. 
 (d) On and after the Special Mandatory Redemption Date for the Notes,
interest shall cease to accrue on the Notes unless the Company defaults in the payment of the Special Mandatory Redemption Price and accrued interest, if any. On or before the Special Mandatory Redemption Date for the Notes, the Company shall
deposit with the Trustee or a Paying Agent, funds sufficient to pay the Special Mandatory Redemption Price of the Notes to be redeemed on the Special Mandatory Redemption Date, and (except if the Special Mandatory Redemption Date shall be an
interest payment date) accrued interest and Additional Interest, if any. 
 (e) Notice of Special Mandatory Redemption shall be mailed (or
delivered electronically in accordance with the procedures of the Depository), with a copy to the Trustee, no later than five Business Days following the Special Mandatory Redemption Triggering Event (a “Special Mandatory Redemption
Notice”). The Special Mandatory Redemption Notice shall state the information set forth in, and shall be provided in accordance with Section 3.01 hereof. Notice of Special Mandatory Redemption having been given as provided in the
Indenture, the Notes called for Special Mandatory Redemption shall, on the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price, and accrued and unpaid interest and Additional Interest, if any, to, but
excluding, the Special Mandatory Redemption Date. 

  
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 Section 3.09 Optional Redemption for Changes in Withholding Taxes 

The Company shall be entitled to redeem the Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60
days’ notice to the Holders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date), in the event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in
the case of a Guarantor, only if such amount could not be paid by the Company or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: 

(a) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing
Jurisdiction; or 
 (b) any change in, amendment to, or introduction of any official published position regarding the application,
administration or interpretation of such laws (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change, amendment or introduction is publicly announced or
becomes effective on or after the date of this Indenture and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), provided that such
Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse
consequences. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Section 5.01 hereof is incorporated, organized or otherwise resident for tax
purposes or any political subdivision or taxing authority or agency thereof or therein. 
 Prior to the giving of any notice of redemption
described in the preceding paragraph, the Company will deliver to the Trustee an Officer’s Certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Company
will also deliver to the Trustee an opinion of counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a change, amendment, or introduction described above. Absent manifest error, the
Trustee will accept such opinion as sufficient evidence of the Payor’s obligations, to pay such Additional Amounts, and it will be conclusive and binding on the Holders. 

ARTICLE 4 
 COVENANTS 

Section 4.01 Payment of Notes. 
 The
Company will pay or cause to be paid the principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, interest and Additional Interest, if
any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest and Additional Interest, if any, then due. The Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement. 

  
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 The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 

Section 4.02 Maintenance of Office or Agency. 

The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 2.03 hereof. 
 Section 4.03 Reports. 

Intermediate Parent shall: 
 (a)
file with the Trustee, within 30 days after Intermediate Parent is required to file the same with the Commission, copies of the annual and quarterly reports and of the information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations prescribe) which Intermediate Parent may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; 

(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by Intermediate Parent with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 

(c) transmit to all Holders, as their names and addresses appear in the Register within 30 days after the filing thereof with the Trustee, in
the manner and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports (if not publicly filed with the Commission on EDGAR or on such other publicly available electronic filing medium as may be
established by the Commission) required to be filed by Intermediate Parent pursuant to Subsections (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the


  
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Commission. Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including Intermediate Parent’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates). 
 (d) In addition, the Company agrees that, for so long as any Notes remain outstanding,
if at any time it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it will furnish to the Holders of Notes and prospective investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act. 
 Section 4.04 Compliance Certificate. 

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view
to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has
kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default
has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, premium on, if any, interest or Additional Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action
the Company is taking or proposes to take with respect thereto. 
 (b) So long as any of the Notes are outstanding, the Company will deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

 Section 4.05 Stay, Extension and Usury Laws. 

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.06
Liens. 
 Intermediate Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or otherwise cause to
become effective any Lien (other than Permitted Liens) on any property or assets, now owned or hereafter acquired, to secure any indebtedness of Intermediate Parent, its Subsidiaries or any indebtedness of any other Person, unless Intermediate
Parent or such Subsidiary also secures all payments due under this Indenture, all Notes issued under this Indenture and under the Note Guarantees, 

  
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on an equal and ratable basis with such other indebtedness so secured (or, in the case of indebtedness subordinated to the Notes or the Note Guarantees, prior or senior thereto, with the same
relative priority as the Notes or Note Guarantees issued pursuant to this Indenture, will have with respect to such subordinated indebtedness) for so long as such other indebtedness shall be so secured, except the foregoing restriction shall not
apply to (“Permitted Liens”): 
 (1) Liens existing on the date of issuance of the Initial Notes; 

(2) Liens on property owned or leased by a Person existing at the time such Person is merged with or into or consolidated with
Intermediate Parent or any Subsidiary of Intermediate Parent; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or
consolidated with Intermediate Parent or such Subsidiary; 
 (3) Liens on property existing at the time of acquisition
thereof by Intermediate Parent or any Subsidiary of Intermediate Parent, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by Intermediate
Parent or such Subsidiary; 
 (4) Liens to secure indebtedness incurred prior to, at the time of or within 18 months after
the acquisition of any property or the completion of the construction, alteration, repair or improvement of any property, as the case may be, for the purpose of financing all or a part of the purchase price or cost thereof and Liens to the extent
they secure indebtedness in excess of such purchase price or cost and for the payment of which recourse may be had only against such property; 

(5) Liens in favor of or required by contracts with governmental entities; 

(6) any Lien securing indebtedness of a Subsidiary owing to Intermediate Parent or to one or more of the Subsidiaries of
Intermediate Parent; 
 (7) any extension, renewal or replacement (or successive extensions, renewals or replacements) in
whole or in part of any Lien referred to in clauses (1) through (6) above, inclusive, so long as (a) the principal amount of the indebtedness secured thereby does not exceed the principal amount of indebtedness so secured at the time
of the extension, renewal or replacement (except that, where an additional principal amount of indebtedness is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may
be secured by the Lien as well) and (b) the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (and improvements on the property); 

(8) any Lien to be incurred in connection with the Transactions; and 

(9) any Lien that would not otherwise be permitted by clauses (1) through (8) above, inclusive, securing indebtedness
which, together with: 
 (A) the aggregate outstanding principal amount of all other indebtedness of Intermediate Parent and
its Subsidiaries owning property which would otherwise be subject to the foregoing restrictions, and 
 (B) the aggregate
Value of existing Sale and Leaseback Transactions which would be subject to the foregoing restrictions absent this clause, 
 does not
exceed the greater of $750 million or 15% of the Consolidated Net Worth of Intermediate Parent. 

  
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 Section 4.07 Holding Company Status. 

For so long as any series of the Notes are outstanding, no Subsidiary of Actavis plc that is a direct or indirect parent of Intermediate Parent
(other than any such Subsidiary of Actavis plc that fully and unconditionally guarantees the Notes) will and, unless Actavis plc provides a guarantee of the Notes, Actavis plc (each such Subsidiary and, as long as applicable, Actavis plc, the
“Passive Holding Companies”) will not, conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate Parent; provided that the foregoing will not prohibit any
Passive Holding Company from taking actions related to the following (and activities incidental thereto): (i) its ownership of the equity interests of its direct wholly-owned subsidiaries, which are direct or indirect ultimate parents of
Intermediate Parent, (ii) the maintenance of its legal existence and, with respect to Actavis plc, its status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance
of its obligations with respect to the Merger Agreement, the ACT Term Loan Amendment, the ACT Term Loan Agreement, the Actavis Revolving Credit Agreement, the WC Term Loan Agreement and any other indebtedness in respect of which it is an obligor and
any other agreement to which it is a party, (iv) with respect to Actavis plc, any public offering of its common stock or with respect to any Passive Holding Company (other than Actavis plc) any other issuance of its equity interests,
(v) the making of payments on account of its common stock or any subordinated debt, (vi) the incurrence of indebtedness, (vii) the making of contributions to (or other equity investments in) the capital of its direct subsidiaries
existing on the date of this Indenture, (viii) the creation of a newly formed Subsidiary with capitalization of less than $1,000,000 and which is formed solely for the purpose of consummating an acquisition by Actavis plc so long as, within
twelve months such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a Subsidiary of Intermediate Parent or its subsidiaries), (ix) providing a guarantee of indebtedness or other obligations of its
subsidiaries, (x) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xi) holding any cash or property (including cash and property received in connection with dividends or
distributions from Intermediate Parent, (xii) providing indemnification to officers and directors, (xiii) the ownership or disposition of assets held on the issue date of the Initial Notes or acquired after the issue date of the Initial
Notes, in each case, to the extent permitted by clause (iii), (v), (vii) or (viii) above and (xiv) activities incidental to the businesses or activities described above. 

Section 4.08 Repurchase of Notes Upon a Change of Control. 

(a) If a Change of Control Triggering Event occurs with respect to the Notes, the Company shall make an offer (the “Change of Control
Offer”) to each Holder of Notes to repurchase any and all (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a repurchase price set forth in this Section 4.08. In the Change of Control
Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, and Additional Interest if any, on the Notes to be repurchased up
to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to Holders of Notes with a copy to the Trustee describing
the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 15 days and no later than 60 days
from the date such notice is mailed (the “Change of Control Payment Date”). 

  
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 (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: 

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and 
 (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together
with an Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and
(3) that the Change of Control Offer has been made in compliance with the Indenture. 
 The Company shall publicly announce the results
of the Change of Control Offer on or as soon as possible after the date of purchase. 
 (c) The Company shall comply in all material
respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.08, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of any such conflict. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of
a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 

Section 4.09 Limitation on Sale and Leaseback Transactions. 

Intermediate Parent will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction unless: 

(1) Intermediate Parent or such Subsidiary could incur indebtedness, in a principal amount at least equal to the Value of such
Sale and Leaseback Transaction, secured by a Lien on the property to be leased (without equally and ratably securing the Notes and the Note Guarantees) because such Lien would be of a character that no violation of Section 4.06 would result; or

 (2) Intermediate Parent applies, during the six months following the effective date of the Sale and Leaseback Transaction,
an amount equal to the Value of the Sale and Leaseback Transaction to the voluntary retirement of Funded Debt or to the acquisition of property. 

  
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 ARTICLE 5 

SUCCESSORS 
 Section 5.01 Merger,
Consolidation or Sale of Assets. 
 None of Intermediate Parent, Actavis Capital or the Company will consolidate with, merge with or
into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its or its subsidiaries’ property or assets taken as a whole (in one transaction or a series of related transactions) to, any Person or permit any Person
to merge with or into Intermediate Parent, Actavis Capital or the Company, as applicable, unless: 
 (1) Intermediate Parent,
Actavis Capital or the Company, as applicable, shall be the continuing Person, or the Person (if other than Intermediate Parent, Actavis Capital or the Company, as applicable) formed by such consolidation or into which Intermediate Parent, Actavis
Capital or the Company, as applicable, is merged or that acquired or leased such property and assets, shall be a corporation, partnership, limited liability company or trust organized and validly existing under the laws of Luxembourg, Ireland,
Bermuda, Puerto Rico or the United States or a political subdivision thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of Intermediate Parent’s, Actavis Capital’s or the
Company’s, as applicable, obligations under this Indenture and the Notes and the Note Guarantees; 
 (2) immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 
 (3) the
Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions
precedent provided for herein relating to such transaction have been complied with. 
 Section 5.02 Successor Corporation Substituted. 

Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and
assets of Intermediate Parent, Actavis Capital or the Company, as applicable, in accordance with Section 5.01 of this Indenture, the successor Person formed by such consolidation or into which Intermediate Parent, Actavis Capital or the
Company, as applicable, is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to and be substituted for, and may exercise every right and power of, Intermediate Parent, Actavis Capital or the
Company, as applicable, under this Indenture with the same effect as if such successor Person had been named as Intermediate Parent, Actavis Capital or the Company, as applicable; provided that Intermediate Parent, Actavis Capital or the Company, as
applicable, shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Notes in the case of a lease of all or substantially all of its property and assets. 

  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 
 Section 6.01
Events of Default. 
 Each of the following is an “Event of Default” with respect to each series of the Notes: 

(1) Default in the payment of the principal or any premium on the Notes of that series when due (whether at maturity, upon
acceleration, redemption or otherwise). 
 (2) Default for 30 days in the payment of interest on the Notes of such series
when due. 
 (3) Failure by the Company or any Guarantor to comply with the provisions set forth in 3.08 or 4.08. 

(4) Failure by the Company or any Guarantor to observe or perform any term of the Indenture (other than a covenant or agreement
in respect of which such non-compliance would otherwise be an Event of Default and other than a covenant or agreement included in this Indenture not for the benefit of such series) for a period of 60 days after the Company receives a notice of
default stating that the Company is in breach. The notice must be sent by either the Trustee or Holders of 25% of the principal amount of the Notes of the affected series. 

(5) Default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. (or the payment of which is guaranteed by the Company or any Guarantor), whether such indebtedness or guarantee now exists or is created after the issue
date of the Initial Notes, if that default: 
 (A) is caused by a failure to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise, and after giving effect to applicable grace periods) of such indebtedness (a “Payment Default”); or 

(B) results in the acceleration of such indebtedness prior to its scheduled maturity, 

and, in each case, the amount of any such indebtedness, together with the amount of any other indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $200.0 million or more; provided, however, that, if the default under the mortgage, indenture or instrument is cured by the Company or the applicable Guarantor, or
waived by the holders of the indebtedness, in each case as permitted by the governing mortgage, indenture or instrument, then the Event of Default caused by such default will be deemed likewise to be cured or waived. 

(6) Failure by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to pay or discharge any final judgment or
order (to the extent any such judgment or order is not paid or covered by insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $200.0 million which judgments are
not paid, discharged or stayed for a period of 60 days. 

  
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 (7) Except as permitted by the Indenture, any Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. 

(8) The entry by a court having competent jurisdiction of: 

(A) a decree or order for relief in respect of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. in an
involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

(B) a decree or order adjudging Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to be insolvent, or
approving a petition seeking reorganization, arrangement, adjustment or composition of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. because of such insolvency and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or 
 (C) a final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc., or ordering the winding up or liquidation of the affairs of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc.; or

 (9) The commencement by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to the entry of a decree
or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by Intermediate Parent, Actavis Capital,
the Company or Actavis, Inc. of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. because of such insolvency or relief under any
applicable law relating to the insolvency, or the consent by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. or the making by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. of an assignment for the benefit of creditors, or the
taking of corporate action by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. in furtherance of any such action. 
 Section 6.02
Acceleration. 
 In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect
to Intermediate Parent, Actavis Capital, the Company or Actavis, Inc., all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of the then outstanding Notes of a series may declare all the Notes of that series to be due and payable immediately. 

Upon any such declaration, the Notes of that series shall become due and payable immediately. 

  
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 The Holders of a majority in aggregate principal amount of the then outstanding Notes of a series
by written notice to the Trustee may, on behalf of all of the Holders of all the Notes of that series, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal of, premium on, if any, interest or Additional Interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived and such rescission would not conflict
with any judgment or decree of a court of competent jurisdiction. 
 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium
on, if any, interest or Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes of that series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 

The Holders of a majority in aggregate principal amount of the then outstanding Notes of a series by written notice to the Trustee may, on
behalf of the Holders of all of the Notes of that series waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or
Additional Interest, if any, on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes of that series may rescind an
acceleration and its consequences, including any related Payment Default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist with respect to such series, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

Holders of a majority in aggregate principal amount of the then outstanding Notes of a series may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes of a series or that may involve the Trustee in personal liability. 

Section 6.06 Limitation on Suits. 

No Holder of a Note of a series may pursue any remedy with respect to this Indenture or the Notes of that series unless: 

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; 

  
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 (2) Holders of at least 25% in aggregate principal amount of the then outstanding
Notes of that series make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer and, if
requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 

(4) the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or
indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding
Notes of that series do not give the Trustee a direction inconsistent with such request. 
 A Holder of a Note may not use this Indenture to
prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note provided that the Trustee does not have an affirmative duty to ascertain whether or not any action or forbearance on the part of a
Holder of a Note is unduly preferential or prejudicial to any other Holder of a Note. 
 Section 6.07 Rights of Holders of Notes to Receive
Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of,
premium on, if any, interest or Additional Interest, if any, on its Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee.

 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, if any, interest and Additional Interest, if any, remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

Section 6.09 Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other 

  
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properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.10 Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and
Additional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Additional Interest, if any, respectively; and 

Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 

Section 6.11 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 

ARTICLE 7 
 TRUSTEE 

Section 7.01 Duties of Trustee. 
 (a)
If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates and opinions specifically required to be delivered to
the Trustee by the terms of this Indenture, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but will have no duty to check the accuracy of calculations or factual
assertions contained therein). 

  
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 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01; 
 (2) the Trustee will not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless
such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee
will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 
 (a)
The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The
Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its choosing and the advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed
with due care. 

  
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 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided
in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or
direction. 
 (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

(j) The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at
such time to take specified actions pursuant to this Indenture. 
 (k) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any
affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue
as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not
be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication. 

  
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 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee will
mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, interest or Additional Interest, if any, on, any
Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 

Section 7.06 Reports by Trustee to Holders of the Notes. 

(a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2). The Trustee will also transmit by mail all reports as required by TIA §313(c). 

(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the
Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company will promptly notify the Trustee in writing when the Notes are listed on any stock exchange and of any delisting thereof.

 Section 7.07 Compensation and Indemnity. 

(a) The Company will pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree in writing for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the compensation, disbursements and expenses of the Trustee’s agents and counsel. 

(b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its gross negligence or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the fees and expenses of such
counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 

(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this
Indenture. 
 (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have
a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest or Additional Interest, if any, on, particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture. 

  
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 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy
Law. 
 (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable. 

Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the
Trustee if: 
 (1) the Trustee fails to comply with Section 7.10 hereof; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company. 

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders.
The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

  
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 Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act will be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification.

 There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who satisfies the
requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b). 
 Section 7.11 Preferential Collection of Claims
Against Company. 
 The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee
who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 

Section 8.02 Legal Defeasance and Discharge. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the
Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire indebtedness represented
by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same),
except for the following provisions which will survive until otherwise terminated or discharged hereunder: 
 (1) the rights
of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, interest or Additional Interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 

  
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 (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company’s and the Guarantors’ obligations in connection therewith; and 
 (4) this Article 8. 

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the
Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.06, 4.07, 4.08 and 4.09 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will
have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to
any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and
Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01 (4), (5) or (6) hereof will not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant
Defeasance. 
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of,
premium, if any, on interest and Additional Interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased
to such stated date for payment or to a particular Redemption Date; 

  
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 (2) in the case of an election under Section 8.02 hereof, the Company must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: 
 (A) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling; or 
 (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, 
 in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the
case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

 (4) no Default or Event of Default shall have occurred and is continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of Liens to secure such borrowings); 

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a Default under,
any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of
the Guarantors is bound; 
 (6) the Company must deliver to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 

(7) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 8.05 Deposited Money and
Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest, if any, but such money need not be segregated from other
funds except to the extent required by law. 

  
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 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes. 
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the
Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to Company. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium
on, if any, interest or Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Additional Interest, if any, has become due and payable shall be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 8.07 Reinstatement.

 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’
obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium on, if any, interest or Additional Interest, if any, on, any Note
following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

  
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 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture, the Notes or the Note Guarantees: 
 (1) to cure any ambiguity, defect or
inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note
Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; 
 (4) to make any
change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes of a particular series in any material respect; 

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

 (6) to conform the text of this Indenture, the Notes, or the Note Guarantees to any provision of the “Description of
Notes” section of the Company’s Offering Memorandum dated June 10, 2014, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim
recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent shall be evidenced by an Officer’s Certificate to that effect; 

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the
date hereof; or 
 (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes. 
 Upon the request of the Company and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes and the
Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) of any particular series voting as a single class
(including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 

  
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Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any,
interest or Additional Interest, if any, on, the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement
or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) change the
Stated Maturity of the principal of, or any installment of principal of or interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of any
Note which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02 hereof, or change any place of payment where, or the coin or currency in which, any Note or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 

(2) reduce the percentage in principal amount of the outstanding Notes of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 

(3) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. 

  
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 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the
TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms
and thereafter binds every Holder. 
 Section 9.05 Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture,
the Trustee will receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemented indenture is the valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms. 
 ARTICLE 10 
 NOTE
GUARANTEES 
 Section 10.01 Guarantee. 

(a) Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 

(1) the principal of, premium, if any, on, interest and Additional Interest, if any, on the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes, if lawful, and all other obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 

  
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 Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return
to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee. 
 Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

  
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 Section 10.03 Releases. 

Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance
with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 Any Guarantor not
released from its obligations under its Note Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article 10. 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 
 Section 11.01
Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued
hereunder, when: 
 (1) either: 

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not
delivered to the Trustee for cancellation for principal, premium, if any, interest and Additional Interest, if any, to the date of maturity or redemption; 

(2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred
and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of
Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a Default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound
(other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of
Liens to secure such borrowings); 
 (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and 
 (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to
apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. 

  
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 In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge
of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this
Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 

Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal, premium, if any, interest and Additional Interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with
Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium on, if any,
interest or Additional Interest, if any, on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent. 
 ARTICLE 12 

ADDITIONAL AMOUNTS 
 Section 12.01
Additional Amounts. 
 (a) All payments required to be made by the Company under or with respect to the notes or by any Guarantor
under or with respect to a Guarantee (each of the Company or such Guarantor and, in each case, any successor thereof, making such payment, the “Payor”), will be made free and clear of, and without withholding or deduction for or on
account of, any taxes imposed or levied by or on behalf of any authority or agency having power to tax within any jurisdiction in which any Payor is incorporated, organized or otherwise resident for tax purposes, or engaged in business for tax
purposes, or any jurisdiction from or through which payment is made by or on behalf of such Payor (each a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct such Taxes by law or regulation. 

(b) If a Payor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by or on behalf of a Relevant
Taxing Jurisdiction from any payment made under or with respect to the notes or a Guarantee, as applicable, such Payor will be required to pay such additional 

  
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amounts (“Additional Amounts”) as may be necessary so that the net amount received by any holder (including Additional Amounts) after such withholding or deduction will not be
less than the amount the holder or beneficial owner would have received if such taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: 

(1) any taxes that would not have been (or would not be required to be) so imposed, withheld, deducted or levied but for the
existence of any present or former connection between the relevant holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if
the relevant holder or beneficial owner is an estate, nominee, trust, partnership, company or corporation) and the Relevant Taxing Jurisdiction, including, without limitation, such holder or beneficial owner being or having been a citizen,
domiciliary, national or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein (other than any connection arising solely from the acquisition or holding
of any Note, the receipt of any payments in respect of such Note or Guarantee or the exercise or enforcement of rights under a Guarantee); 

(2) any estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment; 

(3) any taxes which are payable other than by withholding or deduction from payments made under or with respect to the Notes or
any Guarantee; 
 (4) any taxes that would not have been (or would not be required to be) imposed, withheld, deducted or
levied if such holder or the beneficial owner of any Note or interest therein (i) complied with all reasonable written requests by the Payor (made at a time that would enable the holder or beneficial owner acting reasonably to comply with such
request) to provide timely and accurate information or documentation concerning the nationality, residence or identity of such holder or beneficial owner or (ii) made any declaration or similar claim or satisfy any certification, information or
reporting requirement, which in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of
withholding or deduction of, all or part of such taxes; 
 (5) any taxes withheld, deducted or imposed on a payment required
to be made pursuant to the European Council Directive 2003/48/ EC on taxation of savings income in the form of interest payments or any other directive implementing the conclusions of the ECOFIN (European Union Economic and Finance Ministers)
Council Meeting of November 26 and 27, 2000 on the taxation of savings income in the form of interest payments which was adopted by the ECOFIN Council on 3 June 2003, or pursuant to any law implementing or complying with, or introduced in
order to conform to, such Directive or any agreement entered into by a new European Union Member State with (i) any other state or (ii) any relevant dependent or associated territory of any European Union Member State providing for
measures equivalent to or the same as those provided for by such Directive; 
 (6) any taxes imposed or withheld on or with
respect to a Note presented for payment by or on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union;


  
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 (7) any taxes imposed or withheld on or with respect to a payment which could
have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30 days after the date on which such payment or such Note became due and payable or the date
on which payment thereof is duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on any day during the 30-day period); 

(8) any taxes imposed on or with respect to any payment made under or with respect to such Note or Guarantee to any holder who
is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment
would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the sole beneficial owner of such Note; 

(9) any taxes payable under Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), as of the issue date of the Initial Notes (or any amended or successor version), any regulations or official interpretations thereof, any intergovernmental agreement entered into in connection therewith, or any law or
regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; 

(10) any taxes imposed by the United States or any political subdivision thereof; or 

(11) any taxes imposed or levied by reason of any combination of clauses (1) through (11) above. 

(c) The Company and the Guarantors (as the case may be) will pay any present or future stamp, issue, registration, excise, property, court or
documentary taxes, or similar taxes, charges or levies and interest, penalties and other reasonable expenses related thereto that arise in or are levied by any Relevant Taxing Jurisdiction on the execution, issuance, delivery, enforcement or
registration of the Notes, this Indenture, the Note Guarantees or any other document or instrument in relation thereto (other than on a transfer or assignment of the Notes after the initial offering of the Notes). 

(d) The Payor will make or cause to be made any withholding or deduction required in respect of taxes, and remit the full amount deducted or
withheld to the Relevant Taxing Jurisdiction, in accordance with applicable law. Upon request, the Payor will use reasonable efforts to provide, within a reasonable time after the date the payment of any such taxes so deducted or withheld is made,
the trustee with official receipts or other documentation evidencing the payment of the taxes so deducted or withheld. 
 (e) If any Payor
will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes, the Payor will deliver to the paying agent with a copy to the trustee on a date that is at least 30 days prior to the date of that payment (unless
the obligation to pay Additional Amounts arises after the 45th day prior to that payment date, in which case the Payor shall notify the paying agent and the Trustee promptly thereafter) a certificate stating the fact that Additional Amounts will be
payable and the amount estimated to be so payable and such other information reasonably necessary to enable the paying agent to pay Additional Amounts to holders or beneficial owners on the relevant payment date. 

(f) Whenever in the Indenture there is mentioned, in any context: 

(1) the payment of principal; 

  
 59 








 (2) the payment of interest; or 

(3) any other amount payable on or with respect to any of the notes, 

such reference will be deemed to include payment of Additional Amounts as described under this Article 12, to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof. 
 (g) The obligations set forth in this Article 12 will survive any termination,
defeasance or discharge of the Indenture or any Guarantee and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Payor is incorporated, organized or otherwise resident for tax purposes or any political subdivision
or taxing authority or agency thereof or therein. 
 ARTICLE 13 

MISCELLANEOUS 
 Section 13.01 Trust
Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c),
the imposed duties will control. 
 Section 13.02 Notices. 

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or
by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic mail in PDF format or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Company and/or any Guarantor: 

Actavis Funding SCS 
 46A, Avenue
J.F. Kennedy 
 L-1855 Luxembourg 

Grand Duchy of Luxembourg 

Attention: any manager of its general partner 

With a copy to: 
 Actavis plc 

Morris Corporate Center III 
 400
Interpace Parkway 
 Parsippany, NJ 07054 

Attention: Chief Legal Officer – Global 

If to the Trustee: 
 Wells Fargo
Bank, National Association 
 333 S. Grand Ave., Fifth Floor, Suite 5A 

MAC E2064 – 05A 
 Los
Angeles, CA 90071 
 Attention: Corporate Trust Services – Administrator for Actavis Funding SCS 

  
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 The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or
different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
 Any notice or communication to
a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will
also be so mailed to any Person described in TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it. 
 If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same
time. 
 Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c). 
 Section 13.04 Certificate and Opinion as to
Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the
Company shall furnish to the Trustee: 
 (1) an Officer’s Certificate in form and substance reasonably satisfactory to
the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have
been satisfied; and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must
include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied, provided that no such Opinion of Counsel will be delivered in
connection with the authentication of Initial Notes. 
 Section 13.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA §314(a)(4)) must comply with the provisions of TIA §314(e) and must include: 
 (1) a
statement that the Person making such certificate or opinion has read such covenant or condition; 

  
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 (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement
that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 

Section 13.06 Acts of Holders, Record Dates. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of the outstanding Notes of any series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in
writing, and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 The ownership of the Notes
shall be proved by the Register. 
 Any request, demand, authorization, direction, notice, consent, waiver or other act of the Holder of any
Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee
or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 The Company may set any day as a
record date for the purpose of determining the Holders of outstanding Notes of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Notes of such series, provided, however, that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of outstanding Notes of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective hereunder unless 

  
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taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of outstanding Notes of such series on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of outstanding Notes of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Notes of the relevant series in the manner set forth in Section 13.02. 
 The Trustee may set any day as a record date
for the purpose of determining the Holders of outstanding Notes of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 6.02, (iii) any
request to institute proceedings referred to in Section 6.03 or (iv) any direction referred to in Section 6.05, in each case with respect to Notes of such series. If any record date is set pursuant to this paragraph, the Holders of
outstanding Notes of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, however, that no
such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of outstanding Notes of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of outstanding Notes of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each
Holder of Notes of the relevant series in the manner set forth in Section 13.02. 
 With respect to any record date set pursuant to
this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided, however, that no such change
shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes of the relevant series in the manner set forth in Section 13.02, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Notes may do so with
regard to all or any part of the principal amount of such Notes or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

Section 13.07 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 

  
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 Section 13.08 No Personal Liability of Directors, Officers, Employees and Stockholders. 

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

Section 13.09 Governing Law; Waiver of Jury Trial. 

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

EACH OF THE COMPANY, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY 

Section 13.10 Judgment Currency. 

Any payment on account of an amount that is payable in U.S. dollars (the “Required Currency”), which is made to or for the
account of any holder or the trustee in any other lawful currency (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Company or a Guarantor, shall constitute
a discharge of the Company’s or such Guarantor’s obligation under this indenture and the Notes and the Note Guarantees, only to the extent of the amount of the Required Currency which such Holder or the Trustee, as the case may be, could
purchase in the New York foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment
Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder or the Trustee, as the case may be, the Company or the applicable Guarantor shall indemnify
and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other
obligations contained in the Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any holder or the trustee from time to time and shall continue in full force
and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order. 

Section 13.11 Consent to Jurisdiction and Service of Process. 

Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related
Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively,
the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related
Proceeding, as 

  
 64 








 
to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth
above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the
Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor
not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. 

Section 13.12 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 13.13 Successors. 

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will
bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.03 hereof. 

Section 13.14 Severability. 
 In case
any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

Section 13.15 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart of a signature page to this Indenture by telecopier, facsimile or other electronic transmission (i.e. a “pdf’ or “tif”) shall be effective as delivery of a manually executed
counterpart thereof. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture and signature pages for all purposes. 
 Section 13.16 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 

Section 13.17 USA Patriot Act 
 The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity 

  
 65 








 
that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for
the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 
 Section 13.18 Force Majeure 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 [Signatures on following page] 

  
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 SIGNATURES 

 

					
	ACTAVIS FUNDING SCS
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Class A Manager
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	 /s/ Patrick van Denzen

		 	Name:	 	Patrick van Denzen
		 	Title:	 	Class B Manager
	
	ACTAVIS CAPITAL S.À R.L., AS GUARANTOR
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Class A Manager
		
	By:	 	 /s/ Patrick van Denzen

		 	Name:	 	Patrick van Denzen
		 	Title:	 	Class B Manager
	
	ACTAVIS, INC., AS GUARANTOR
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Chief Legal Officer – Global










					
	WARNER CHILCOTT LIMITED, AS GUARANTOR
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Chief Legal Officer – Global
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	 /s/ Michael Tu

		 	Name:	 	Michael Tu
		 	Title:	 	Assistant Vice President









 EXHIBIT A-1A 

[Face of Note] 
  

[CUSIP/ISIN 00507U AA9 / US00507UAA97] / [CUSIP/ISIN L0037U AA5 / USL0037UAA53] 

1.300% Notes due 2017 
  

			
	No.     	 	$         

 ACTAVIS FUNDING SCS 

promises to pay to              or registered assigns, 

the principal sum of
                                         
                    DOLLARS on June 15, 2017. 
 Interest
Payment Dates: June 15 and December 15 
 Record Dates: June 1 and December 1 

 

					
	ACTAVIS FUNDING SCS
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class A Manager
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class B Manager


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  



  
  

A-1A-1 








 [Back of Note] 

1.300% Notes due 2017 
 [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 (1) INTEREST. Actavis Funding SCS, a limited partnership
(société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Luxembourg”),
registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Note at
1.300% per annum from                     ,      until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be             ,         . The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and
Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Additional Interest, if
any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. 

  
 A-1A-2 








 (3) PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the
Holders of the Notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 (4)
INDENTURE. The Company issued the Notes under an Indenture dated as of June 19, 2014 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company limited to $500.0 million in aggregate principal amount. The Indenture
does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) OPTIONAL
REDEMPTION. 
 (a) At any time, the Company may on any one or more occasions redeem all or a part of the
Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments of the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus in each case, accrued and unpaid interest and
Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

(b) Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Company’s option. 

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date. 
 (6) REPURCHASE AT THE
OPTION OF HOLDER. 
 (a) Upon the occurrence of a Change of Control, the
Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the
relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture. 
 (7) NOTICE
OF REDEMPTION. At least 15 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the
Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in 

  
 A-1A-3 








 
amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder shall be redeemed or purchased. 
 Any such redemption may, at the Company’s discretion, be subject to one or
more conditions precedent, including any related Equity Offering or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and
if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed
to a date later than 60 days after the date on which such notice was mailed), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the
date of redemption, or by the date of redemption as so delayed. 
 (8) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged
as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before the provision of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(9) PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 
 (10)
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture
or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any
Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to the Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture, the Notes, or the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 10, 2014, relating to the initial offering of the Notes,
to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, or the Note Guarantees, which intent shall be evidenced by an Officer’s Certificate
to that effect, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the
Notes. 

  
 A-1A-4 








 (11) DEFAULTS AND
REMEDIES. Events of Default with respect to each series of the Notes include: (i) default in the payment of the principal or any premium on the Notes of that series when due (whether at maturity, upon
acceleration, redemption or otherwise); (ii) default for 30 days in the payment of interest on the Notes; (iii) failure by the Company or any Guarantors to comply with the provisions of Sections 3.08 or 4.08 of the Indenture;
(iv) failure by the Company or any Guarantor to observe or perform any other term of the Indenture (other than a covenant or agreement in respect of which such non-compliance would otherwise be an Event of Default) for a period of 60 days after
the Company receives a notice of default stating that the Company is in breach that has been sent by either the Trustee or Holders of 25% of the principal amount of the Notes of that series; (v) default under certain other agreements relating
to indebtedness of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. which default is a Payment Default or results in the acceleration of such indebtedness prior to its express maturity; (vi) failure by Intermediate Parent,
Actavis Capital, the Company or Actavis, Inc. to pay certain final judgments, which judgments are not paid, discharged or stayed, for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and
(vii) certain events of bankruptcy or insolvency with respect to Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to
Intermediate Parent, Actavis Capital, the Company or Actavis, Inc., all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Additional Interest, if
any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration
or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the
Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
 (12) TRUSTEE
DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not the Trustee. 
 (13) NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company
or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any 

  
 A-1A-5 








 
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

(14) AUTHENTICATION. This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. 
 (15) ABBREVIATIONS. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act). 
 (16) ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 19, 2014, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
 (17) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(18) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS
NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 13.11 OF THE INDENTURE APPLIES TO THIS NOTE.

 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to the registered office of the Company. 

  
 A-1A-6 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

					
	(I) or (we) assign and transfer this Note to:	  	  

		  	(Insert assignee’s legal name)

  

	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)

  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         to
transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  

			
	Date:	 	  


  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-1A-7 








 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 of the Indenture, check the box that follows:  ̈ 
 If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.08 of the Indenture, state the amount you elect to have purchased: 
 $          

 

			
	Date:	 	  


 
			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


 
			
		
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-1A-8 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE 
 The following exchanges of a part
of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount
of
this Global Note	  	Amount of
increase in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global Note
following such
decrease
(or increase)	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-1A-9 








 EXHIBIT A-2A 

[Face of Note] 
  

[CUSIP/ISIN 00507U AC5 / US00507UAC53] / [CUSIP/ISIN L0037U AB3 / USL0037UAB37] 

2.450% Notes due 2019 
  

			
	No.     	 	$         

 ACTAVIS FUNDING SCS 

promises to pay to              or registered assigns, 

the principal sum of
                                         
                    DOLLARS on June 15, 2019. 
 Interest
Payment Dates: June 15 and December 15 
 Record Dates: June 1 and December 1 

 

					
	ACTAVIS FUNDING SCS
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class A Manager
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class B Manager


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  



  
  

A-2A-1 








 [Back of Note] 

2.450% Notes due 2019 
 [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 (1) INTEREST. Actavis Funding SCS, a limited partnership
(société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Luxembourg”),
registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Note at
2.450% per annum from                     ,      until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be             ,         . The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and
Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Additional Interest, if
any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. 

  
 A-2A-2 








 (3) PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the
Holders of the Notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 (4)
INDENTURE. The Company issued the Notes under an Indenture dated as of June 19, 2014 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company limited to $500.0 million in aggregate principal amount. The Indenture
does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) OPTIONAL
REDEMPTION. 
 (a) At any time, the Company may on any one or more occasions redeem all or a part of the
Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments of the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus in each case, accrued and unpaid interest and
Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

(b) Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Company’s option. 

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date. 
 (6) SPECIAL MANDATORY
REDEMPTION. 
 (a) In the event that either (i) the Company does not consummate the Merger on or
prior to December 17, 2014 or (ii) the Merger Agreement is terminated any time prior thereto for any reason (each, a “Special Mandatory Redemption Triggering Event”), the Company shall redeem the Notes in whole and not in
part on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price plus, in addition to such Special Mandatory Redemption Price, in each case, accrued and unpaid interest, if any, to, but excluding, the Special Mandatory
Redemption Date. Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and payable on interest payment dates falling on or prior to a Special Mandatory Redemption Date shall be payable on interest
payment dates to the Persons in whose name the Notes are registered at the close of business on the relevant record date according to the Notes and the Indenture. 

(b) On and after the Special Mandatory Redemption Date for the Notes, interest shall cease to accrue on the Notes unless the
Company defaults in the payment of the Special Mandatory Redemption Price and accrued interest, if any. On or before the Special Mandatory Redemption Date for the Notes, the Company shall deposit with the Trustee or a


  
 A-2A-3 








 
Paying Agent, funds sufficient to pay the Special Mandatory Redemption Price of the Notes to be redeemed on the Special Mandatory Redemption Date, and (except if the Special Mandatory Redemption
Date shall be an interest payment date) accrued interest, if any. 
 (c) Notice of Special Mandatory Redemption shall be
mailed, with a copy to the Trustee, no later than five Business Days following the Special Mandatory Redemption Triggering Event (a “Special Mandatory Redemption Notice”). The Special Mandatory Redemption Notice shall state the
information set forth in, and shall be provided in accordance with Section 3.01 of the Indenture. Notice of Special Mandatory Redemption having been given as provided in the Indenture, the Notes called for Special Mandatory Redemption shall, on
the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price, and accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. 

(7) REPURCHASE AT THE OPTION OF
HOLDER. 
 (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer
(a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due
on the relevant Interest Payment Date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture. 
 (8) NOTICE OF
REDEMPTION. At least 15 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to
Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of
Notes held by such Holder shall be redeemed or purchased. 
 Any such redemption may, at the Company’s discretion, be
subject to one or more conditions precedent, including any related Equity Offering or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each
such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of
redemption be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied or waived by the date of redemption, or by the date of redemption as so delayed. 
 (9)
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and 

  
 A-2A-4 








 
transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the provision of a notice of
redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 
 (11)
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture
or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any
Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to the Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture, the Notes, or the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 10, 2014, relating to the initial offering of the Notes,
to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to
that effect, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the
Notes. 
 (12) DEFAULTS AND REMEDIES. Events of Default
with respect to each series of the Notes include: (i) default in the payment of the principal or any premium on the Notes of that series when due (whether at maturity, upon acceleration, redemption or otherwise); (ii) default for 30 days
in the payment of interest on the Notes; (iii) failure by the Company or any Guarantors to comply with the provisions of Sections 3.08 or 4.08 of the Indenture; (iv) failure by the Company or any Guarantor to observe or perform any other
term of the Indenture (other than a covenant or agreement in respect of which such non-compliance would otherwise be an Event of Default) for a period of 60 days after the Company receives a notice of default stating that the Company is in breach
that has been sent by either the Trustee or Holders of 25% of the principal amount of the Notes of that series; (v) default under certain other agreements relating to indebtedness of Intermediate Parent, Actavis Capital, the Company or Actavis,
Inc. which default is a Payment Default or results in the acceleration of such indebtedness prior to its express maturity; (vi) failure by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to pay certain final judgments, which
judgments are not paid, discharged or stayed, for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect, or any Guarantor, 

  
 A-2A-5 








 
or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (vii) certain events of bankruptcy or insolvency with respect to
Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Intermediate Parent, Actavis Capital, the Company or Actavis, Inc., all
outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Additional Interest, if any,) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective
consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the Notes (including in connection with an offer to purchase). The
Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default. 
 (13) TRUSTEE DEALINGS WITH
COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its
affiliates, as if it were not the Trustee. 
 (14) NO RECOURSE AGAINST
OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the
Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

(15) AUTHENTICATION. This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. 
 (16) ABBREVIATIONS. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act). 
 (17) ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 19, 2014, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will 

  
 A-2A-6 








 
have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the
Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 

(18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS
NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 13.11 OF THE INDENTURE APPLIES TO THIS NOTE.

 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to the registered office of the Company. 

  
 A-2A-7 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

					
	(I) or (we) assign and transfer this Note to:	  	  

		  	(Insert assignee’s legal name)

  

	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)

  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         to
transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  

			
	Date:	 	  


  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-2A-8 








 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 of the Indenture, check the box that follows:  ̈ 
 If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.08 of the Indenture, state the amount you elect to have purchased: 
 $          

 

			
	Date:	 	  



 

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


 
			
		
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-2A-9 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE 
 The following exchanges of a part
of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount
of
this Global Note	  	Amount of
increase in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global Note
following such
decrease
(or increase)	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-2A-10 








 EXHIBIT A-3A 

[Face of Note] 
  

[CUSIP/ISIN 00507U AE1 / US00507UAE10] / [CUSIP/ISIN L0037U AC1 / USL0037UAC10] 

3.850% Notes due 2024 
  

			
	No.     	 	$             

 ACTAVIS FUNDING SCS 

promises to pay to              or registered assigns, 

the principal sum of
                                         
                    DOLLARS on June 15, 2024. 
 Interest
Payment Dates: June 15 and December 15 
 Record Dates: June 1 and December 1 

 

					
	ACTAVIS FUNDING SCS
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class A Manager
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class B Manager


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  


  
  

  
 A-3A-1 








 [Back of Note] 

3.850% Notes due 2024 
 [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 (1) INTEREST. Actavis Funding SCS, a limited partnership
(société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Luxembourg”),
registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Note at
3.850% per annum from                     ,      until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be             ,         . The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and
Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Additional Interest, if
any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. 

  
 A-3A-2 








 (3) PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the
Holders of the Notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 (4)
INDENTURE. The Company issued the Notes under an Indenture dated as of June 19, 2014 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company limited to $1,200.0 million in aggregate principal amount. The Indenture
does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) OPTIONAL
REDEMPTION. 
 (a) At any time prior to March 15, 2024, the Company may on any one or more occasions
redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values
of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus in each case,
accrued and unpaid interest and Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

On or after March 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less
than 15 nor more than 60 days’ notice, at 100% of the principal amount of the Notes, as applicable, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, subject to the
rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date. 
 (b) Except
pursuant to the preceding paragraph, the Notes will not be redeemable at the Company’s option. 
 Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 

(6) SPECIAL MANDATORY REDEMPTION. 

(a) In the event that either (i) the Company does not consummate the Merger on or prior to December 17, 2014 or
(ii) the Merger Agreement is terminated any time prior thereto for any reason (each, a “Special Mandatory Redemption Triggering Event”), the Company shall redeem the Notes in whole and not in part on the Special Mandatory
Redemption Date at the Special Mandatory Redemption Price plus, in addition to such Special Mandatory Redemption Price, in each case, accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.
Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and payable on interest payment dates falling on or prior to a Special Mandatory Redemption Date shall be payable on such interest payment dates
to the Persons in whose name the Notes are registered at the close of business on the relevant record date according to the Notes and the Indenture. 

  
 A-3A-3 








 (b) On and after the Special Mandatory Redemption Date for the Notes, interest
shall cease to accrue on the Notes unless the Company defaults in the payment of the Special Mandatory Redemption Price and accrued interest, if any. On or before the Special Mandatory Redemption Date for the Notes, the Company shall deposit with
the Trustee or a Paying Agent, funds sufficient to pay the Special Mandatory Redemption Price of the Notes to be redeemed on the Special Mandatory Redemption Date, and (except if the Special Mandatory Redemption Date shall be an interest payment
date) accrued interest, if any. 
 (c) Notice of Special Mandatory Redemption shall be mailed, with a copy to the Trustee, no
later than five Business Days following the Special Mandatory Redemption Triggering Event (a “Special Mandatory Redemption Notice”). The Special Mandatory Redemption Notice shall state the information set forth in, and shall be
provided in accordance with Section 3.01 of the Indenture. Notice of Special Mandatory Redemption having been given as provided in the Indenture, the Notes called for Special Mandatory Redemption shall, on the Special Mandatory Redemption Date,
become due and payable at the Special Mandatory Redemption Price, and accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. 

(7) REPURCHASE AT THE OPTION OF
HOLDER. 
 (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer
(a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due
on the relevant Interest Payment Date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture. 
 (8) NOTICE OF
REDEMPTION. At least 15 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to
Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of
Notes held by such Holder shall be redeemed or purchased. 
 Any such redemption may, at the Company’s discretion, be
subject to one or more conditions precedent, including any related Equity Offering or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each
such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of
redemption be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied or waived by the date of redemption, or by the date of redemption as so delayed. 

  
 A-3A-4 








 (9) DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before the provision of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 
 (11)
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture
or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any
Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to the Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture, the Notes, or the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 10, 2014, relating to the initial offering of the Notes,
to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to
that effect, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the
Notes. 
 (12) DEFAULTS AND REMEDIES. Events of Default
with respect to each series of the Notes include: (i) default in the payment of the principal or any premium on the Notes of that series when due (whether at maturity, upon acceleration, redemption or otherwise); (ii) default for 30 days
in the payment of interest on the Notes; (iii) failure by the Company or any Guarantors to comply with the provisions of Sections 3.08 or 4.08 of the Indenture; (iv) failure by the Company or any Guarantor to observe or perform any other
term of the Indenture (other than a covenant or agreement in respect of which such non-compliance would otherwise be an Event of Default) for a period of 60 days after the Company receives a notice of default stating that the Company is in breach
that has been sent by either the Trustee or Holders of 25% of the principal amount of the 

  
 A-3A-5 








 
Notes of that series; (v) default under certain other agreements relating to indebtedness of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. which default is a Payment
Default or results in the acceleration of such indebtedness prior to its express maturity; (vi) failure by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to pay certain final judgments, which judgments are not paid,
discharged or stayed, for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any
Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (vii) certain events of bankruptcy or insolvency with respect to Intermediate Parent, Actavis Capital, the Company or
Actavis, Inc. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Intermediate Parent, Actavis Capital, the Company or Actavis, Inc., all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Additional Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a
continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) TRUSTEE DEALINGS WITH COMPANY. The
Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee. 

(14) NO RECOURSE AGAINST OTHERS. No director,
officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws. 
 (15)
AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

(16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
 A-3A-6 








 (17) ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 19, 2014, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
 (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(18) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS
NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 13.11 OF THE INDENTURE APPLIES TO THIS NOTE.

 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to the registered office of the Company. 

  
 A-3A-7 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

					
	(I) or (we) assign and transfer this Note to:	  	  

		  	(Insert assignee’s legal name)

  

	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)

  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         to
transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  

			
	Date:	 	  


  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-3A-8 








 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 of the Indenture, check the box that follows:  ̈ 
 If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.08 of the Indenture, state the amount you elect to have purchased: 
 $          

 

			
	Date:	 	  



 

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


 
			
		
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-3A-9 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE 
 The following exchanges of a part
of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount
of
this Global Note	  	Amount of
increase in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global Note
following such
decrease
(or increase)	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-3A-10 








 EXHIBIT A-4A 

[Face of Note] 
  

[CUSIP/ISIN 00507U AG6 / US00507UAG67] / [CUSIP/ISIN L0037U AD9 / USL0037UAD92] 

4.850% Notes due 2044 
  

			
	No.     	 	$             

 ACTAVIS FUNDING SCS 

promises to pay to              or registered assigns, 

the principal sum of
                                         
                    DOLLARS on June 15, 2044. 
 Interest
Payment Dates: June 15 and December 15 
 Record Dates: June 1 and December 1 

 

					
	ACTAVIS FUNDING SCS
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class A Manager
	
	For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of Actavis Funding SCS, itself represented by:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Class B Manager


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  


  
  

  
 A-4A-1 








 [Back of Note] 

4.850% Notes due 2044 
 [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 (1) INTEREST. Actavis Funding SCS, a limited partnership
(société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Luxembourg”),
registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Note at
4.850% per annum from                     ,      until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be             ,         . The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and
Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Additional Interest, if
any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. 

  
 A-4A-2 








 (3) PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the
Holders of the Notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 (4)
INDENTURE. The Company issued the Notes under an Indenture dated as of June 19, 2014 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company limited to $1,500.0 million in aggregate principal amount. The Indenture
does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) OPTIONAL
REDEMPTION. 
 (a) At any time prior to December 15, 2043, the Company may on any one or more
occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus in
each case, accrued and unpaid interest and Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

On or after December 15, 2043, the Company may on any one or more occasions redeem all or a part of the Notes, upon not
less than 15 nor more than 60 days’ notice, at 100% of the principal amount of the Notes, as applicable, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, subject to
the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date. 
 (b) Except
pursuant to the preceding paragraph, the Notes will not be redeemable at the Company’s option. 
 Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 

(6) SPECIAL MANDATORY REDEMPTION. 

(a) In the event that either (i) the Company does not consummate the Merger on or prior to December 17, 2014 or
(ii) the Merger Agreement is terminated any time prior thereto for any reason (each, a “Special Mandatory Redemption Triggering Event”), the Company shall redeem the Notes in whole and not in part on the Special Mandatory
Redemption Date at the Special Mandatory Redemption Price plus, in addition to such Special Mandatory Redemption Price, in each case, accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.
Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and payable on interest payment dates falling on or prior to a Special Mandatory Redemption Date shall be payable on such interest payment dates
to the Persons in whose name the Notes are registered at the close of business on the relevant record date according to the Notes and the Indenture. 

  
 A-4A-3 








 (b) On and after the Special Mandatory Redemption Date for the Notes, interest
shall cease to accrue on the Notes unless the Company defaults in the payment of the Special Mandatory Redemption Price and accrued interest, if any. On or before the Special Mandatory Redemption Date for the Notes, the Company shall deposit with
the Trustee or a Paying Agent, funds sufficient to pay the Special Mandatory Redemption Price of the Notes to be redeemed on the Special Mandatory Redemption Date, and (except if the Special Mandatory Redemption Date shall be an interest payment
date) accrued interest, if any. 
 (c) Notice of Special Mandatory Redemption shall be mailed, with a copy to the Trustee, no
later than five Business Days following the Special Mandatory Redemption Triggering Event (a “Special Mandatory Redemption Notice”). The Special Mandatory Redemption Notice shall state the information set forth in, and shall be
provided in accordance with Section 3.01 of the Indenture. Notice of Special Mandatory Redemption having been given as provided in the Indenture, the Notes called for Special Mandatory Redemption shall, on the Special Mandatory Redemption Date,
become due and payable at the Special Mandatory Redemption Price, and accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. 

(7) REPURCHASE AT THE OPTION OF
HOLDER. 
 (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer
(a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due
on the relevant Interest Payment Date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture. 
 (8) NOTICE OF
REDEMPTION. At least 15 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to
Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of
Notes held by such Holder shall be redeemed or purchased. 
 Any such redemption may, at the Company’s discretion, be
subject to one or more conditions precedent, including any related Equity Offering or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each
such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of
redemption be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied or waived by the date of redemption, or by the date of redemption as so delayed. 

  
 A-4A-4 








 (9) DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before the provision of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 
 (11)
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture
or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any
Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to the Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture, the Notes, or the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 10, 2014, relating to the initial offering of the Notes,
to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to
that effect, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the
Notes. 
 (12) DEFAULTS AND REMEDIES. Events of Default
with respect to each series of the Notes include: (i) default in the payment of the principal or any premium on the Notes of that series when due (whether at maturity, upon acceleration, redemption or otherwise); (ii) default for 30 days
in the payment of interest on the Notes; (iii) failure by the Company or any Guarantors to comply with the provisions of Sections 3.08 or 4.08 of the Indenture; (iv) failure by the Company or any Guarantor to observe or perform any other
term of the Indenture (other than a covenant or agreement in respect of which such non-compliance would otherwise be an Event of Default) for a period of 60 days after the Company receives a notice of default stating that the Company is in breach
that has been sent by either the Trustee or Holders of 25% of the principal amount of the 

  
 A-4A-5 








 
Notes of that series; (v) default under certain other agreements relating to indebtedness of Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. which default is a Payment
Default or results in the acceleration of such indebtedness prior to its express maturity; (vi) failure by Intermediate Parent, Actavis Capital, the Company or Actavis, Inc. to pay certain final judgments, which judgments are not paid,
discharged or stayed, for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any
Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (vii) certain events of bankruptcy or insolvency with respect to Intermediate Parent, Actavis Capital, the Company or
Actavis, Inc. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Intermediate Parent, Actavis Capital, the Company or Actavis, Inc., all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Additional Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a
continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) TRUSTEE DEALINGS WITH COMPANY. The
Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee. 

(14) NO RECOURSE AGAINST OTHERS. No director,
officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws. 
 (15)
AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

(16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
 A-4A-6 








 (17) ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 19, 2014, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
 (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS
NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 13.11 OF THE INDENTURE APPLIES TO THIS NOTE.

 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to the registered office of the Company. 

  
 A-4A-7 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	  	  

		  	(Insert assignee’s legal name)

  

	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	  

	
	  

	
	  

	
	  

	(Print or type assignee’s name, address and zip code)

  

			
	and irrevocably appoint
                                         
                to transfer this Note on the books of the Company. The agent may substitute another to act for him.

  

			
	Date:	 	  


  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-4A-8 








 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 of the Indenture, check the box that follows:  ̈ 
 If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.08 of the Indenture, state the amount you elect to have purchased: 
 $         

 

			
	Date:	 	  


  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


 
			
		
	Tax Identification No.:	 	  



  

			
	 Signature Guarantee*:
	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-4A-9 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE 
 The following exchanges of a part
of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount
of
this Global Note	  	Amount of
increase in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global Note
following such
decrease
(or increase)	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-4A-10 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Actavis Funding
SCS 
 46A, Avenue J.F. Kennedy 
 L-1855 Luxembourg 

Grand Duchy of Luxembourg 
 Attention: Chief Financial Officer
– Global, Actavis plc 
 [Registrar address block] 

Re: [fill in full title of securities] 

(CUSIP             ) 

Reference is hereby made to the Indenture, dated as of June 19, 2014 (the “Indenture”), among Actavis Funding SCS, as
issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    , (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $         in such Note[s] or interests (the
“Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with
the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one
or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S
Permanent Global Note, Regulation S Temporary Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S under the Securities Act, (iii) the transaction 

  
 B-1 








 
is not part of a plan or scheme to evade the registration requirements of the Securities Act (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and (v) if the proposed transfer is being made prior to the expiration of the Restricted Period under Regulation S, the
interest transferred will be held immediately thereafter through Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest in a
Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check
one): 
 (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

or 
 (b) such Transfer is being
effected to the Company or a subsidiary thereof; 
 or 

(c) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act. 
 4.  ̈ Check if
Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 

(a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

 (b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture. 

  
 B-2 








 (c)  ̈ Check if Transfer is Pursuant to Other
Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

 

											
		 		 		 		 	  

		 		 		 		 		 	[Insert Name of Transferor]
						
		 		 		 		 	By:	 	  

		 		 		 		 		 	Name:
		 		 		 		 		 	Title:
		 	Dated:	 	  
	 		 		 	


  
 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

1. The Transferor owns and proposes to transfer the following: 

[CHECK ONE OF (a) OR (b)] 
 (a)  ̈ a beneficial interest in the: 
 (i)  ̈ 144A
Global Note (CUSIP             ), or 
 (ii)
 ̈ Regulation S Global Note (CUSIP             ), or 

(b)  ̈ a Restricted Definitive Note. 

2. After the Transfer the Transferee will hold: 

[CHECK ONE] 
 (a)  ̈ a beneficial interest in the: 
 (i)  ̈ 144A
Global Note (CUSIP             ), or 
 (ii)
 ̈ Regulation S Global Note (CUSIP             ), or 

(iii)  ̈ Unrestricted Global Note (CUSIP
            ); or 
 (b)  ̈ a
Restricted Definitive Note; or 
 (c)  ̈ an Unrestricted Definitive Note, 

in accordance with the terms of the Indenture. 

  
 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Actavis Funding
SCS 
 46A, Avenue J.F. Kennedy 
 L-1855 Luxembourg 

Grand Duchy of Luxembourg 
 Attention: Chief Financial Officer
– Global, Actavis plc 
 [Registrar address block] 

Re: [fill in full title of securities] 

(CUSIP             ) 

Reference is hereby made to the Indenture, dated as of June 19, 2014 (the “Indenture”), among Actavis Funding SCS, as
issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                , (the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with the
Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in 


  
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accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States. 
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act. 
 (b)  ̈ Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈
144A Global Note,  ̈ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the
statements contained herein are made for your benefit and the benefit of the Company. 
  

					
		 	  

		 	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
			
		 	Dated:	 	  




  
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