EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 SECOND
AMENDMENT AGREEMENT 
 This SECOND AMENDMENT AGREEMENT, dated as of March 31, 2014 (this “Amendment Agreement”),
is entered into by and among ACTAVIS CAPITAL S.À R.L. (f/k/a ACTAVIS WC HOLDING 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, registered with the Luxembourg Registrar of Commerce and Companies under number B 178.410 (the “Borrower”), ACTAVIS, INC., a
Nevada corporation (“Actavis”), ACTAVIS PLC, a public limited company organized under the Laws of Ireland (“Parent”), the Lenders under the Existing Term Loan Credit Agreement (as defined below) that are party
hereto (such Lenders, the “Consenting Lenders”, and together with the other Lenders, if any, under the Existing Term Loan Credit Agreement that are not party hereto, the “Existing Lenders”) and Tranche A-2 Lenders
(as defined below) party hereto that are not Existing Lenders, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

PRELIMINARY STATEMENTS: 

(1) The Borrower, Actavis, Parent, the Existing Lenders, the Administrative Agent and the other entities party thereto entered into that
certain Amended and Restated Actavis Term Loan and Guaranty Credit Agreement, dated as of October 1, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Term Loan Credit
Agreement”); 
 (2) The Borrower, Actavis and Parent have requested to amend and restate the Existing Term Loan Credit Agreement in
the form of the Second Amended and Restated Actavis Term Loan Credit and Guaranty Agreement attached as Annex A hereto (the “Second Amended ACT Term Loan Credit Agreement”); 

(3) Pursuant to Section 11.01 of the Existing Term Loan Credit Agreement, the amendments contemplated by the Second Amended ACT
Term Loan Credit Agreement, other than with respect to the Tranche A-2 Commitments and Tranche A-2 Loans (as such terms are defined in the Second Amended ACT Term Loan Credit Agreement), require the consent of the Required Lenders, and the
amendments contemplated by the Second Amended ACT Term Loan Credit Agreement with respect to the Tranche A-2 Commitments and Tranche A-2 Loans require the consent of each Tranche A-2 Lender (as defined in the Second Amended ACT Term Loan Credit
Agreement); 
 (4) The Consenting Lenders, the Tranche A-2 Lenders and the Administrative Agent are willing to amend the Existing Term Loan
Credit Agreement (including all exhibits and schedules thereto) in the form of the Second Amended ACT Term Loan Credit Agreement upon the terms and conditions set forth herein; and 

(5) In accordance with Section 11.01 of the Existing Term Loan Credit Agreement, the Administrative Agent, the Consenting Lenders,
the Tranche A-2 Lenders, the Borrower, Actavis and Parent have each agreed, subject to the terms and conditions stated below, to the transactions described herein. 

  
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 NOW, THEREFORE, in consideration of the premises and in order to induce the parties hereto to
enter into the transactions described herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Administrative Agent, the Consenting Lenders, the Tranche A-2 Lenders, the
Borrower, Actavis and Parent, hereby agree as follows: 
 SECTION 1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings attributed thereto in the Existing Term Loan Credit Agreement. 
 SECTION 2. Amendment and Restatement of the
Existing Term Loan Credit Agreement. The Administrative Agent, each Consenting Lender, each Tranche A-2 Lender, the Borrower, Actavis and Parent hereby agree that, subject solely to satisfaction (or waiver) of the conditions precedent set forth
in Section 3 of this Amendment Agreement, the Existing Term Loan Credit Agreement is amended and restated in full as set forth in the form of Second Amended ACT Term Loan Credit Agreement and shall be replaced and superseded in all respects by
the terms and provisions of the Second Amended ACT Term Loan Credit Agreement. 
 SECTION 3. Conditions of Effectiveness. This
Amendment Agreement, the amendment and restatement of the Existing Credit Agreement in the form of the Second Amended ACT Term Loan Credit Agreement and the commitment of each Tranche A-2 Lender thereunder shall become effective upon receipt by the
Administrative Agent of executed counterparts of this Amendment Agreement by a Responsible Officer of each the Borrower, Actavis and Parent, and a duly authorized officer of (x) the Administrative Agent, (y) the Consenting Lenders
constituting at least the Required Lenders under the Existing Term Loan Credit Agreement and (z) each of the Tranche A-2 Lenders. 

Upon such effectiveness, this Amendment Agreement and the Second Amended ACT Term Loan Credit Agreement shall be a binding agreement between
the parties hereto and thereto. The Administrative Agent shall promptly notify the Parent and the Lenders of the Second Restatement Effective Date (as defined in in the Second Amended ACT Term Loan Credit Agreement) in writing, and such notice shall
be conclusive and binding. 
 SECTION 4. Representations and Warranties. Each of the Borrower, Actavis and Parent hereby represents
and warrants, on and as of the date hereof, that (i) the execution, delivery and performance by it of this Amendment Agreement has been duly authorized by all necessary corporate action, and (ii) this Amendment Agreement has been duly
executed and delivered by it and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to Debtor Relief Laws and the effect of general principals of equity, whether applied by a court of law
or equity. 
 SECTION 5. Execution in Counterparts. This Amendment Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or other form of written
electronic communication of an executed counterpart of a signature page to this Amendment Agreement shall be effective as delivery of an original executed counterpart of this Amendment Agreement. 

SECTION 6. Governing Law. This Amendment Agreement will be governed by, and construed in accordance with, the law of the State of New
York. 
 SECTION 7. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES 

  
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THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. 
 SECTION 8. Jurisdiction; Consent to Service of Process. 

(a) Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or
description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto or any related party of the foregoing in any way relating to this Amendment Agreement or the transactions relating hereto, in any
forum other than the courts of the state of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and
unconditionally submits to the jurisdiction of such courts and irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in and such New York State Court or, to the fullest extent
permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. Nothing in this Amendment Agreement will affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Amendment Agreement or any of the transactions contemplated
hereby against the Company or its properties in the courts of any jurisdiction for the purpose of enforcement of a judgment. 
 (b) Each
party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment
Agreement or any of the transactions contemplated hereby in any court referred to in Section 8(a) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court. 
 [Remainder of Page Intentionally Left Blank]


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed
by their respective authorized officers as of the day and year first written above. 
  

					
	ACTAVIS CAPITAL S.À R.L.
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Manager
	
	ACTAVIS, INC.
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Chief Legal Officer
	
	ACTAVIS PLC
		
	By:	 	 /s/ David A. Buchen

		 	Name:	 	David A. Buchen
		 	Title:	 	Chief Legal Officer


 Signature Page to Term Loan Amendment Agreement 







 
			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	 /s/ Robert Rittelmeyer

	Name:	 	Robert Rittelmeyer
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	BANK OF AMERICA, N.A.,
	as Consenting Lender
		
	By:	 	 /s/ Robert Laporte

	Name:	 	Robert LaPorte
	Title:	 	Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	Mizuho Rank, Ltd.,
	as Syndication Agent for Tranche A-2 and Consenting Lender
		
	By	 	 /s/ Bertram H. Tang

	Name:	 	Bertram H. Tang
	Title:	 	Authorized Signatory



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Consenting Lender
		
	By	 	 /s/ Kirk Tesch

	Name:	 	Kirk Tesch
	Title:	 	Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	as Consenting Lender
		
	By	 	 /s/ Jaime Sussman

	Name:	 	Jaime Sussman
	Title:	 	VP



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	HSBC Bank USA, National Association
	as Consenting Lender
		
	By	 	 /s/ Robert Moravec

	Name:	 	Robert Moravec
	Title:	 	Senior Relationship Manager



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	SUMITOMO MITSUI BANKING CORPORATION,
	as Consenting Lender
		
	By	 	 /s/ David W. Kee

	Name:	 	David W. Kee
	Title:	 	Managing Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	The Royal Bank of Scotland plc
	
	as Consenting Lender
		
	By	 	 /s/ William McGinty

	Name:	 	William McGinty
	Title:	 	Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	DNB CAPITAL LLC
	as Consenting Lender
		
	By	 	 /s/ Kristie Li

	Name:	 	Kristie Li
	Title:	 	First Vice President
		
	By	 	 /s/ Phil Kurpiewski

	Name:	 	Phil Kurpiewski
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	Lloyds Bank plc,
	as Consenting Lender
		
	By	 	 /s/ Stephen Giacolone

	Name:	 	Stephen Giacolone
	Title:	 	Assistant Vice President G011
		
	By	 	 /s/ Julia R. Franklin

	Name:	 	Julia R. Franklin
	Title:	 	Vice President F011



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	TD Bank, N.A.,
	as Consenting Lender
		
	By	 	 /s/ Shivani Agarwal

	Name:	 	Shivani Agarwal
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	Santander Bank, N.A.
	as Consenting Lender
		
	By	 	 /s/ John W. Deegan

	Name:	 	John W. Deegan
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	US BANK, NATIONAL ASSOCIATION,
	as Consenting Lender
		
	By	 	 /s/ Michael West

	Name:	 	Michael West
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	THE METROPOLITAN LIFE INSURANCE COMPANY,
	as Consenting Lender
		
	By	 	 /s/ Matthew J. McInerny

	Name:	 	Matthew J. McInerny
	Title:	 	Managing Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	FirstMerit Bank, N.A.,
	as Consenting Lender
		
	By	 	 /s/ Tim Daniels

	Name:	 	Tim Daniels
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	MANUFACTURERS BANK,
	as Consenting Lender
		
	By	 	 /s/ Sean Walker

	Name:	 	Sean Walker
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	Sabadell United Bank N.A.,
	as Consenting Lender
		
	By:	 	 /s/ Maurici Lladó

	Name:	 	Maurici Lladó
	Title:	 	EVP- Corporate & Commercial Banking



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	City National Bank, na
	as Consenting Lender
		
	By	 	 /s/ Charles Hill

	Name:	 	Charles Hill
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	BARCLAYS BANK PLC,
	as Tranche A-2 Lender
		
	By	 	 /s/ Irina Dimova

	Name:	 	Irina Dimova
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	Citibank, N.A.
	as Tranche A-2 Lender
		
	By	 	 /s/ Marni McManus

	Name:	 	Marni McManus
	Title:	 	Vice President (Managing Director)



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as Tranche A-2 Lender
		
	By	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	FIFTH THIRD BANK,
	as Tranche A-2 Lender
		
	By	 	 /s/ Vera B. McEvoy

	Name:	 	Vera B. McEvoy
	Title:	 	Relationship Manager



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	PNC Bank, National Association
	as Tranche A-2 Lender
		
	By	 	 /s/ Eleanor Orlando

	Name:	 	Eleanor Orlando
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 Compass Bank,
 as Tranche A-2 Lender

		
	By	 	 /s/ Michael Dixon

	Name:	 	Michael Dixon
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 THE BANK OF NOVA SCOTIA,
 as Tranche A-2 Lender

		
	By	 	 /s/ Michelle C. Phillips

	Name:	 	Michelle C. Phillips
	Title:	 	Director and Execution Head



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 The Governor and Company of the Bank of Ireland

as Tranche A-2 Lender

		
	By	 	 /s/ Conor Linehan

	Name:	 	Conor Linehan
	Title:	 	Authorized Signatory
		
	By	 	 /s/ Eddie Magee

	Name:	 	Eddie Magee
	Title:	 	Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	ASSOCIATED BANK, N.A.,
as Tranche A-21 Lender
		
	By	 	 /s/ James A. Goody

	Name:	 	James A. Goody
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 RAYMOND JAMES BANK, NA.,
 as Tranche A-2 Lender

		
	By	 	 /s/ Alexander L. Rody

	Name:	 	Alexander L. Rody
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	STATE BANK OF INDIA, LOS ANGELES AGENCY,
as Tranche A-2 Lender
		
	By	 	 /s/ Vijayalakshmi Muddu

	Name:	 	Vijayalakshmi Muddu
	Title:	 	VP & Head (Syndications)



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	THE NORTHERN TRUST COMPANY,
as Tranche A-2 Lender
		
	By	 	 /s/ Andrew Holtz

	Name:	 	Andrew Holtz
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	CRÉDIT INDUSTRIEL ET COMMERCIAL,
as Tranche A-2 Lender
		
	By	 	 /s/ Marcus Edward

	Name:	 	Marcus Edward
	Title:	 	Managing Director
		
	By	 	 /s/ Clifford Abramsky

	Name:	 	Clifford Abramsky
	Title:	 	Managing Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 METLIFE REINSURANCE COMPANY OF SOUTH CAROLINA,

as Tranche A-2 Lender

		
	By	 	 /s/ Matthew J. McInerny

	Name:	 	Matthew J. McInerny
	Title:	 	Managing Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 BNP PARIBAS,
 as Tranche A-2 Lender

		
	By	 	 /s/ Renaud-Franck Falce

	Name:	 	Renaud-Franck Falce
	Title:	 	Managing Director
		
	By	 	 /s/ Florence Pourchet

	Name:	 	Florence Pourchet
	Title:	 	Managing Director 



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 First Commercial Bank, New York Branch

as Tranche A-2 Lender

		
	By	 	 /s/ Jason Lee

	Name:	 	Jason Lee
	Title:	 	VP & General Manager



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 FIRST HAWAIIAN BANK,
 as Tranche A-2 Lender

		
	By	 	 /s/ Jan M. Sam

	Name:	 	Jan M. Sam
	Title:	 	Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 BANK OF THE WEST
 as Tranche
A-2 Lender

		
	By	 	 /s/ Francesco Ingargiola

	Name:	 	Francesco Ingargiola
	Title:	 	Senior Vice President



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 
			
	 Credit Agricole Corporate and Investment Bank,

as Tranche A-2 Lender

		
	By	 	 /s/ Amy Trapp

	Name:	 	Amy Trapp
	Title:	 	Managing Director
		
	By	 	 /s/ John Bosco

	Name:	 	John Bosco
	Title:	 	Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 









			
	 METROPOLITAN TOWER LIFE INSURANCE COMPANY,

as Tranche A-2 Lender

		
	By	 	 /s/ Matthew J. McInerny

	Name:	 	Matthew J. McInerny
	Title:	 	Managing Director



  
 Signature Page to
Actavis Term Loan Amendment Agreement 








 Annex A 

[Form of Second Amended ACT Term Loan Credit Agreement] 

See attached.